UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934 For the fiscal year ended December 31, 2013

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from to

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Commission file number: 000-24835

Bitcoin Brands Inc

(Previousy Cephas Holding Corp.)

(Name of small business issuer in its charter)

DELAWARE 38-3399098

(State or other jurisdiction of (I.R.S. Employer Identification No.)

incorporation or organization)

215 Dino Drive, Ann Arbor, MI 48103

(Address of principal executive offices) (Zip Code)

Issuer's telephone number: 844-836-3282

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act:

COMMON STOCK, $0.001 PAR VALUE

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issued, as defined in Rule 405 of the Securities Act. Yes [ ] No [X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X ]

Indicate by checkmark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [] No [ X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [] No [ X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer □	Accelerated filer (Do not check if a smaller reporting Company) □
Non-accelerated filer □	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes No X

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $113,613

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 668,131,762 AS OF March 16, 2015

TABLE OF CONTENTS


		Page No.

PART I

Item 1.	Business	3

It

Item 1B.	Unresolved Staff Comments	13

Item 2.	Properties	13

Item 3.	Legal Proceedings	13

Item 4.	Mine Safety Disclosure	13

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14

Item 6.	Selected Financial Data	17

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 8.	Financial Statements and Supplementary Data	25

Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	26

Item 9A.	Controls and Procedures	26



PART III

Item 10.	Directors, Executive Officers and Corporate Governance	28

Item 11.	Executive Compensation	31

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32


Item 13.	Certain Relationships and Related Transactions, and Director Independence	33

Item 14.	Principal Accountant Fees and Services	34

PART IV

Item 15.	Exhibits, Financial Statement Schedules	35

	Signatures	38

	Exhibit Index	39

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR PROVISIONS" OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

Certain statements contained in this Annual Report on Securities and Exchange Commission ("SEC") Form 10-K ("Form 10-K") constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different than any expressed or implied by these forward-looking statements. These statements may be contained in our filings with the Securities and Exchange Commission, press releases, and written or oral presentations made by our representatives to analysts, rating agencies, stockholders, news organizations and others. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "intend", "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Although we believe that the expectations in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

OUR BUSINESS

We are a developer and marketer of mobile applications. We also have an interest in a social media company that is focused on the fashion industry. We also have a business dedicated to executive education in Africa. We are develop applications for the iPhone platform. Our focus is on entertainment themed applications. We have two subsidiaries, Legend Credit Inc and Legend Studios Inc.

We currently an applications on the iTunes store called “The Iron Sheik Soundboard.” The Iron Sheik is a popular character from professional wrestling.

We also distribute free of charge an iPhone application called MMAUnderboss which is a collection of newswires covering the sport of mixed martial arts. We believe that this application will allow us to advertise additional apps that will be sold on a per download basis. We also maintain the site www.twitter.com/mmaunderboss to promote our Underboss application. We have over 3000 followers to our Twitter promotional site.

We also market on iTunes free of charge a music themed application called Metal RSS. This application is a collection of newsfeeds targeted at music fans. We believe that this is a compliment to our activities in mixed martial arts.

We intend to develop more free applications with the intention of creating a large user base that can be attractive to advertisers as well as to allow us to sell virtual goods, , develop couponing and special sale opportunities for potential advertisers and for location based incentives.

 INVESTMENT IN MODELING BUSINESS

Through our subsidiary, Legend Studios Inc, we have a 14.88% percent equity interest in The Network Talent, LLC (www.thenetworktalent.com) which is producing and marketing a new platform for the modeling industry. The platform includes the digital aggregation of talent from around the world.

The Network Talent,LLC's efforts were recently chronicled on a reality series called, “Remodeled” which aired in the United States on the CW Network.

Education Business

On May 9, 2013, Cephas Holdings, Inc. (the “Company”) entered into an Asset Purchase Agreement with Global Leadership Institute South Africa, LLC. (collectively, “Seller”) pursuant to which the Company shall acquire all business relationships, domain names, contracts if any, and trade secrets. The purchase price is three million (3,000,000) restricted common shares payable upon execution.

In the fourth quarter of 2013, we began exploring bitcoin as a payment option for our existing businesses and as an independent business.

Industry and Market Overview (Overview of Bitcoin)

Bitcoins are a digital or virtual currency that use peer-to-peer technology to facilitate instant payments. A Bitcoin is a type of alternative currency known as a cryptocurrency, which uses cryptography for security. Bitcoin issuance and transactions are carried out collectively by the network, with no central authority, and allow users to make verified transfers. Bitcoin is an accepted form of payment by a growing, but still limited number of businesses, while governments and regulators are beginning to create more regulation and structure to legitimize it as a currency.

The total number of Bitcoins that will be issued is capped at 21 million to ensure they are not devalued by limitless supply. They are divisible to 8 decimal places. Bitcoins exist only in digital form and can be bought with traditional currency through exchanges. Users store their Bitcoins in a digital wallet, while transactions are verified by a digital signature known as a public-encryption key. The first Bitcoin specification and proof-of-concept was published in 2009 by an individual or individuals under the pseudonym Satoshi Nakamoto. Bitcoins are created through a “mining” process that involves programmers solving complex math problems with the computers in this network. This process currently creates 25 Bitcoins every 10 minutes. The limit of 21 million is expected to be reached in the year 2140, after which the total number of Bitcoins will remain unchanged.

OUR SOURCES OF REVENUE

SALES OF DIGITAL CURRENCY

Through our ATM machines we intend to generate revenue from transction fees charged to consumers who purchase or sell bitcoin using our machine. We may also generate revenue from the margin between our cost of the bitcoin and the selling price of the bitcoin.

SALE OF BITMD AND RELATED BITCOIN SERVICES

We will charge a fee for bitcoin integration. We expect to charge fees for the initial integration, consulting fees, transaction fees and hardware such as tablets capable of conducting transactions.

EMPLOYEES

As of December 31, 2013, we had a total of one full-time employee. None of our employees is covered by a collective bargaining agreement.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. DESCRIPTION OF PROPERTY.

We currently maintain a mailing address at 215 Dino Drive in Ann Arbor, Michigan. We do not have the need for office space at this time.

ITEM 3. LEGAL PROCEEDINGS.

The company is party to legal proceedings from time to time. None of the legal proceedings in management’s opinion would have an adverse material impact on the company.

There were no lawsuits filed against the Company or threats of lawsuits in 2013 or thereafter.

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

PART II

MARKET INFORMATION

Our common stock is traded on the Pink Sheets under the symbol CEHC. The following table sets forth the range of high and low bid quotations for each of the prior eight (8) fiscal quarters. The quotations represent inter-dealer quotations without adjustment for retail mark-ups, mark-downs or commissions and may not represent actual transactions.

FISCAL QUARTER ENDING HIGH BID LOW BID

March 31, 2012....................... $ 0.007 $ 0.006

June 30, 2012....................... $ 0.007 $0.006

September 30, 2012................... $ 0.14 $ 0.0095

December 31, 2012................... $ 0.0125 $ 0.009

March 31, 2013....................... $ 0.08 $ 0.07

June 30, 2013........................ $ 0.0040 $ 0.0033

September 30, 2013................... $ 0.024 $ 0.036

December 31, 2013................... $ 0.0025 $ 0.0011

On March 16, 2015 the closing bid price for the common stock on OTC Markets was $.001.

HOLDERS

As of March 16, 2015, there were 179 record holders of our common stock. This does not include shares held in street name.

DIVIDENDS

Since our inception, no cash dividends have been declared on our common stock.

SALES OF UNREGISTERED SECURITIES

During the year ended December 31, 2013 a total of 74,026,257 shares were issued to reduce notes payable and 1,000,000 shares were issued for services for a total combined value of $165,800. The shares were issued pursuant to a Reguation D exemption.

AMENDED AND RESTATED CONVERTIBLE NOTE

In April 2013, the Company amended the “ Brown Promissory Note” dated November 3, 2006 for a new convertible note in the amount of Five Hundred Sixty Three Thousand Five Hundred Eighty Eight Dollars and Forty Seven Cents ($563,588.47). The Holder of this Note is entitled, at its option, at any time after the issuance of this Note, to convert all or any lesser portion of the Outstanding Principal Amount and accrued but unpaid Interest into Common Stock at a conversion price for each share of Common Stock at a Conversion Price of $0.00035. The note is held by Quarterback Development, LLC.

ITEM 6. SELECTED FINANCIAL DATA.

The Company is a smaller reporting company, as defined by §229.10(f)(1), and as such is not required to provide the information required by this Item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD LOOKING STATEMENTS

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Shareholders are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, our ability develop our mobile applications. Although we believe the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements contained in the report will prove to be accurate.

GENERAL

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related footnotes for the year ended December 31, 2013, and elsewhere in this Annual Report on Form 10-K. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.

We were incorporated in Delaware on January 13, 1998 and are the successor to Interactive Entertainment Studio, Inc. (IES). IES was incorporated in the State of Nevada on May 27, 1997 and was merged into us in March 1998 for the sole purpose of changing the domicile of the Company to Delaware. This merger was retroactively reflected in the December 31, 1997 financial statements. On June 27, 2002 we changed our name to Legend Mobile, Inc. In October 2008, the Company amended its articles to change the name to Cephas Holding Corp.

We are developing a business in the sale of digital currency to consumers primarily through kiosks. We also offer payment enabling services that allow businesses to accept digital currency as a form of payment. We are also developing a network of partners to own and operate bitcoin kiosks.

Since our inception, we have incurred net losses of $28,136,008 at December 31, 2013 current liabilities exceeded current assets by $6,649,983. In addition, we are delinquent in certain payments due for certain notes payable. We may be unable to continue in existence unless we are able to arrange additional financing and achieve profitable operations. We plan to raise additional capital and expect to generate cash from the sale of our products and services.

Our business model is to grow in the area of digital currency services for consumers through phycial kiosks, payment consulting services, and web based consumer applications for digital currency.

Significant Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of the Company's financial statements relate to the allowance for doubtful accounts. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements included in this Annual Report on Form l0-K for the year ended December 31, 2013.

Results of Operations

Year ended December 31, 2013 vs. December 31, 2012

Revenue for the year ended December 31, 2013 decreased by $76 from $77 for the year ended December 31, 2012 to $1 for the year ended December 31, 2013.

Cost of revenue for the year ended December 31, 2013 was the same as the year ended December 31, 2012 to which was $0. Cost of revenue as a percentage of revenue was 0% and 0% for the year ended December 31, 2013 and 2012, respectively.

Selling, general and administrative expenses for the year ended December 31, 2013 decreased by $87,887 from $278,667 for the year ended December 31, 2012 to $190,780 for the year ended December 31, 2013. A majority of selling, general and administrative expenses in 2012 and 2013 are related to professional and consulting fees paid with shares of our common stock and a salary to Peter Klamka of $175,000 in each of the years.

Equity loss in Legend Credit, Inc. was $0 for both the year ended December 31, 2013 and 2012. We own a 50% interest in Legend Credit, which previously marketed prepaid debit cards.

LIQUIDITY AND CAPITAL RESOURCES

We have incurred net losses since our inception of $28,136,008. In order for us to continue in existence, we will have to raise additional capital through the sale of equity or debt or generate sufficient profits from operations, or a combination of both.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is a smaller reporting company, as defined by §229.10(f)(1), and as such is not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS.

See pages beginning with page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Chief Executive Officer and Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Inasmuch as we only have one individual serving as our officer, director and employee we have determined that the Company has, per se, inadequate controls and procedures over financial reporting due to the lack of segregation of duties despite the fact that the Company has very little operating activity. Management recognizes that its controls and procedures would be substantially improved if there was a greater segregation of the duties of Chief Executive Officer and Chief Financial Officer and as such is actively seeking to remediate this issue. Management believes that the material weakness in its controls and procedures referenced did not have an effect on our financial results.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework

and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on the assessment, management concluded that, as of December 31, 2013, the Company’s internal control over financial reporting is effective based on those criteria.

The Company’s Chief Executive Officer and Principal Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Changes in Internal Control

There have been no changes in internal controls over the financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers and directors are:

NAME AGE POSITION

Peter Klamka 46 Chairman of the Board, CEO, President,

Treasurer & Secretary

The business experience, principal occupations and employment, as well as the periods of service, of our sole director and executive officer during the last five years are set forth below.

Peter Klamka has been our Chairman of the Board and Chief Executive Officer since our inception in May 1997. Mr. Klamka is a former licensed Mixed Martial Arts promoter in the State of Nevada. He also has worked with numerous professional athletes, celebrities, and well known brands. Mr. Klamka received his Bachelor of Arts degree from the University of Michigan.

EMPLOYMENT AND CONSULTING AGREEMENTS

We have no employment or other written agreement with Peter Klamka, our President and Chief Executive Officer. The board has approved a base salary to Mr. Klamka of $175,000 per year and such other compensation as the Board of Directors shall designate.

The Company believes that Mr. Klamka will continue to waive a portion of the base salary for the foreseeable future, although no assurance thereof can be given.

Mr. Klamka is involved in other business ventures, including the ownership and management other private and public businesses. Mr. Klamka is formerly the President of Solar Acquisition Corp., a reporting company. He is currently on the Board of Directors and a vice president of Solar Acquisition Corp. Mr. Klamka is also the President of WTTJ Corp., a SEC reporting company.

We have no employment or other written agreement with Mr. Klamka. Mr. Klamka has stated he will not enter into any business that competes directly with Bitcoin Brands Inc. Mr. Klamka is not involved in any legal proceedings related to his businesses.

AUDIT COMMITTEE FINANCIAL EXPERT

The audit committee is responsible for recommending independent auditors and reviewing management actions in matters relating to audit functions. The committee reviews, with independent auditors, the scope and results of its audit engagement, the system of internal controls and procedures and reviews the effectiveness of procedures intended to prevent violations of laws.

The audit committee, consistent with the Sarbanes-Oxley Act of 2002 and the rules adopted thereunder, meets with management and the auditors prior to filing of officers’ certifications with the SEC to receive information concerning, among other things, significant deficiencies in the design or operation of internal controls.

Our board of directors currently acts as our audit committee. Our audit committee member is not “independent” in accordance with rule 4200(a)(14) of the Nasdaq Marketplace Rules. Our board of directors does not have an “audit committee financial expert,” within the meaning of that phrase under applicable regulations of the Securities and Exchange Commission, serving on the audit committee. The board of directors believes that the member of the audit committee is financially literate and experienced in business matters and is capable of (1) understanding generally accepted accounting principles (“GAAP”) and financial statements, (2) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (3) analyzing and evaluating our financial statements, (4) understanding our internal controls and procedures for financial reporting, and (5) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the board of directors believes that no audit committee member has obtained these attributes through the experience specified in the SEC's definition of “audit committee financial expert.” Further, as is the case with many small companies, it would be difficult for us to attract and retain board members who qualify as “audit committee financial experts,” and competition for such individuals is significant. The board of directors believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated “audit committee financial expert.”

CODE OF ETHICS

We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, since we have been focusing our efforts on obtaining financing for the company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission ("SEC"). Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to us, or written representations that no Form 5 filings were required, we believe that during the fiscal year ended December 31,2013, there was compliance with all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth information the remuneration of our chief executive officer:

SUMMARY COMPENSATION TABLE

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NAME AND

PRINCIPAL

POSITION ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS PAYOUTS OTHER RESTRICTED SECURITIES

ANNUAL STOCK UNDERLYING LTIP ALL OTHER

------------------------- ------------

FISCAL COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION

YEAR SALARY ($) BONUS ($) ($) ($) SARS (#) ($) ($)

------------------ -------- ------------ ------------ ------------ ------------ ------------ ------------ ------------

Peter Klamka, CEO 2012 $175,000 (1) -0- -0- -0- -0- -0- -0-

2013 $175,000 (2) -0- -0- -0- -0- -0- -0-

------------------ -------- ------------ ------------ ------------ ------------ ------------ ------------ ------------

(1) In 2012 and 2013, Mr. Klamka was not paid any of his salary, the total $175,000 has been accrued each year.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

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INDIVIDUAL GRANTS

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NUMBER OF SECURITIES PERCENT OF TOTAL

UNDERLYING OPTIONS/SARS GRANTED

OPTIONS/SARS GRANTED TO EMPLOYEES IN EXERCISE OR BASE

NAME (#) FISCAL YEAR PRICE ($/SH) EXPIRATION DATE

--------------------------- ----------------------- ----------------------- ----------------------- ------------------

Peter Klamka -0- 0% $

--------------------------- ----------------------- ----------------------- ----------------------- ------------------

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

------------------------ ---------------------- ---------------------- ----------------------- -----------------------

NUMBER OF SECURITIES

UNDERLYING VALUE OF UNEXERCISED

UNEXERCISED IN-THE-MONEY

OPTIONS/SARS AT OPTIONS/SARS AT

FISCAL YEAR END (#) FISCAL YEAR END ($)

----------------------- -----------------------

SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/

NAME EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE

------------------------ ---------------------- ---------------------- ----------------------- -----------------------

Peter Klamka -0- -0- 1,240,500/-0- 260,505/-0-

------------------------ ---------------------- ---------------------- ----------------------- -----------------------

COMPENSATION OF DIRECTORS

Directors do not receive compensation but are reimbursed for their expenses for each meeting of the board that they attend.

STOCK OPTION PLANS

The Company adopted the 1998 Stock Option Plan and the Year 2000 Stock Option Plan (the “Plans”), which provides for the grant of options to purchase up to 1,250,000 shares of the Company's common stock. Under these Plans incentive stock options may be granted to employees and non-statutory stock options may be granted to employees and non-employees. During the year ended December 31, 2013, no options were granted under this plan.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of March 16, 2015 , the beneficial ownership of the Company's common stock and preferred stock (1) by any person or group known by the Company to beneficially own more than 5% of the outstanding common stock, or any series of preferred stock, (2) by each director and executive officer, and (3) by all directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the United States Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days afterDecember 31, 2013, are deemed outstanding, but those shares are not deemed outstanding for purposes of computing percentage ownership of any other person. The number and percentage of shares of common stock beneficially owned are based on the aggregate of 668,131,762.00 shares of common stock outstanding as of December 31, 2013. Unless otherwise indicated, the holders of the shares shown in the table have sole voting and investment power with respect to such shares. The address of all individuals for whom an address is not otherwise indicated is c/o Bitcoin Brands Inc. 215 Dino Dr Ann Arbor, MI 48103



Name and Address	Amount and Nature Of Beneficial Ownership	Percentage of Class (1)

Peter Klamka	850,000 Series B Preferred(2)	100	%
Peter Klamka	147,775 Series C Preferred(3)	100	%
Peter Klamka	1,000,000 Series D Preferred(4)	100	%
Barton PK, LLC	20,000,000 Common(5)	03	%
Woodward Capital Partners, LLC	2,000 Series A Preferred (6)	100	%

None

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

For the audited fiscal years ended December 31, 2013 and 2012, our principal accountants have billed approximately $7,250 and approximately $5,250 respectively, for the audit of our annual financial statements and Form 10-K and review of financial statements included in our Form 10-Q filings.

AUDIT-RELATED FEES

There were no fees billed for services reasonably related to the performance of the audit or review of our financial statements outside of those fees disclosed above under "Audit Fees" for fiscal years 2012 and 2013.

TAX FEES

There were not fees billed for the fiscal years ended December 31, 2013 and 2012, for tax compliance, tax advice, and tax planning services.

ALL OTHER FEES

There were no fees billed for services by our principal accountant, other than those disclosed above.

PRE-APPROVAL POLICIES AND PROCEDURES

Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits to this Form 10-K:

EXHIBIT

NUMBER

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Certificate of Incorporation of PTN Media, Inc. dated as of January 13, 1998 (1)

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1.1

Certificate Of Designations Of Class A Convertible Preferred Stock

1.2

Certificate Of Decrees of Class A Convertible Preferred Stock

1.3

Certificate Of Designations Of C Convertible Preferred Stock

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3.5 By-Laws of PTN Media, Inc. (1)

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4.2 PTN Media, Inc. 2000 Stock Option Plan (2)

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10.1 Amendment to Palm, Inc. and PTN Media, Inc. Agreement of October 5, 2000 (3)

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10.2 License Agreement dated February 19, 2001 between 3 Wishes Production f/s/o Christina Aguilera and PTN Media, Inc. (3)

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10.3 General Agreement dated July 28, 2000, between PTN Media, Inc. and NeoHand, Inc. (4)

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10.4 Partnering Agreement dated October 27, 2000, between PTN Media, Inc. and TWEC.com, LLC (4)

------------------- --------------------------------------------------------------------------------------------------

10.5 Palm, Inc. OEM Partner Agreement dated October 5, 200, between PTN Media, Inc. and Palm, Inc. (4)

------------------- --------------------------------------------------------------------------------------------------

10.6 Merchant and Partner Network Agreement dated May 8, 2000, between PTN Media, Inc.

and Dynamic Trade Inc. (4)

------------------- --------------------------------------------------------------------------------------------------

10.7 License Agreement dated January 4, 2001 between PTN Media, Inc. and Michael Jordan (5)

------------------- --------------------------------------------------------------------------------------------------

10.8 License Supply and Distributor Agreement between PTN Media, Inc. and Motorola, Inc. dated February 25, 2002 (6)

------------------- --------------------------------------------------------------------------------------------------

10.9 License Amendment between PTN Media, Inc. and Christina Aguilera (6)

------------------- --------------------------------------------------------------------------------------------------

21.1 List of Legend Mobile Subsidiaries (7)

------------------- --------------------------------------------------------------------------------------------------

31.1 Rule 13a-14(a) Certification of Chief Executive Officer and Chief Financial Officer (7)

------------------- --------------------------------------------------------------------------------------------------

32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer (7)

------------------- --------------------------------------------------------------------------------------------------

(1) Incorporated by reference from the Company's Registration Statement on Form SB-2 (File #333-51933).

(2) Incorporated by reference from the Company's Definitive Proxy Statement filed on July 24, 2000.

(3) Incorporated by reference from the Company's Form 10-K for the fiscal year ended December 31, 2000.

(4) Incorporated by reference from the Company's Registration Statement on Form S-3 filed on December 11, 2000.

(5) Incorporated by reference from the Company's Form 8-K filed January 9, 2001.

(6) Incorporated by reference from the Company's Form 10-K filed April 16, 2002

(7) Filed herewith.

(b) Reports on Form 8-K

None

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Bitcoin Brands Inc.

Date: March 19, 2015 By: /s/ Peter Klamka

Peter Klamka, Chairman, President,

Secretary and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

--------- ----- ----

Chairman, President March 19, 2015

Secretary and

Chief Executive Officer

/s/ Peter Klamka (Principal Executive

---------------------------- and Accounting Officer)

Peter Klamka

BITCOIN BRANDS INC.

FINANCIAL STATEMENTS

DECEMBER 31, 2013

[bitcoins10k3dec312013002.gif]

2451 N. McMullen Booth Road

Suite.308

Clearwater, FL 33759

855.334.0934 Toll free

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

We have audited the accompanying consolidated balance sheet of , formerly known as Global Leadership Institute and Cephas Holding Corp., as of and 2012, and the related consolidated statement of operations, stockholders’ deficiency, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of as of and 2012, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DKM Certified Public Accountants

DKM Certified Public Accountants

Clearwater, Florida

March 16, 2015


BITCOIN BRANDS INC.
FORMERLY GLOBAL LEADERSHIP INSTITUTE INC. AND SUBSIDIARIES
FORMERLY CEPHAS HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS


ASSETS
			December 31,
			2013	2012
CURRENT ASSETS:
	Cash		$ -	$ 119
	Prepaid expenses		-	-

TOTAL CURRENT ASSETS			-	119

FIXED ASSETS - at cost
	Computer and office equipment		54,124	54,124
	Less: Accumulated depreciation		(53,661)	(53,421)

NET FIXED ASSETS			463	703

INVESTMENTS, at cost			388,680	360,000

TOTAL ASSETS			$ 389,143	$ 360,822

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
	Accounts payable		229,201	229,607
	Accrued expenses		1,044,601	869,601
	Accrued interest		2,597,661	2,501,593
	Accrued derivative liability		8,018	8,018
	License fees payable		200,000	200,000
	Due to related parties		58,563	58,563
	Advances from an officer		103,235	121,843
	Notes payable		1,027,438	827,992
	Note payable - officer		1,381,266	1,381,266
TOTAL CURRENT LIABILITIES			6,649,983	6,198,483

COMMITMENTS AND CONTINGENCIES			-	-

STOCKHOLDERS' DEFICIT
	Series A Preferred Stock, $0.001 par value, 1,000,000 shares
		authorized; 44,500 shares issued and outstanding	44	44
	Series B Convertible Preferred Stock, $0.01 par value; 850,000
		shares authorized; 850,000 shares issued and outstanding
		authorized; 1,000,000 Class A shares issued and outstanding	8,500	8,500
	Series C Convertible Preferred Stock, $0.01 par value; 147,775
		shares authorized; 147,775 shares issued and outstanding	1,478	1,478
	Common stock; $0.001 par value; 75,000,000,000 shares


		authorized; 113,612,812 and 38,586,655 issued and outstanding, respectively'	113,613	38,587
		issued and outstanding
	Additional paid-in capital		21,760,701	21,669,927
	Stock subscription receivable		-	-
	Non-controlling interest		(9,168)	(9,168)
	Accumulated deficit		(28,136,008)	(27,547,029)

TOTAL STOCKHOLDERS' DEFICIT			(6,260,840)	(5,837,661)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$ 389,143	$ 360,822

The accompanying notes are an integral part of these financial statements.


BITCOIN BRANDS INC.
FORMERLY GLOBAL LEADERSHIP INSTITUTE INC. AND SUBSIDIARIES
FORMERLY CEPHAS HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FROM DECEMBER 31, 2011 TO DECEMBER 31, 2013

			Preferred Stock
	Series A		Series B		Series C
	Shares	Amount	Shares	Amount	Shares	Amount

Balance - December 31, 2011	44,500	44	850,000	8,500	147,775	1,478

Shares issued for services and expenses	-	-	-	-	-	-
Shares issued to reduce notes payable	-	-	-	-	-	-

Balance - December 31, 2012	44,500	44	850,000	8,500	147,775	1,478

Shares issued to reduce notes payable	-	-	-	-	-	-
Shares issued for services	-	-	-	-	-	-
Net Loss	-	-	-	-	-	-

Balance - December 31, 2013	44,500	$ 44	850,000	$ 8,500	147,775	$ 1,478


			Additional		Non-
	Common Stock		Paid-In	Shareholder	Controlling	Accumulated
	Shares	Amount	Capital	Receivable	Interest	Deficit	Total


Balance - December 31, 2011	784,715	785	17,001,152	(156,300)	(9,168)	(22,965,123)	(6,118,632)

Shares issued to reduce notes payable	37,801,500	37,801	299,955	-	-	-	337,756
Adjustment of opening balance	440	1	-	-	-	-	1
Loss on conversion of debt to equity	-	-	4,380,120	-	-	-	4,380,120
Beneficial amount on convertible note		-	-	145,000	-	-	-	145,000
Write off of subscription receivable	-	-	(156,300)	156,300	-	-	-
Net Loss	-	-	-	-	-	(4,581,906)	(4,581,906)

Balance - December 31, 2012	38,586,655	38,587	21,669,927	-	(9,168)	(27,547,029)	(5,837,661)

Shares issued to reduce notes payable	74,026,157	74,026	86,774	-	-	-	160,800
Shares issued for services	1,000,000	1,000	4,000	-	-	-	5,000
Net Loss	-	-	-	-	-	(588,979)	(588,979)

Balance - December 31, 2013	113,612,812	$ 113,613	$ 21,760,701	$ -	$ (9,168)	$ (28,136,008)	$ (6,260,840)

The accompanying notes are an integral part of these financial statements.


BITCOIN BRANDS INC.
FORMERLY GLOBAL LEADERSHIP INSTITUTE INC. AND SUBSIDIARIES
FORMERLY CEPHAS HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS

	YEAR ENDED
	DECEMBER 31,
	2013	2012

REVENUE	$ 1	$ 77

COST OF REVENUE	-	-

GROSS PROFIT	1	77

EXPENSES:
Selling, general and administrative	190,780	278,667

TOTAL EXPENSES	190,780	278,667

LOSS FROM OPERATIONS	(190,779)	(278,590)

OTHER INCOME (EXPENSE):
Interest expense and financing costs	(398,200)	(152,459)
Loss on conversion of debt to equity	-	(4,380,120)
Change in derivative liability	-	204,013
Write off of deposits	-	(36,000)
Gain on settlement of notes payable	-	206,250
Beneficial conversion	-	(145,000)

TOTAL OTHER INCOME (EXPENSE)	(398,200)	(4,303,316)

	(588,979)	(4,581,906)

LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST	-	-

NET LOSS	$ (588,979)	$ (4,581,906)

BASIC AND DILUTED LOSS PER
COMMON SHARE	58,396,269	28,626,150

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND DILUTED	$ (0.01)	$ (0.16)

The accompanying notes are an integral part of these financial statements.


BITCOIN BRANDS INC.
FORMERLY GLOBAL LEADERSHIP INSTITUTE INC. AND SUBSIDIARIES
FORMERLY CEPHAS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
				YEAR ENDED
				DECEMBER 31,
				2013	2012

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$ (588,979)	$ (4,581,906)
	Adjustment to reconcile net loss to net cash
		used in operating activities:
			Depreciation	240	238
			Change in derivative liability	-	(204,013)
			Beneficial conversion, notes payable	-	145,000
			Issuance of common stock for services and expenses	5,000	-
			Loss on conversion of debt to equity	-	4,380,120
	Changes in operating assets and liabilities:
		Prepaid expenses		-	36,000
		Accounts payable		-	(6,150)
		Accrued expenses - net		175,000	4,100
		Accrued interest		393,409	152,458

Net cash used in operating activities				(15,330)	(74,153)

CASH FLOWS FROM INVESTING ACTIVITIES:
	Acquisition of computer equipment			-	-
	Investment			(28,680)	(140,000)

Net cash used in investing activities				(28,680)	(140,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Advances to/from related parties			-	-
	Increase in notes payable			62,500	163,750
	Advances from an officer - net			(18,609)	15,195

Net cash provided by financing activities				43,891	178,945

INCREASE (DECREASE) IN CASH				(119)	(35,208)

CASH, Beginning of year				119	35,327

CASH, End of year				$ -	$ 119

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

	Interest paid			$ -	$ -
	Income taxes paid			$ -	$ -


Stock issued for reduction in notes payable and advances	$ 160,800	$ 337,757
Converted accrued salaries to notes payable	$ -	$ 175,000
Converted accrued salaries to notes payable	$ -	$ 80,000

The accompanying notes are an integral part of these financial statements.

BITCOIN BRANDS, Inc.. AND SUBSIDIARIES

Formerly GLOBAL LEADERSHIP INSTITUTE INC or CEPHAS HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013

Note 1 - Organization and Significant Accounting Policies

Organization and Lines of Business

Bitcoin Brands, Inc., formerly Global Leadership Institute Inc, Cephas Holding Corp or Legend Mobile, Inc., (the "Company"), was incorporated in Delaware on January 13, 1998 and is the successor to Interactive Entertainment Studio, Inc. (IES). IES was incorporated in the State of Nevada on May 27, 1997 and was merged into the Company in March 1998 for the sole purpose of changing the domicile of the Company to Delaware. On June 27, 2002, the Company filed a Certificate of Amendment to its Certificate of Incorporation to amend the Company's Certificate of Incorporation name from PTN Media, Inc. to Legend Mobile, Inc. In September 2014, the Company amended its articles to change the name to Bitcoin Brands Inc.

The company develops and markets digital currency payment solutions.It presently operates bitcoin dispensing machines. The company also has a software based payment service called BitMD that allows health care companies to accept bitcoin.

In February 2001, the Company formed Legend Credit as a wholly owned subsidiary. On April 1, 2003, Mr. Peter Klamka, CEO of the Company, contributed the rights to an affinity credit card business valued at $37,000 to Legend Credit. Mr. Klamka's contribution has been determined pursuant to Accounting Principles Board Opinion No. 29, "Non monetary Transactions," using his cost basis in the investment, which is the most readily determinable cost. In exchange for this contribution, Legend Credit issued to Mr. Peter Klamka 60% of the issued and outstanding shares of Legend Credit common stock and the Company issued to Mr. Klamka 850,000 shares of Series B convertible preferred stock. These issuances were valued at $22,200 and $14,800, respectively. The Company retains a 40% minority interest in Legend Credit which is accounted for using the equity method. Effective October 1, 2004, Mr. Klamka contributed an additional 10% interest in Legend Credit to the Company that was valued at $3,700 (10% of $37,000, the original value of the affinity credit card business). The Company now owns 50% of Legend Credit and accounts for the subsidiary using the acquisition method. The subsidiary currently has no business operations.

In July 1999, the Company formed Legend Studios, Inc. (formerly FragranceDirect.com, Inc.) ("Legend Studios"), a majority owned subsidiary. As of June 30, 2011, Legend Studios did not have any further 1201operations.

Basis of Presentation and Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company incurred a net loss for the years ended December 31, 2013 had an accumulated deficit and a working capital deficit. In addition, the Company generates minimal revenue from its operations and is in default on the payment of notes payable and license fee payable obligations. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:

The Company plans to take the following steps that it believes will be sufficient to provide the Company with the ability to continue in existence. The Company is seeking additional equity or debt capital to expand its mobile application business.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its 91%-owned subsidiary, Legend Studios, and its 50% owned subsidiary, Legend Credit. Significant intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with a maturity of three months or less, plus all certificates of deposit.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As of December 31, 2013 the Company used estimates in determining the value of common stock issued to consultants for services. Actual results could differ from these estimates.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company extends credit based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as required.

Comprehensive Income

Comprehensive income as defined includes all changes in equity (net assets) during a period from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. Comprehensive income (loss) is not presented in the Company's financial statements since there is no difference between net loss and comprehensive loss in any period presented.

Stock Based Compensation

During the year ended December 31, 2013, the Company has not adopted a stock option plan and has not granted any stock options.

Stock-based compensation represents the cost related to common stock and options to purchase common stock granted to employees and related parties of the Company. The Company determines the cost of common stock grants at the date the common stock was issued, based on the quoted market price of the Company’s common stock and recognizes the cost as expense over the requisite service period. The Company estimates the fair value of all warrants and options issued during the period using the Black-Scholes option-pricing model with the assumptions appropriate to the circumstances of the Company at the time of the transaction. There were no options or warrants issued during the year ended December 31, 2013.

The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, based on the amount of compensation cost recognized and the Company’s statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company’s income tax return are recorded in Additional Paid-In Capital.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:


·	Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.


·	Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
·	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

The Company evaluates all non-financial assets and liabilities measured at fair value on a non-recurring basis. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, investments, accounts payable, accrued expenses, accrued interest, license fee payable, due to related parties, and advances from an officer. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.


Financial Asset	Total	Level 1	Level 2	Level 3
Investment, at cost	$ 388,680			$ 388,680
	$ 388,680	$ --	$ --	$ 388,680

Property and equipment

Property and equipment is recorded at cost. Depreciation is provided on a straight-line basis over estimated useful lives of the assets.

Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included in the results of operations.

Revenue Recognition

The Company generates revenue from the sale of products on its web sites and through other channels, the sale of advertisements on radio stations it operated and service fees from the sale of debit cards. The Company recognizes revenue for these product sales when the product is shipped to the customer. The Company recognizes revenue from the radio stations it operated when advertisements were aired. The Company recognizes service fee revenue from the sale of debit cards at the time the customer is sent the debit card. Shipping and handling costs are recorded as revenue and related costs are charged to cost of sales. Minimal revenues have been recognized for the years ended December 31, 2013 and 2012.

The Company has not realized any revenues from the sales of Bitcoins as of December 31, 2013

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Impairment of Long-Lived Assets

In October 2001, the FASB issued SFAS No. 144 (ASC 360), "Accounting for Impairment or Disposal of Long-Lived Assets". This statement also amends ARB No. 51 (ASC 810), "Consolidated Financial Statements", to eliminate the exception to consolidation for a subsidiary for which control is likely to be impaired. SFAS No. 144 (ASC 360) requires that long-lived assets to be disposed of by sale, including those of discontinued operations, be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. SFAS No. 144 (ASC 360) broadens the reporting of discontinued operations to include all components of an entity with operations that can be distinguished from the rest of the entity and that will be eliminated from the ongoing operations of the entity in a disposal transaction. SFAS No. 144 (ASC 360) also establishes a "primary-asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. The Company's adoption effective January 1, 2002 did not have a material impact to the Company's financial position or results of operations.

Earnings (Loss) Per Share

Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share have not been presented since the effect of the assumed conversion of options and warrants to purchase common shares would have an anti-dilutive effect. The following potential common shares have been excluded from the computation of diluted net loss per share for the years ended December 31, 2013 and 2012 respectively because the effect would have been anti-dilutive:


	2013		2012
Conversion of Series A preferred stock		44,500		44,500
Conversion of Series B preferred stock		8,500,000		8,500,000
Conversion of Series C preferred stock		14,777,500		14,777,500
Total		23,322,000		23,322,000

1,240,500 in stock options have been excluded because these options are considered anti-dilutive.

Non-Controlling Interest

The Company reports minority interest as a component of equity in our Consolidated Balance Sheets and below income tax expense in our Consolidated Statement of Operations. As minority interest will be recorded below income tax expense, it will have an impact to our total effective tax rate, but our total taxes will not change. For comparability, we will be retrospectively applying the presentation of our prior year balances in our Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. The Company has reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

Note 2 – Property and Equipment

Property and equipment as at December 31, 2013 and 2012 consisted of the following:


	2013			2012
Computer equipment	$	54,124		$	52,930
Less: Accumulated depreciation		(53,661	)		(53,421	)
Net Fixed Assets	$	463		$	703

Depreciation expense for the years ended December 31, 2013 and 2012 was $240 and $238, respectively.

Note 3 – Investments

The Company has made investments in a private company, in the amount of $388,680 and $360,000 as of December 31, 2013 and 2012, respectively. Cephas does not have a controlling interest (less than 20%) or participate in management or share in profits or losses of the Company. Cephas accounts for the investment at cost, as the investments are collateralized by demand notes payable. There has been no negative evidence of impairment or reasons to reduce the investment. Management has considered like values of like investment, future discounted cash flows, estimated return on investment and other unobservable considerations in determining that cost represents fair market value.

Note 4 - Accrued Expenses

Accrued expenses at December 31, 2013 and December 31, 2012 consisted of the following:

The amount owing to Michael Jordan bears interest at 12% per annum and is currently in default. Accrued interest on settlement, to date, in the amounts of $544,266 is included in accrued interest.

An officer of the Company, as approved by the Board of Directors, is paid a salary of $175,000 per annum, renewable annually upon mutual consent until terminated by either party. Amounts are currently being accrued until sufficient cash flows from operation allow payment.



	Dec 31, 2013		Dec 31, 2012
Michael Jordan settlement	$	468,750	$	468,750
Management salary		568,750		393,750
Professional fees		7,101		7,101
Total Accrued Expenses	$	1,044,601	$	869,601

On December 30, 2012 the Company’s Board of Directors approved the conversion of $175,000 of accrued salaries into a promissory note payable.

Note 5 - Notes Payable - Officer

An officer, the controlling shareholder, has pledged his support to fund continuing operations; however there is no written commitment to this effect. The Company is dependent upon continued support.

As of September 30, 2004, the Company converted $291,000 of advances from its CEO, Mr. Klamka, into a note payable that bears interest at 21% per annum and is payable upon demand. As of December 31, 2013, the balance on this note is $263,496 with accrued interest related to this note amounted to $505,234.

During the year ended December 2006 the Company converted certain of the accrued amounts owing to the CEO and for salaries payable to the CEO into a note totaling $758,920. This note is unsecured and bears interest at the rate of 21% per annum. Accrued interest to date is $1,160,701.

A promissory note were issued during 2007 to Peter Klamka for prior year (2006) unpaid salaries of $175,000 bearing interest at the rate of 8% per annum. In 2011 payments, in the amount of $8,000 were applied to this note, resulting in a balance due of $167,000 as of December 31, 2013. Interest accrued to date is $98,742.

In December 2011 an outside party advanced an additional $45,000 bearing interest at 7% per annum. This note was further increased by another $100,000 in 2012. The note is payable on demand and there are no fixed terms of repayment. Interest accrued to date $20,593.

Note 6 - Notes Payable

In August 2001, the Company issued notes payable for $100,000 and $300,000 which were due in 60 days and 14 days, respectively. The balance of those loans as of December 31, 2012 was $263,742.

During the year ended December 31, 2010, the Company converted $88,000 of certain notes payable into 17,600,000 (70,400 post split) shares of the company’s common stock.

During the year ended December 31, 2010, an outside party loaned the Company a total $85,000. This loan is repayable interest only at the rate of 7% per annum with no fixed terms of repayment and may be converted into common stock at $.005 per share. In 2011 an additional 70,000 was advanced by the party. The balance of the loan as at December 31, 2011 is $155,000 and accrued interest of $6,154. The conversion feature of the notes resulted in a beneficial conversion expense of $155,000, which has been recognized in 2011.

During 2011 the company issued a series of notes for expenses paid on behalf of the Company. The notes totaled $19,700, payable upon demand, stated interest rate of 7%, convertible into shares of common stock at a fixed conversion price of $.005 per share. A beneficial conversion has been recognized in the amount of $19,700, based on the fair market value of the stock at the time of agreement. Interest accrued to date is $3,075 on these notes.

The Company issued a note to an employee for unpaid salaries for 2006 for $100,000 of which $23,750 was repaid. Additional notes were issued for unpaid salaries of which $12,356 was repaid in 2012 leaving a balance of $143,894 and bears interest at 7% per annum and accrued interest to date is $48,566. An additional note for unpaid salary for 2012 was issued for $80,000 bearing interest at 7% per annum. Accrued interest to date on this loan is $6,233.

The company issued a note for $50,000 in March 2013. The Holder of this Note is entitled, at its option, at any time after the issuance of this Note, to convert all or any lesser portion of the Outstanding Principal Amount and accrued but unpaid Interest into Common Stock at a conversion price for each share of Common Stock at a 50% discount from the lowest trade price in the 5 days prior to the day that the Holder requests conversion. Accrued interest as at December 31, 2013 was $3,750.

Note 7 - Stockholders' Deficit

Series A Preferred Stock

The Company has 1,000,000 shares of $0.001 par value of Series A Convertible Stock authorized of which 44,500 shares are issued and outstanding as at December 31, 2013.

On December 16 2013, the Company’s Board of Directors amended and restated in its entirety the rights, powers and preferences of the Company's authorized but unissued Series A Preferred Stock and the Company filed an Amended and Restated Certificate of Designation with the Secretary of State of the State of Delaware.

The outstanding shares of Series A Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Company as a single class and, regardless of the number of shares of Series A Preferred Stock outstanding and as long as at least one of such shares of Series A Preferred Stock is outstanding, such share shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders. Each outstanding share of the Series A Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series A Preferred Stock.

Series B Convertible Preferred Stock

The Company has 850,000 shares of $0.01 par value Series B Convertible Preferred Stock (‘Series B”) authorized of which 850,000 shares are issued and outstanding at December 31, 2013.

In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company, prior to the time the Series B becomes convertible into common shares, the holders of Series B shall be entitled to $0.01 per share. In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company after the time the Series B becomes convertible into common shares, the holders of Series B shall be entitled to share with the holders of common stock pari passu in the assets of the Company, on an as converted basis, whether such assets are capital or surplus of any nature. The Series B shall be convertible upon the earlier to occur of: (i) the date the Company generates net profits in any two consecutive fiscal quarters or (ii) April 1, 2006.

The conversion of Series B shall be on the basis of ten shares of common stock for one Series B share, as may be adjusted from time to time. Upon conversion, the holder of the Series B will be required to pay to the Company a conversion price for each share of common stock equal to $0.10.

The holders of the Series B shall vote on all matters with the holders of the common stock (and not as a separate class) on a ten vote per share basis. The holders of the Series B shall be entitled to receive all notices relating to voting as are required to be given to the holders of the common stock.

During 2003, the Company issued to Mr. Peter Klamka, the Company's CEO, 850,000 shares of Series B as consideration for the contribution of an affinity credit card business to Legend Credit.

Series C Convertible Preferred Stock

The Company has 147,775 shares of $0.01 par value Convertible Preferred Stock (“Series C”) authorized of which 147,775 shares are issued and outstanding at December 31, 2013.

In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company prior to the time the Series C becomes convertible into common shares, the holders of Series C shall be entitled to $0.01 per share. In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company after the time the Series C becomes convertible into common shares, the holders of Series C shall be entitled to share with the holders of shares of common stock and Series B convertible preferred stock pari passu in the assets of the Company, on an as converted basis, whether such assets are capital or surplus of any nature. The Series C shall be convertible upon the earlier to occur of: (i) the date the Company generates net profits in any two consecutive fiscal quarters; (ii) April 1, 2006; or (iii) any date that the market price per share of common stock equals or exceeds $0.50.

The conversion of Series C shall be on the basis of one hundred shares of common stock for one Series C share, as may be adjusted from time to time. Upon conversion, the holder of the Series C will be required to pay to the Company a conversion price for each share of common stock equal to $0.10.

The holders of the Series C shall vote on all matters with the holders of the common stock (and not as a separate class) on a ten vote per share basis. The holders of the Series C shall be entitled to receive all notices relating to voting as are required to be given to the holders of the common stock.

During 2004, the Company issued to Mr. Peter Klamka, the Company's CEO, 147,775 shares of Series C as consideration for the contribution of an additional 10% ownership in Legend Credit. (See Note 3)

Common Stock

The Company has 75,000,000,000 shares of $0.001 par value common stock authorized of which 113,612,813 are issued and outstanding at December 31, 2013.

During the year ended December 31, 2012 a total of 37,801,500 shares were issued to reduce notes payable for a value of $337,757.

During the year ended December 31, 2013 a total of 74,026,257 shares were issued to reduce notes payable and 1,000,000 shares were issued for services for a total combined value of $165,800.

Note 8 - Income Taxes

The components of income tax (benefit) expense for the years ended December 31, 2013 and 2012 respectively, are as follows:


	2013		2012

Federal:
Current	$	-	$	-
Deferred		-		-
		-		-

State:
Current		-		-
Deferred		-		-
		-		-
	$	-	$	-

The Company has a net operating loss carry forward to offset future taxable income of $23,602,687 for federal purposes and $22,078,037 for state purposes. Subject to current regulations, this carry forward will begin to expire in 2012 in varying amounts until 2021. The amount and availability of the net operating loss carry forwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carry forwards.

The Company’s income tax expense (benefit) for the years ended December 31, 2013 and 2012 respectively, differed from the statutory federal rate of 34 percent as follows:


	2013			2012

Statutory rate applied to loss before income taxes	$	(200,252	)	$	(1,557,848	)

Increase(decrease) in income taxes resulting from:

State, income taxes		-			-
Other, including reserve for deferred tax asset		200,252			1,557,848

Income Tax Expense	$	-		$	-

Temporary differences due to statutory requirements in the recognition of assets and liabilities for tax and financial reporting purposes, generally including such items as organizational costs, accumulated depreciation and amortization, allowance for doubtful accounts, organizational and start-up costs and vacation accruals. These differences give rise to the financial statement carrying amounts and tax bases of assets and liabilities causing either deferred tax assets or liabilities, as necessary, as of December 31, 2013 and 2013, respectively:


	December 31,
	2013			2012
Deferred tax assets
Net operating loss carry forwards	$	8,225,166		$	8,042,914
Less: valuation allowances		(8,225,166	)		(8,042,914	)

Net Deferred Tax Asset	$	-		$	-

Note 9 - Commitments and Contingencies

Litigation

Legend Studios, Inc. vs. Quorum Radio Partners, Inc., Quorum Radio Partners of Virginia, Inc. and Quorum Communications, Inc.

Legend Studios lawsuit arises from defendants' breach of the parties' Asset Purchase Agreement and Time Brokerage Agreement that govern the sale, programming, operations and revenues of certain radio stations (KELE-AM, KELE-FM, WIQO, WKEY and WKCI). Legend Studios seeks specific performance of the agreements, as well as in excess of $1.5 million in damages. Defendants have been served with the complaint, but have not filed answers and may be subject to entry of default. Quorum Radio Partners of Virginia, Inc., however, filed a bankruptcy petition after being served with the complaint, which stays Legend Studios’ proceedings solely against that entity.

In the ordinary course of business, the Company is generally subject to claims, complaints, and legal actions. At December 31, 2013, management believes that the Company is not a party to any action which result would have a material impact on its financial condition, operations, or cash flows.

Commitments

In September, 2007, Legend Credit, Inc. entered into an agreement with UCE, Inc. in which the Company agreed to contribute $500,000 toward production, marketing and promotion costs for a weekly mixed martial arts event scheduled and produced by UCE, Inc. The Company contributed $29,562 toward the agreed-upon. The investment of $29,562 was fully impaired during the year ended December 31, 2008.

During the year ended December 31, 2010 the Company invested a total of $135,000 worth of units in Network Talent, LLC, (Network), a modeling agency in California.

The Company has committed to advance by way of purchase of units of Network a total of $400,000 of which $388,680 has been advanced to date.

Note 10 - Subsequent Events

In accordance with ASC 855, the Company evaluated subsequent events through March 16, 2015, the date these financial statements were issued.

Subsequent to December 31, 2013, approximately 223,822,343 in common shares were issued at various prices to reduce notes payable.

GLOBAL LEADERSHIP INSTITUTE INC. 10-K