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, ~~2012~~2013

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

ACT OF 1934

For the transition period from to -------------- -------------- 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 ~~Dr.~~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)

~~Check~~Indicate ~~whether the issuer (1) filed all reports required to be filed~~ by ~~Section~~check 13mark orif ~~15(d) of~~ the ~~Exchange Act during the past 12 months (or for such shorter period that the~~ registrant ~~was~~is ~~required~~a towell-known ~~file~~seasoned ~~such reports)~~issued, ~~and~~as ~~(2)~~defined ~~has~~in ~~been~~Rule ~~subject~~405 toof ~~such filing requirements for~~ the ~~past~~Securities ~~90 days~~Act. Yes [X ] No [X ]

~~Check~~Indicate ifby nocheck ~~disclosure~~mark ofif ~~delinquent~~the ~~filers~~registrant ~~in response to Item 405 of Regulation S-K~~ is ~~contained~~not inrequired ~~this~~to ~~form,~~file ~~and~~reports nopursuant ~~disclosure will be contained,~~ to ~~the~~Section ~~best~~13 ~~of registrant's knowledge, in definitive proxy~~ or ~~information~~Section ~~statements~~15(d) ~~incorporated by reference in Part III~~ of ~~this~~the ~~Form~~Act. ~~10-K~~Yes or[ ~~any~~] ~~amendment~~No ~~to this Form 10-K.~~ [X ]

~~State~~Indicate by checkmark whether the issuer's ~~revenues~~(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 ~~its~~such ~~most~~shorter ~~recent~~period ~~fiscal~~that ~~year:~~the ~~$77~~registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [] No [ X]

~~State~~Indicate ~~the~~by ~~aggregate~~check ~~market~~mark ~~value~~whether of the ~~voting~~registrant has submitted electronically and ~~non-voting~~posted ~~common~~on ~~equity~~its ~~held~~corporate byWeb ~~non-affiliates~~site, ~~computed~~if byany, ~~reference~~every toInteractive ~~the~~Data ~~price~~File atrequired ~~which~~to ~~the~~be ~~common~~submitted ~~equity~~and ~~was~~posted ~~sold,~~pursuant orto ~~the~~Rule ~~average~~405 ~~bid~~of ~~and~~Regulation ~~asked~~S-T ~~price~~(§ 232.405 of ~~such~~this ~~common~~chapter) ~~equity,~~during asthe ofpreceding a12 ~~specified~~months ~~date~~(or ~~within~~for such shorter period that the ~~past~~registrant 60was ~~days:~~required ~~$81,032 as~~to ofsubmit ~~November~~and ~~11,~~post ~~2013~~such files). Yes [] No [ X]

~~State~~Indicate ~~the~~by ~~number~~check ofmark ~~shares~~if ~~outstanding~~disclosure of ~~each~~delinquent offilers ~~the~~pursuant ~~issuer's~~to ~~classes~~Item 405 of ~~common~~Regulation ~~equity,~~S-K as(§ 229.405 of ~~the~~this ~~latest~~chapter) ~~practicable~~is ~~date:~~not 38contained herein,~~586~~ and will not be contained,~~655~~ asto the best of ~~December~~registrant’s 31knowledge, ~~2012~~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]

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [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 ~~which did not have any business operations as of December 31, 2012~~ and Legend Studios Inc.

~~OUR~~We ~~SOURCES~~currently OFan ~~REVENUE~~applications on the iTunes store called “The Iron Sheik Soundboard.” The Iron Sheik is a popular character from professional wrestling.

~~SALES~~We OFalso ~~MOBILE~~distribute ~~PRODUCTS~~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 ~~currently~~also anmarket ~~applications~~ on ~~the~~ iTunes ~~store~~free of charge a music themed application called ~~“The~~ ~~Iron~~Metal ~~Sheik~~RSS. ~~Soundboard~~This application is a collection of newsfeeds targeted at music fans.” ~~The~~We ~~Iron~~believe ~~Sheik~~that this is a ~~popular~~compliment ~~character~~to ~~from~~our ~~professional~~activities ~~wrestling~~in mixed martial arts.

We ~~also~~intend ~~distribute~~to ~~free~~develop ofmore ~~charge~~free anapplications ~~iPhone~~with ~~application~~the ~~called~~intention ~~MMAUnderboss~~of ~~which~~creating is a ~~collection~~large ofuser ~~newswires~~base ~~covering~~that ~~the~~can ~~sport~~be ofattractive ~~mixed~~to ~~martial~~advertisers ~~arts. We~~as ~~believe~~well ~~that~~as ~~this~~to ~~application will~~ allow us to ~~advertise~~sell ~~additional~~virtual ~~apps~~goods, ~~that~~, ~~will~~develop becouponing ~~sold~~and onspecial asale ~~per~~opportunities ~~download~~for ~~basis.~~potential Weadvertisers ~~also~~and ~~maintain~~for ~~the~~location ~~site~~based ~~www~~incentives.~~twitter.com/mmaunderboss to promote our Underboss application. We have over 3000 followers to our Twitter promotional site.~~

We INVESTMENT ~~also~~IN ~~market~~MODELING 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.BUSINESS

WeThrough ~~intend~~our tosubsidiary, ~~develop~~Legend ~~more~~Studios ~~free~~Inc, ~~applications~~we ~~with~~have ~~the~~a ~~intention~~14.88% ofpercent ~~creating~~equity ainterest ~~large~~in ~~user~~The ~~base~~Network ~~that~~Talent, ~~can~~LLC be(www.thenetworktalent.com) ~~attractive~~which tois ~~advertisers~~producing asand ~~well~~marketing asa tonew ~~allow~~platform usfor ~~to sell~~the ~~virtual~~modeling ~~goods,~~industry. ,The ~~develop~~platform ~~couponing~~includes ~~and~~the ~~special~~digital ~~sale~~aggregation ~~opportunities~~of ~~for~~talent ~~potential~~from ~~advertisers and~~around ~~for~~the ~~location based incentives~~world..

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

~~Through~~Education 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.Business

~~The~~On ~~Network~~May ~~Talent~~9,~~LLC's~~ ~~efforts~~2013, ~~were~~Cephas ~~recently~~Holdings, ~~chronicled~~Inc. on(the a“Company”) ~~reality~~entered ~~series~~into ~~called~~an Asset Purchase Agreement with Global Leadership Institute South Africa, LLC. (collectively, “~~Remodeled~~Seller”) ~~which~~pursuant ~~aired~~to inwhich the ~~United~~Company ~~States~~shall onacquire ~~the~~all CWbusiness ~~Network~~relationships, domain names, contracts if any, and trade secrets. The purchase price is three million (3,000,000) restricted common shares payable upon execution.

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

~~MARKETING~~Industry ~~AND~~and ~~PROMOTION~~Market OFOverview ~~IPHONE~~(Overview ~~PHONE~~of ~~PRODUCTS~~ Bitcoin)

WeBitcoins ~~continually~~are ~~evaluate~~a ~~numerous~~digital ~~ways~~or virtual currency that use peer-to-peer ~~reach~~technology ~~our~~to ~~potential~~facilitate ~~customers~~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 ~~promote~~make ~~our~~verified ~~products~~transfers. WeBitcoin ~~intend~~is an accepted form of payment by a growing, but still limited number of businesses, while governments and regulators are beginning to ~~promote~~create ~~our~~more ~~products~~regulation ~~through~~and ~~the~~structure ~~following~~to ~~means:~~legitimize it as a currency.

~~-Online~~The ~~advertising~~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 ~~promotion~~can be bought with traditional currency through exchanges. WeUsers ~~maintain~~store ~~both~~their Bitcoins in a ~~Facebook~~digital ~~page~~wallet, ~~and~~while transactions are verified by a ~~Twitter~~digital ~~page.~~signature Weknown ~~continue~~as toa ~~evaluate~~public-encryption ~~other~~key. ~~new~~The first Bitcoin specification and ~~emerging~~proof-of-concept ~~opportunities~~was published in 2009 by an individual or individuals under the ~~online~~pseudonym ~~field~~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.

~~-Free~~OUR ~~products~~SOURCES ~~and~~OF ~~promotions~~REVENUE ~~to early adopters, members of the media and other key influencers;~~

-SALES ~~Individual~~OF ~~webpages~~DIGITAL ~~for specific apps with special content such as behind the scenes videos.~~ CURRENCY

~~-Personal~~Through ~~and~~our ~~media~~ATM ~~appearances.~~machines ~~Our~~we ~~contracts~~intend ~~usually~~to ~~grant~~generate usrevenue ~~the~~from ~~ability~~transction fees charged to atconsumers ~~our~~who ~~option~~purchase toor ~~have~~sell ~~personal~~bitcoin ~~appearances~~using our machine. We ~~These~~may ~~appearances~~also ~~can~~generate berevenue ~~used~~from ~~for~~the ~~radio~~margin ~~and~~between ~~television~~our orcost ~~autograph~~of ~~signings~~the ~~directly~~bitcoin toand ~~with~~the ~~fans~~selling price of the bitcoin.

~~-Comarketing~~SALE ~~with~~OF ~~other~~BITMD ~~related~~AND ~~companies.~~RELATED BITCOIN SERVICES

~~RISKS~~We ~~THAT~~will ~~MAY~~charge ~~AFFECT~~a ~~FUTURE~~fee ~~RESULTS~~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.

~~The~~EMPLOYEES following risk factors and other information included in this Annual Report should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected. We could be forced to suspend operations entirely. Before considering any kind of investment in our common stock, you should be aware that there are numerous risks, as described below. You should carefully consider all these risk factors together with all of the other information available before you decide to purchase shares of our common stock.

WEAs ~~HAVE~~of ANDecember ~~ACCUMULATED~~31, ~~DEFICIT~~2013, ~~AND~~we ~~ANTICIPATE~~had ~~FURTHER~~a ~~LOSSES~~total of one full-time employee. None of our employees is covered by a collective bargaining agreement.

We have incurred significant losses since we began doing business. For the year ended December 31, 2012 we incurred a net loss of $4,581,906. There can be no assurance that our services and products will ever generate sufficient revenues or that our operations will ever be profitable. As of December 31, 2012, we had an accumulated deficit of $27,547,029. We expect to incur operating losses for the near future until we can generate sufficient sales to cover our operating expenses.

We have generated limited revenues to date from the business we conduct and there can be no assurance that we will ever generate sufficient revenues from the business we conduct to cover all of our operating

expenses. We also expect to significantly increase our operating expenses to expand our sales and marketing operations, to fund greater levels of product development, and to develop other forms of revenue generating business and licensing of our proprietary materials to others.

We expect to incur losses in 2013, and we may never achieve profitability. Accordingly, we may not be able to implement our business strategy, and the price of our common shares may decline. Our quarterly operating results are likely to fluctuate significantly and may fail to meet the expectations of investors, and cause the price of our common shares to decline.

WE RECEIVED AN OPINION FROM OUR ACCOUNTANTS FOR THE PERIOD ENDED DECEMBER 31, 2012, WHICH RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AFTER SUCH DATE AS A GOING CONCERN.

Our consolidated financial statements for the year ended December 31, 2012, which are included in this Form 10-K, indicate that there was substantial doubt as of December 31, 2012 about our ability to continue as a going concern due to our need to generate cash from operations and obtain additional financing. We have had a going concern opinion from our auditors since our inception in 1997.

WE NEED TO RAISE ADDITIONAL FUNDS TO FUND OUR BUSINESS OPERATIONS.

We need to raise additional funds because our cash flows have proven to be insufficient to fund operations, including our obligations to pay minimum royalties under our agreements. Several of our trade creditors and licensors have outstanding balances and may elect to sue to recover their amounts owed. Management feels that these can be defended or settled on favorable terms. There can be no assurance that additional financing will be available to us on commercially reasonable terms, or at all. We may raise funds through equity or debt financings, depending on our opportunities. If we raise additional funds by issuing equity securities, this will further dilute the interests of our current stockholders. If we raise additional funds by issuing debt securities, we will be subject to the risks associated with incurring substantial indebtedness, including the risks that interest rates may fluctuate and cash flow may be insufficient to pay principal and interest on any such indebtedness. We have no current arrangements with respect to, or sources of, additional financing, and it is not anticipated that our existing stockholders will provide any portion of our future financing requirements.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY IN THE MOBILE PHONE, MOBILE ACCESSORY, MOBILE DATA AND GAMING, AND OPERATING SYSTEM SOFTWARE MARKETS. THIS WOULD HAVE A MATERIAL ADVERSE EFFECT ON OR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

As we attempt to expand into the iPhone app market our future growth will depend on the commercial success of our branded products. The markets for these products and services are highly competitive and we expect competition to increase in the future. Most of our competitors in this market have significantly greater financial, technical and marketing resources than we do. This will make it difficult for us to compete successfully.

THE LOSS OF OUR CHIEF EXECUTIVE OFFICER'S SERVICES WOULD HAVE A MATERIAL ADVERSE EFFECT ON US.

Our success will be largely dependent on the efforts of Peter Klamka, our Chairman, President and Chief Executive Officer, and his ability to forge new relationships with celebrities and to maintain such relationships, as well as to oversee the development and maintenance of our products. Our success will also be highly dependent on Mr. Klamka's ability, as well as the ability of others employed by us, to successful market new products and develop new products. The loss of his services would have a material adverse effect on our business and prospects.

We have not entered into an employment agreement with Mr. Klamka and Mr. Klamka has not entered into any agreement restricting his involvement in a business which competes with us. As a result, Mr. Klamka is an employee-at-will and has the right to leave us at any time. Mr. Klamka has informed us that he intends to devote a portion of his working time to our business and that he also intends to devote a portion of his time to other business interests that do not compete with our business. In addition, Mr. Klamka is not restricted from entering into a competing business after the term of his employment with us; provided, however, that he would not be permitted to use proprietary information and trade secrets belonging to us. Our success will also be dependent upon our ability to hire and retain marketing, financial and other personnel. Competition for qualified personnel is intense and there can be no assurance that we will be able to hire or retain additional qualified personnel. The loss of our Chief Executive Officer’s service would have a material adverse effect on us.

At the present time we are unable to pay any dividends.

The Company has not paid any cash dividends and does not anticipate paying any cash dividends on its common stock in the foreseeable future. It is anticipated that earnings, if any, which may be generated from operations will be used to finance the continued operations of the Company. Investors who anticipate the immediate need of cash dividends from their investment should refrain from purchasing any of the securities offered hereby.

Future issuance of securities could cause dilution to existing shareholders.

The Company has the authority to issue up to 300,000,000 shares of common stock, and to issue options and warrants to purchase shares of our common stock without stockholder approval. The company expects to regularly issue shares to fund operations and to satisfy outstanding convertible notes. Future issuances of common will dilute the holdings of our existing stockholders and may reduce the market price of our common stock. Holders of our common stock are not entitled to preemptive rights.

There is currently a limited trading market for our common stock and our stock experiences price fluctuations.

There is currently a limited market for our common stock and we can provide no assurance to investors that a more robust market will develop. If a more robust market for our common stock does not develop, our shareholders may not be able to resell the shares of our common stock they have purchased and they may lose all of their investment. Our stock is thinly traded and is therefore subject to significant fluctuations if the amount of trading increases significantly for a short period of time. Even one large trade could materially affect the price of the stock even though the status of the Company remains unchanged.

The trading price of our common stock may be subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control, including, without limitation, public announcements regarding our Company, purchases or sales by existing stockholders, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts. These fluctuations may have a material adverse effect on the trading price of our common stock.

In addition, the stock market in general, and the market for technology related companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. Market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

~~EMPLOYEES~~ITEM 2. DESCRIPTION OF PROPERTY.

AsWe ofcurrently ~~December~~maintain ~~31,~~a ~~2012,~~mailing weaddress ~~had~~at a215 ~~total~~Dino ofDrive ~~one~~in ~~full-time~~Ann ~~employee~~Arbor, Michigan. We ~~None~~do ofnot ~~our~~have ~~employees~~the ~~are~~need ~~covered~~for byoffice aspace ~~collective~~at ~~bargaining~~this ~~agreement~~time.

ITEM 23. ~~DESCRIPTION~~LEGAL ~~OF PROPERTY~~PROCEEDINGS.

WeThe ~~currently~~company ~~maintain~~is aparty ~~mailing~~to ~~address~~legal atproceedings ~~215~~from ~~Dino~~time Drto intime. ~~Ann~~None ~~Arbor,~~of ~~Michigan. We~~the dolegal ~~not~~proceedings ~~have~~in ~~the~~management’s ~~need~~opinion ~~for~~would ~~office~~have ~~space~~an atadverse ~~this~~material ~~time~~impact on the company.

~~ITEM~~There 3.were ~~LEGAL~~no ~~PROCEEDINGS~~lawsuits filed against the Company or threats of lawsuits in 2013 or thereafter.

~~The~~ITEM ~~company is party to legal proceedings from time to time~~4. ~~None~~MINE ofSAFETY ~~the legal proceedings in management’s opinion would have an adverse material impact on the company~~DISCLOSURE.

~~There~~Not ~~were no lawsuits filed against the company or threats of lawsuits in 2012~~applicable.

~~ITEM~~PART 4.II ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.~~

~~PART~~MARKET IIINFORMATION

~~ITEM~~Our 5common stock is traded on the Pink Sheets under the symbol CEHC. The ~~MARKET~~following ~~FOR~~table ~~COMMON~~sets ~~EQUITY~~forth ~~AND~~the ~~RELATED~~range ~~STOCKHOLDER~~of ~~MATTERS~~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.

~~MARKET~~FISCAL ~~INFORMATION~~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

~~Our~~On ~~common~~March ~~stock~~16, ~~is traded on the Pink Sheets under the symbol CEHC.~~2015 ~~The following table sets forth~~ the ~~range~~closing ~~of high and low~~ bid ~~quotations~~price for ~~each of~~ the ~~prior~~common ~~eight~~stock ~~(8)~~on ~~fiscal~~OTC ~~quarters.~~Markets ~~The~~was ~~quotations represent inter-dealer quotations without adjustment for retail mark-ups, mark-downs or commissions and may not represent actual transactions~~$. 001.

~~FISCAL~~HOLDERS QUARTER ENDING HIGH BID LOW BID March 31, 2011....................... $ 0.007 $ 0.006 June 30, 2011....................... $ 0.007 $ 0.006 September 30, 2011................... $ 0.14 $ 0.0095 December 31, 2011................... $ 0.0125 $ 0.009 March 31, 2012....................... $ 0.016 $ 0.012 June 30, 2012........................ $ 0.0045 $ 0.0045 September 30, 2012................... $ 0.002 $ 0.002 December 31, 2012................... $ 0.0035 $ 0.0035

~~On November~~As 11of March 16, ~~2013~~2015, there ~~the~~were ~~closing~~179 ~~bid~~record ~~price~~holders ~~for~~of ~~the~~our common stock. onThis ~~the Pink~~does ~~Sheets~~not ~~was~~include $shares held in street name.~~0023~~

~~HOLDERS~~DIVIDENDS

AsSince ofour ~~December 31~~inception, ~~2012~~no ~~there~~cash ~~were~~dividends ~~172~~have ~~record~~been ~~holders~~declared ofon our common stock. ~~This does not include shares held in street names.~~

~~DIVIDENDS~~SALES OF UNREGISTERED SECURITIES

~~Since~~During ~~our~~the ~~inception~~year ended December 31, no2013 ~~cash~~a ~~dividends~~total ~~have~~of ~~been~~74,026,257 ~~declared~~shares onwere ~~our~~issued ~~common~~to ~~stock~~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.

~~SALES~~AMENDED OFAND ~~UNREGISTERED~~RESTATED ~~SECURITIES~~CONVERTIBLE NOTE

~~None~~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. ~~MANAGEMENT'S~~SELECTED ~~DISCUSSION~~FINANCIAL ~~AND ANALYSIS OR PLAN OF OPERATION~~DATA.

~~FORWARD~~The ~~LOOKING~~Company ~~STATEMENTS~~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.

~~This~~ITEM ~~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~~7. ~~Shareholders~~MANAGEMENT'S ~~are~~DISCUSSION ~~cautioned~~AND ~~that~~ANALYSIS ~~all~~OF ~~forward-looking~~FINANCIAL ~~statements~~CONDITION ~~involve~~AND ~~risks~~RESULTS ~~and~~OF ~~uncertainty, including without limitation, our ability develop our mobile applications~~OPERATIONS. 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~~FORWARD LOOKING STATEMENTS

~~The~~This ~~following~~report ~~discussion~~contains ~~and~~certain ~~analysis~~forward-looking ~~should~~statements bewithin ~~read~~the inmeaning ~~conjunction~~of ~~with~~Section ~~our~~27A ~~consolidated~~of ~~financial~~the ~~statements~~Securities Act of 1933, as amended, and ~~related~~Section ~~footnotes~~21E ~~for~~of the ~~year~~Securities ~~ended~~Exchange ~~December~~Act 31of 1934, ~~2012 elsewhere~~as inamended. ~~this~~Shareholders ~~Annual~~are ~~Report~~cautioned onthat ~~Form~~all 10forward-Klooking statements involve risks and uncertainty, including without limitation, our ability develop our mobile applications. ~~The~~Although ~~discussion~~we ofbelieve ~~results~~the assumptions underlying the forward-looking statements contained herein are reasonable, ~~causes~~any ~~and~~of ~~trends~~the ~~should~~assumptions ~~not~~could be ~~construed~~inaccurate, toand ~~imply~~therefore, ~~any~~there ~~conclusion~~can ~~that~~be ~~such~~no ~~results~~assurance orthat ~~trends~~the ~~will~~forward-looking ~~necessarily~~statements ~~continue~~contained in the ~~future~~report will prove to be accurate.

WeGENERAL 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.

WeThe ~~also~~following ~~are~~discussion ~~developing~~and ananalysis ~~education~~should ~~business~~be ~~focused~~read onin ~~executive~~conjunction ~~education~~with inour ~~developing~~consolidated ~~countries.~~financial Westatements ~~also~~and ~~have~~related anfootnotes ~~interest~~for the year ended December 31, 2013, and elsewhere in athis ~~social~~Annual ~~media~~Report ~~company~~on ~~targeting~~Form ~~the~~10-K. ~~modeling~~The discussion of results, causes and ~~fashion~~trends ~~industry~~should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.

We ~~are~~were aincorporated ~~developer~~in Delaware on January 13, 1998 and ~~marketer~~are the successor to Interactive Entertainment Studio, Inc. (IES). IES was incorporated in the State of ~~mobile~~ ~~phone~~Nevada ~~applications~~on May 27, 1997 and was merged into us in March 1998 for the ~~iPhone~~sole ~~platform.~~purpose Weof ~~currently~~changing ~~have~~the ~~three~~domicile ~~apps~~of ~~available~~the Company to ~~consumers~~Delaware. ~~Our apps~~This ~~are “Iron~~merger ~~Sheik~~was ~~Soundboard”~~retroactively reflected in the December 31, ~~“MMAUnderboss”~~1997 ~~and~~financial ~~“Metal~~statements. ~~News”~~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.

~~Since~~We ~~our~~are ~~inception,~~developing wea ~~have~~business ~~incurred~~in ~~net~~the ~~losses~~sale of ~~$27,547,029~~digital atcurrency ~~December~~to ~~31,~~consumers ~~2012~~primarily ~~current~~through ~~liabilities exceeded current assets by $6,198,364~~kiosks. ~~In addition, we are delinquent in certain payments due for license fees and notes payable.~~ We ~~may~~also beoffer ~~unable~~payment toenabling ~~continue~~services inthat ~~existence~~allow ~~unless~~businesses ~~we are able~~ to ~~arrange~~accept ~~additional~~digital ~~financing~~currency ~~and~~as ~~achieve~~a ~~profitable~~form ~~operations~~of payment. We ~~plan~~are toalso ~~raise~~developing ~~additional~~a ~~capital~~network ~~and~~of ~~expect~~partners to ~~generate~~own ~~cash from the sale of the Iphone~~ and ~~Ipad~~operate ~~applications~~bitcoin kiosks.

~~Our~~Since ~~business~~our ~~model~~inception, iswe tohave ~~grow~~incurred innet ~~the~~losses ~~area~~ of ~~mobile~~$28,136,008 ~~content~~at ~~and~~December ~~mobile~~31, ~~applications~~2013 current ~~specifically~~liabilities inexceeded ~~the~~current ~~area~~assets ofby ~~mixed~~$6,649,983. ~~martial~~In ~~arts~~addition, ~~and~~we ~~more~~are ~~generally~~delinquent ~~content~~in ~~that~~certain ~~reaches~~payments adue ~~young~~for ~~male~~certain ~~demographic~~notes payable. ~~This~~We ~~business~~may ~~model~~be ~~includes~~unable ~~seeking~~ to ~~obtain~~continue ~~licenses~~in ~~with~~existence ~~well-known~~unless ~~MMA~~we ~~figures~~are able to arrange additional financing and ~~brands,~~achieve ~~develop~~profitable ~~large~~operations. ~~promotional~~We ~~programs~~plan ~~that~~to ~~permit~~raise usadditional capital and expect to ~~market~~generate ~~our~~cash ~~products~~from ~~more~~the ~~effectively~~sale ~~and~~of ~~develop~~our ~~other~~products ~~distribution~~and ~~channels~~services.

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

~~Management's~~Significant ~~Discussion~~Accounting ~~and~~Policies ~~Analysis of Financial Condition~~ and ~~Results~~Estimates 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-KSB for the year ended December 31, 2012.

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.

~~Year~~Results ~~ended~~of ~~December~~Operations ~~31, 2012 vs. December 31, 2011~~

~~Revenue~~Year ~~for the year~~ ended December 31, ~~2012~~2013 ~~decreased by $191 from $268 for the year ended December 31, 2011 to $77 for the year ended December 31, 2012~~vs. ~~Revenue for the year ended~~ December 31, ~~2011 was from sales of the Iron Sheik Iphone application.~~2012

~~Cost~~Revenue ~~of revenue~~ for the year ended December 31, ~~2012~~2013 ~~was~~decreased ~~the~~by ~~same~~$76 asfrom $77 for the year ended December 31, ~~2011~~ 2012 to ~~which was~~ $0.1 ~~Cost of revenue as a percentage of revenue was 0% and 0%~~ for the year ended December 31, ~~2012 and 2011, respectively~~2013.

~~Selling,~~Cost ~~general~~of ~~and~~revenue ~~administrative expenses~~ for the year ended December 31, ~~2012~~2013 ~~decreased~~was bythe ~~$119,631~~same ~~from~~as ~~$398,298 for~~ the year ended December 31, ~~2011~~2012 to ~~$278,667~~which ~~for~~was ~~the year ended December 31, 2012~~$0. ACost ~~majority~~ of ~~selling,~~revenue ~~general~~as ~~and~~a ~~administrative~~percentage ~~expenses~~of inrevenue ~~2012 are~~was ~~related~~0% toand ~~professional~~0% ~~and~~for ~~consulting~~the ~~fees~~year ~~paid~~ended ~~with~~December ~~shares~~31, of2013 ~~our~~and ~~common~~2012, ~~stock~~respectively.

~~Interest~~Selling, ~~expense~~general and ~~financing~~administrative ~~costs~~expenses for the year ended December 31, ~~2012~~2013 decreased by $~~180~~87,~~951~~887 from $~~333~~278,~~410~~667 for the year ended December 31, ~~2011~~ 2012 to $~~152~~190,~~459~~780 for the year ended December 31, ~~2012~~2013. ~~This~~ ~~was~~A ~~mainly~~majority ~~due~~of toselling, ~~certain~~general ~~loans~~and ~~payable~~administrative ~~being~~expenses ~~either~~in 2012 and 2013 are related to professional and consulting fees paid ~~off~~with orshares ~~written~~of ~~off~~our ascommon ~~not~~stock ~~being~~and ~~owed~~a bysalary to Peter Klamka of $175,000 in each of the ~~Company~~years.

Equity loss in Legend Credit, Inc. was $0 for both the year ended December 31, ~~2012~~2013 and ~~2011~~2012. We own a 50% interest in Legend Credit, which previously marketed prepaid debit cards.

~~Net~~LIQUIDITY ~~loss~~AND ~~for~~CAPITAL ~~the~~RESOURCES year ended December 31, 2012 was $4,581,906 as compared with $812,307 for the year ended December 31, 2011. The loss was attributable primarily to the loss on conversion of debt to equity in the amount of $4,380,120.

~~LIQUIDITY~~We ~~AND~~have ~~CAPITAL~~incurred ~~RESOURCES~~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.

WeITEM ~~have incurred net losses since our inception of $27,547,029~~7A. InQUANTITATIVE ~~order~~AND ~~for~~QUALITATIVE usDISCLOSURES toABOUT ~~continue~~MARKET ~~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~~RISK.

~~ITEM~~The 7.Company ~~FINANCIAL~~is ~~STATEMENTS~~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.

~~See~~ITEM ~~below~~8. FINANCIAL STATEMENTS.

~~ITEM~~See 8.pages ~~CHANGES~~beginning INwith ~~AND~~page ~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~F-1.

ITEM ~~8A(T)~~9. ~~CONTROLS~~ CHANGES IN AND ~~PROCEDURES~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~Disclosure Controls and Procedures~~None.

~~The~~ITEM 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 SEC9A. ~~The~~ ~~Company’s~~CONTROLS ~~disclosure~~AND 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. Based on that evaluation, the Chief Executive Office and Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.PROCEDURES

~~Management’s~~Disclosure ~~Report~~Controls onand ~~Internal Control over Financial Reporting~~Procedures

The Company’s ~~management~~has isadopted ~~responsible~~and ~~for~~maintains ~~establishing~~disclosure controls and ~~maintaining~~procedures ~~adequate~~that ~~internal~~are ~~control~~designed ~~over~~to ~~financial~~provide ~~reporting,~~reasonable asassurance ~~defined~~that information required to be disclosed in the reports filed under the Exchange Act, ~~Rule~~such ~~13a-15(f)~~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 ~~internal~~disclosure ~~control~~controls ~~over~~and ~~financial~~procedures ~~reporting~~are isalso designed to ~~provide~~ensure ~~reasonable~~that ~~assurance~~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 ~~board~~Principal ofFinancial ~~directors~~Officer, ~~regarding~~has conducted an evaluation of the ~~preparation~~effectiveness of disclosure controls and ~~fair~~procedures ~~presentation~~as of ~~published~~the ~~financial~~end ~~statements~~of the period covered by this report. ~~Management~~ Inasmuch ~~conducted~~as anwe ~~assessment~~only ofhave one individual serving as our officer, director and employee we have determined that the Company’s ~~internal~~has, ~~control~~per se, inadequate controls and procedures over financial reporting ~~based~~due onto the ~~framework~~lack ~~and~~of ~~criteria~~segregation ~~established~~of byduties despite the ~~Committee~~fact ofthat ~~Sponsoring~~the ~~Organizations~~Company ofhas ~~the~~very ~~Treadway~~little ~~Commission~~operating inactivity. Management ~~Internal~~recognizes ~~Control~~that –its ~~Integrated~~controls ~~Framework. Based~~and onprocedures would be substantially improved if there was a greater segregation of the ~~assessment,~~duties ~~management~~of ~~concluded~~Chief ~~that,~~Executive Officer and Chief Financial Officer and as ofsuch ~~December~~is ~~31,~~actively ~~2012,~~seeking to remediate this issue. Management believes that the ~~Company’s~~material ~~internal~~weakness ~~control~~in ~~over~~its ~~financial~~controls ~~reporting~~and isprocedures ~~ineffective~~referenced ~~based~~did not have an effect on ~~those~~our ~~criteria~~financial results.

~~The Company~~Management’s ~~management,~~Report ~~including~~on ~~its~~Internal ~~Chief~~Control ~~Executive~~over ~~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.Reporting

~~Changes~~The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in ~~Internal~~Exchange ~~Control~~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

~~There~~and ~~have~~criteria ~~been~~established noby ~~changes~~the inCommittee ~~internal~~of ~~controls~~Sponsoring ~~over~~Organizations of the ~~financial~~Treadway ~~reporting~~Commission ~~that~~in ~~occurred~~Internal ~~during~~Control ~~the~~– ~~most~~Integrated ~~recent~~Framework. Based ~~fiscal~~on ~~quarter~~the ~~that~~assessment, ~~have~~management ~~materially~~concluded ~~affected~~that, oras ~~are~~of ~~reasonably~~December ~~likely~~31, to2013, ~~materially~~the ~~affect~~Company’s ~~our~~ internal ~~controls~~control over financial reporting is effective based on those criteria.

~~This~~The ~~annual~~Company’s ~~report~~Chief ~~does~~Executive ~~not~~Officer ~~include~~and anPrincipal ~~attestation~~Financial ~~report~~Officer, ofdoes not expect that the Company’s ~~registered~~disclosure ~~public~~controls ~~accounting~~and ~~firm~~procedures ~~regarding~~and its internal control ~~over~~processes ~~financial~~will ~~reporting~~prevent all error and all fraud. ~~Management’s~~ ~~report~~A ~~was~~control system, no matter how well conceived and operated, can provide only reasonable, not ~~subject~~absolute, toassurance ~~attestation~~that bythe objectives of the ~~Company’s~~control ~~registered~~system ~~public~~are ~~accounting~~met. Further, ~~firm~~the ~~pursuant~~design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to ~~temporary~~their ~~rules~~costs. Because of the ~~SEC~~inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that ~~permit~~all control issues and instances of error or fraud, if any, within the Company tohave ~~provide~~been ~~only~~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’s ~~report~~override of the control. The design of any system of controls also is based in ~~this~~part ~~annual~~upon ~~report~~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.

~~PART~~Changes ~~III~~in Internal Control

~~ITEM~~There 9.have ~~DIRECTORS,~~been ~~EXECUTIVE~~no ~~OFFICERS~~changes in internal controls over the financial reporting that occurred during the most recent fiscal quarter that have materially affected, ~~PROMOTERS~~or ~~AND~~are ~~CONTROL~~reasonably ~~PERSONS;~~likely ~~COMPLIANCE~~to ~~WITH~~materially ~~SECTION~~affect ~~16(a)~~our OFinternal ~~THE~~controls ~~EXCHANGE~~over ~~ACT.~~financial reporting.

~~DIRECTORS~~This ~~AND~~annual ~~EXECUTIVE~~report ~~OFFICERS~~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.

~~Our~~PART ~~executive officers and directors are:~~ III

~~NAME~~ITEM ~~AGE~~10. ~~POSITION ---- --- -------- Peter Klamka 44 Chairman of the Board~~DIRECTORS, ~~CEO,~~EXECUTIVE ~~President~~OFFICERS, ~~Treasurer~~AND &CORPORATE ~~Secretary~~GOVERNANCE.

~~The~~DIRECTORS ~~business~~AND ~~experience,~~EXECUTIVE ~~principal~~OFFICERS ~~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~~Our ~~Klamka~~executive ~~has~~officers ~~been our Chairman of the Board~~ and ~~Chief~~directors ~~Executive~~are: 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~~NAME ~~AND~~AGE ~~CONSULTING~~POSITION ~~AGREEMENTS~~Peter Klamka 46 Chairman of the Board, CEO, President, Treasurer & Secretary

WeThe ~~have~~business ~~no employment or other written agreement with Peter Klamka~~experience, ~~our~~principal ~~President~~occupations and ~~Chief~~employment, ~~Executive~~as ~~Officer.~~well ~~Mr.~~as ~~Klamka has an oral agreement with~~ the ~~Company~~periods ~~to receive a base salary~~ of ~~$175~~service,~~000~~ ~~per year and such other compensation as the Board~~ of ~~Directors~~our ~~shall~~sole ~~designate.~~director ~~The~~and ~~Company~~executive ~~believes~~officer ~~that~~during ~~Mr. Klamka will continue to waive a portion of~~ the ~~base~~last ~~salary~~five ~~for~~years ~~the~~are ~~foreseeable~~set ~~future,~~forth ~~although no assurance thereof can be given~~below.

~~Mr.~~Peter Klamka ishas ~~involved~~been inour ~~other~~Chairman ~~business~~of ~~ventures, including~~ the ~~ownership~~Board and ~~management~~Chief ~~other~~Executive ~~private~~Officer ~~and~~since ~~public~~our ~~businesses~~inception in May 1997. Mr. Klamka is ~~formerly~~a ~~the~~former ~~President~~licensed ~~of Solar~~Mixed ~~Acquisition~~Martial ~~Corp.,~~Arts apromoter ~~reporting~~in ~~company. He~~the isState ~~currently~~of onNevada. ~~the~~He ~~Board~~also ofhas ~~Directors~~worked ~~and~~with anumerous ~~vice~~professional ~~president~~athletes, ofcelebrities, ~~Solar~~and ~~Acquisition~~well ~~Corp~~known brands. Mr. Klamka isreceived ~~also~~his ~~the~~Bachelor ~~President~~ of ~~WTTJ~~Arts ~~Corp.,~~degree afrom ~~reporting~~the ~~company~~University of Michigan.

WeEMPLOYMENT ~~have~~AND noCONSULTING ~~employment~~AGREEMENTS ~~or other written agreement with Mr. Klamka. Mr. Klamka has stated he will not enter into any business that competes directly with Cephas Holding Corp.~~

~~AUDIT~~We ~~COMMITTEE~~have ~~FINANCIAL~~no ~~EXPERT~~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 ~~audit~~Company ~~committee~~believes isthat ~~responsible~~Mr. ~~for~~Klamka ~~recommending~~will ~~independent~~continue ~~auditors and reviewing management actions in matters relating~~ to ~~audit~~waive ~~functions.~~a ~~The~~portion ~~committee reviews, with independent auditors, the scope and results~~ of ~~its audit engagement,~~ the ~~system~~base ofsalary ~~internal~~for ~~controls and procedures and reviews~~ the ~~effectiveness~~foreseeable offuture, ~~procedures~~although ~~intended~~no toassurance ~~prevent~~thereof ~~violations~~can ofbe ~~laws~~given.

~~The~~Mr. ~~audit~~Klamka ~~committee,~~is ~~consistent~~involved ~~with~~in ~~the~~other ~~Sarbanes-Oxley~~business ~~Act~~ventures, ofincluding ~~2002~~the ownership and ~~the~~management ~~rules~~other ~~adopted~~private ~~thereunder,~~and ~~meets~~public ~~with~~businesses. Mr. ~~management~~Klamka ~~and~~is formerly the ~~auditors~~President ~~prior~~of toSolar ~~filing~~Acquisition ofCorp., ~~officers’~~a ~~certifications~~reporting ~~with~~company. He is currently on the ~~SEC~~Board toof ~~receive~~Directors ~~information~~and ~~concerning,~~a ~~among~~vice ~~other~~president ~~things,~~of ~~significant~~Solar ~~deficiencies~~Acquisition inCorp. Mr. ~~the~~Klamka ~~design~~is oralso ~~operation~~the President of ~~internal~~WTTJ ~~controls~~Corp., a SEC reporting company.

~~Our~~We ~~board~~have ofno ~~directors~~employment ~~currently~~or ~~acts~~other aswritten ~~our~~agreement ~~audit~~with ~~committee~~Mr. ~~Our audit committee member is not “independent” in accordance with rule 4200(a)(14) of the Nasdaq Marketplace Rules~~Klamka. Mr. ~~Our~~Klamka ~~board~~has ofstated ~~directors~~he ~~does~~will not ~~have~~enter aninto ~~“audit~~any ~~committee~~business ~~financial expert,” within the meaning of~~ that ~~phrase~~competes ~~under~~directly ~~applicable~~with ~~regulations~~Bitcoin ofBrands ~~the Securities and Exchange Commission, serving on the audit committee~~Inc. Mr. ~~The~~Klamka ~~board of directors believes that the member of the audit committee~~ is ~~financially~~not ~~literate~~involved ~~and experienced~~ in ~~business~~any ~~matters~~legal ~~and~~proceedings isrelated ~~capable~~to ofhis (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 expertbusinesses. ~~However, the board of directors believes that no audit committee member has obtained these attributes through the experience~~

~~specified~~AUDIT inCOMMITTEE ~~the~~FINANCIAL ~~SEC's~~EXPERT 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~~The OFaudit ~~ETHICS~~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.

WeThe ~~have~~audit ~~not~~committee, ~~yet~~consistent ~~adopted~~with athe ~~code~~Sarbanes-Oxley Act of ~~ethics~~2002 ~~that~~and ~~applies~~the torules ~~our~~adopted ~~principal executive officers~~thereunder, ~~principal~~meets ~~financial~~with ~~officer,~~management ~~principal~~and ~~accounting~~the ~~officer~~auditors orprior ~~controller,~~to orfiling ~~persons~~of ~~performing~~officers’ ~~similar~~certifications ~~functions,~~with ~~since~~the weSEC ~~have~~to ~~been~~receive ~~focusing~~information ~~our~~concerning, ~~efforts~~among onother ~~obtaining~~things, ~~financing~~significant ~~for~~deficiencies in the ~~company.~~design Weor ~~expect~~operation ~~to adopt a code by the end~~ of ~~the~~internal ~~current fiscal year~~controls.

~~SECTION~~Our 16board of directors currently acts as our audit committee. Our audit committee member is not “independent” in accordance with rule 4200(a)(14) ~~BENEFICIAL~~of ~~OWNERSHIP~~the ~~REPORTING~~Nasdaq ~~COMPLIANCE~~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.”

~~Section~~CODE ~~16(a)~~OF ofETHICS 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~~We ~~solely~~have ~~upon~~not ayet ~~review~~adopted ofa ~~the~~code ~~copies~~ of ~~such~~ethics ~~forms~~that ~~furnished~~applies to ~~us,~~our orprincipal ~~written~~executive ~~representations~~officers, ~~that~~principal nofinancial ~~Form 5 filings were required~~officer, weprincipal ~~believe~~accounting ~~that~~officer ~~during~~or ~~the~~controller, ~~fiscal~~or ~~year~~persons ~~ended~~performing ~~December~~similar 31functions,~~2012~~ ,since ~~there~~we ~~was~~have ~~compliance~~been ~~with~~focusing ~~all Section 16(a) filing requirements applicable to~~ our ~~officers,~~efforts ~~directors~~on ~~and~~obtaining ~~greater~~financing ~~than~~for ~~10%~~the ~~beneficial owners~~company.

SECTION 16(~~left~~a) ~~intentionally~~BENEFICIAL ~~blank)~~OWNERSHIP REPORTING COMPLIANCE

~~ITEM~~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"). ~~EXECUTIVE~~Officers, ~~COMPENSATION~~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.

~~The~~Based ~~following~~solely ~~table~~upon ~~sets~~a ~~forth~~review ~~information~~of the ~~remuneration~~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 ~~chief~~officers, ~~executive~~directors ~~officer:~~and greater than 10% beneficial owners.

~~FIX~~ITEM ~~Format~~11. ofEXECUTIVE ~~the table SUMMARY~~ COMPENSATION TABLE ---------------------------------------------------------------------------------------------------------------------- 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 2011 $175,000 (1) -0- -0- -0- -0- -0- -0- 2012 $175,000 (2) -0- -0- -0- -0- -0- -0- ------------------ -------- ------------ ------------ ------------ ------------ ------------ ------------ ------------.

~~(1)~~The Infollowing ~~2011~~table ~~and~~sets ~~2012,~~forth ~~Mr.~~information ~~Klamka~~the ~~was~~remuneration ~~not paid any~~ of ~~his~~our ~~salary,~~chief ~~the~~executive ~~total~~officer: ~~$175,000 has been accrued~~

~~OPTION/SAR~~SUMMARY ~~GRANTS~~COMPENSATION INTABLE ~~LAST FISCAL YEAR~~ ---------------------------------------------------------------------------------------------------------------------- ~~INDIVIDUAL~~NAME ~~GRANTS~~AND PRINCIPAL POSITION ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS PAYOUTS OTHER RESTRICTED SECURITIES ANNUAL STOCK UNDERLYING LTIP ALL OTHER ------------------------- ------------~~---------------------------------------------------------------------------------~~ ~~NUMBER~~FISCAL OFCOMPENSATION ~~SECURITIES~~AWARD(S) ~~PERCENT OF TOTAL UNDERLYING~~ OPTIONS/~~SARS~~ ~~GRANTED~~PAYOUTS ~~OPTIONS/SARS~~COMPENSATION ~~GRANTED~~YEAR TOSALARY ~~EMPLOYEES~~($) INBONUS ~~EXERCISE~~($) OR($) ~~BASE~~($) ~~NAME~~SARS (#) ~~FISCAL~~($) ~~YEAR PRICE~~ ($~~/SH~~) ~~EXPIRATION DATE~~ ------------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ Peter Klamka, CEO 2012 $175,000 (1) -0- -0- -0- ~~Peter~~-0- ~~Klamka~~ -0- -0%- 2013 $175,000 (2) -0- -0- -0- -0- -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 (#1) ~~FISCAL~~In ~~YEAR~~2012 ~~END~~and ~~($)~~2013, ~~-----------------------~~Mr. ~~-----------------------~~Klamka ~~SHARES~~was ~~ACQUIRED~~not ONpaid ~~EXERCISABLE/~~any ~~EXERCISABLE/~~of ~~NAME~~his ~~EXERCISE~~salary, ~~(#)~~the ~~VALUE~~total ~~REALIZED (~~$~~) UNEXERCISABLE UNEXERCISABLE ------------------------ ---------------------- ---------------------- ----------------------- ----------------------- Peter Klamka -0- -0- 1~~175,~~240,500/-0-~~000 ~~260,505/-0-~~has ~~------------------------~~been ~~----------------------~~accrued ~~----------------------~~each ~~-----------------------~~year. ~~-----------------------~~

~~COMPENSATION~~OPTION/SAR GRANTS IN LAST FISCAL YEAR ---------------------------------------------------------------------------------------------------------------------- INDIVIDUAL GRANTS ---------------------------------------------------------------------------------------------------------------------- NUMBER OF ~~DIRECTORS~~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% $ --------------------------- ----------------------- ----------------------- ----------------------- ------------------

~~Directors~~AGGREGATED doOPTION/SAR ~~not~~EXERCISES ~~receive~~IN ~~compensation~~LAST ~~but~~FISCAL ~~are~~YEAR ~~reimbursed~~AND ~~for~~FY-END ~~their~~OPTION/SAR ~~expenses~~VALUES ~~for~~------------------------ ~~each~~---------------------- ~~meeting~~---------------------- of----------------------- ~~the~~----------------------- ~~board~~NUMBER ~~that~~OF ~~they~~SECURITIES ~~attend.~~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- ------------------------ ---------------------- ---------------------- ----------------------- -----------------------

~~STOCK~~COMPENSATION ~~OPTION~~OF ~~PLANS~~DIRECTORS

~~The~~Directors ~~Company~~do ~~adopted~~not ~~the~~receive ~~1998~~compensation ~~Stock~~but ~~Option~~are ~~Plan~~reimbursed ~~and~~for ~~the~~their ~~Year~~expenses ~~2000 Stock Option Plan (the Plans), which provides~~ for ~~the~~each ~~grant~~meeting of ~~options to purchase up to 1,250,000 shares of~~ the ~~Company's~~board ~~common~~that ~~stock.~~they ~~Under these Plans incentive stock options may be granted to employees and non-statutory stock options may be granted to employees and non-employees~~attend. ~~During the year ended December 31, 2012, 0 options were granted under this plan.~~

~~ITEM~~STOCK ~~11.~~OPTION ~~SECURITY~~PLANS ~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.~~

The ~~following~~Company ~~table~~adopted ~~sets~~the ~~forth~~1998 ~~certain~~Stock ~~information~~Option ~~regarding~~Plan ~~our~~and ~~Common~~the ~~Stock~~Year ~~beneficially~~2000 ~~owned~~Stock onOption ~~November~~Plan ~~11, 2013~~ (ithe “Plans”), ~~each~~which ~~person~~provides ~~who~~for isthe ~~known~~grant byof usoptions to ~~own~~purchase ~~beneficially~~up orto ~~exercise~~1,250,000 ~~voting~~shares orof ~~dispositive~~the ~~control~~Company's ~~over~~common 5%stock. orUnder ~~more~~these ofPlans ~~our~~incentive ~~Common~~stock ~~Stock,~~options ~~(ii)~~may ~~each~~be ~~Director~~granted ~~and~~to ~~(iii)~~employees ~~all executive officers~~ and ~~Directors~~non-statutory asstock aoptions ~~group.~~may ~~Except~~be asgranted ~~otherwise~~to ~~indicated,~~employees ~~all stockholders have sole voting~~ and ~~investment~~non-employees. ~~power~~During ~~with respect to~~ the ~~shares~~year ~~listed~~ended asDecember ~~beneficially~~31, ~~owned by them~~2013, ~~subject~~no tooptions ~~the~~were ~~rights~~granted ~~of spouses~~ under ~~applicable~~this ~~community property laws~~plan.

~~Name~~ITEM ~~and~~12. ~~Address(1)~~SECURITY ~~Amount~~OWNERSHIP ~~and~~OF ~~Nature~~CERTAIN OfBENEFICIAL ~~Beneficial~~OWNERS ~~Ownership~~AND ~~Percentage of Class(1)~~MANAGEMENT.

Peter Klamka	1,240,500 Common(2)	0.06	%
	850,000 Series B Preferred(3)	100	%
	147,775 Series C Preferred(4)	100	%
	1,000,000 Series D Preferred(5)	100	%
Barton PK, LLC	4,000,000 Common(6)	2.1	%

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.

~~(1) Figures~~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 anthe ~~estimated~~aggregate 38of 668,~~586~~131,~~655~~762.00 shares of common stock outstanding as of December 31, ~~2012~~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

(2) Includes 1,125,000 currently exercisable options to purchase 1,125,000, shares of the Company's common stock, and 115,500 currently exercisable warrants to purchase 115,500 shares of the Company's common stock. The number of common shares beneficially owned does not included 4,000,000 shares transferred by Mr. Klamka to Barton PK, LLC, a limited liability company managed by Mr. Klamka for the benefit of two family members and the Peter Klamka Living Trust.



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	%

~~(4) Series C preferred stock is entitled to 100 votes per share.~~None

~~(5)~~ITEM ~~Series~~14. DPRINCIPAL ~~preferred~~ACCOUNTANT ~~stock~~FEES isAND ~~entitled to vote 135 votes per share.~~SERVICES

~~(6)~~AUDIT ~~Barton~~FEES ~~PK, LLC is a limited liability company managed by Mr. Klamka for the benefit of two family members and the Peter Klamka Living Trust.~~

~~EQUITY~~For ~~COMPENSATION~~the ~~PLANS~~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.

AsAUDIT-RELATED ofFEES ~~December 31, 2012, our equity compensation plans were as follows:~~

~~-------------------------------~~There ~~----------------------------~~were ~~----------------------------~~no ~~----------------------------~~fees ~~NUMBER~~billed OFfor ~~SECURITIES~~services TOreasonably BErelated ~~WEIGHTED~~to ~~AVERAGE~~the ~~EXERCISE~~performance ~~ISSUED~~of ~~UPON~~the ~~EXERCISE~~audit OFor ~~PRICE~~review OFof ~~OUTSTANDING~~our ~~NUMBER~~financial OFstatements ~~SECURITIES~~outside ~~OUTSTANDING~~of ~~OPTIONS,~~those ~~OPTIONS,~~fees ~~WARRANTS~~disclosed ~~AND~~above ~~REMAINING~~under ~~AVAILABLE~~"Audit ~~FOR~~Fees" ~~PLAN~~for ~~CATEGORY~~fiscal ~~WARRANTS~~years ~~AND~~2012 ~~RIGHTS~~and RIGHTS FUTURE ISSUANCE ------------------------------- ---------------------------- ---------------------------- ---------------------------- Equity compensation plans approved by security holders 1,150,000 $02013.10 None ------------------------------- ---------------------------- ---------------------------- ---------------------------- Equity compensation plans not approved by security holders None N/A None ------------------------------- ---------------------------- ---------------------------- ---------------------------- Total 1,150,000 $0.10 None ------------------------------- ---------------------------- ---------------------------- ----------------------------

~~ITEM~~TAX ~~12.~~FEES ~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.~~

~~None~~There were not fees billed for the fiscal years ended December 31, 2013 and 2012, for tax compliance, tax advice, and tax planning services.

~~ITEM~~ALL ~~13.~~OTHER ~~EXHIBITS~~FEES ~~AND REPORTS ON FORM 8-K.~~

~~(a)~~There ~~Exhibits~~were tono ~~this~~fees ~~Form~~billed ~~10-K:~~for services by our principal accountant, other than those disclosed above.

~~(left~~PRE-APPROVAL ~~intentionally~~POLICIES ~~blank)~~AND PROCEDURES

~~REGULATION~~Prior ~~EXHIBIT~~to ~~S-K~~engaging ~~NUMBER~~our ~~-------------------~~accountants -------------------------------------------------------------------------------------------------- Certificate of Incorporation of PTN Media, Inc. dated as of January 13, 1998 (1) ---------------------------------------------------------------------------------------------------------------------- 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 ------------------- -------------------------------------------------------------------------------------------------- 3.5 By-Laws of PTN Media, Inc. (1) ------------------- -------------------------------------------------------------------------------------------------- 4.2 PTN Media, Inc. 2000 Stock Option Plan (2) ------------------- -------------------------------------------------------------------------------------------------- 10.1 Amendment to ~~Palm,~~perform ~~Inc.~~a ~~and~~particular ~~PTN Media~~service, ~~Inc.~~our ~~Agreement~~board of ~~October~~directors 5,obtains ~~2000~~an ~~(3)~~estimate ~~-------------------~~for ~~--------------------------------------------------------------------------------------------------~~the ~~10.2~~service License Agreement dated February 19, 2001 between 3 Wishes Production f/s/o Christina Aguilera and PTN Media, Inc. (3) ------------------- -------------------------------------------------------------------------------------------------- 10.3 General Agreement dated July 28, 2000, between PTN Media, Inc. and NeoHand, Inc. (4) ------------------- -------------------------------------------------------------------------------------------------- 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) ------------------- -------------------------------------------------------------------------------------------------- ------------------- -------------------------------------------------------------------------------------------------- ------------------- -------------------------------------------------------------------------------------------------- 31.1 Rule 13a-14(a) Certification of Chief Executive Officer and Chief Financial Officer (7) ------------------- -------------------------------------------------------------------------------------------------- 32.1 Certification Pursuant to 18be Uperformed.~~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)~~ITEM ~~Incorporated~~15. byEXHIBITS ~~reference~~AND ~~from~~FINANCIAL ~~the~~STATEMENT ~~Company's Registration Statement on Form SB-2 (File #333-51933).~~ SCHEDULES

(2a) ~~Incorporated~~Exhibits byto ~~reference~~this ~~from~~Form ~~the~~10-K: ~~Company's Definitive Proxy Statement filed on July 24, 2000.~~

EXHIBIT NUMBER ------------------- -------------------------------------------------------------------------------------------------- Certificate of Incorporation of PTN Media, Inc. dated as of January 13, 1998 (1) ---------------------------------------------------------------------------------------------------------------------- 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 ------------------- -------------------------------------------------------------------------------------------------- 3.5 By-Laws of PTN Media, Inc. (1) ~~Incorporated~~------------------- by-------------------------------------------------------------------------------------------------- ~~reference~~4.2 ~~from~~PTN ~~the~~Media, ~~Company'~~Inc. 2000 Stock Option Plan (2) ------------------- -------------------------------------------------------------------------------------------------- 10.1 Amendment to Palm, Inc. and PTN Media, Inc. Agreement of October 5, 2000 (3) ------------------- -------------------------------------------------------------------------------------------------- 10.2 License Agreement dated February 19, 2001 between 3 Wishes Production f/s/o ~~Form~~Christina Aguilera and PTN Media, Inc. (3) ------------------- -------------------------------------------------------------------------------------------------- 10.3 General Agreement dated July 28, 2000, between PTN Media, Inc. and NeoHand, Inc. (4) -K------------------ ~~for~~-------------------------------------------------------------------------------------------------- ~~the~~10.4 ~~fiscal~~Partnering ~~year~~Agreement ~~ended~~dated ~~December~~October 3127, 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) ------------------- --------------------------------------------------------------------------------------------------

(41) Incorporated by reference from the Company's Registration Statement on Form SSB-32 ~~filed~~(File ~~on December 11, 2000~~#333-51933).

(52) Incorporated by reference from the Company's ~~Form~~Definitive ~~8-K~~Proxy Statement filed ~~January~~on 9July 24, ~~2001~~2000.

(63) Incorporated by reference from the Company's Form 10-K ~~filed~~for ~~April~~the 16fiscal year ended December 31, ~~2002~~2000.

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

(b5) ~~Reports~~Incorporated onby reference from the Company's Form 8-K filed January 9, 2001.

~~None~~(6) Incorporated by reference from the Company's Form 10-K filed April 16, 2002

~~ITEM~~(7) ~~14.~~Filed ~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~herewith.

~~AUDIT~~(b) ~~FEES~~Reports on Form 8-K

~~For~~None the audited fiscal years ended December 31, 2011 and 2012, our principal accountants have billed approximately $5,250 and approximately $4,100 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~~ SIGNATURES

~~There~~In ~~were~~accordance nowith ~~fees~~Section ~~billed~~13 ~~for~~or ~~services~~15(d) ~~reasonably~~of ~~related to~~ the ~~performance~~Exchange ofAct, the ~~audit~~registrant orcaused ~~review~~this ofreport ~~our~~to ~~financial~~be ~~statements~~signed ~~outside~~on ofits ~~those~~behalf ~~fees~~by ~~disclosed~~the ~~above~~undersigned, ~~under~~thereunto ~~"Audit~~duly ~~Fees" for fiscal years 2012 and 2011~~authorized.

~~TAX~~Bitcoin ~~FEES~~Brands Inc.

~~There~~Date: ~~were~~March ~~not~~19, ~~fees~~2015 ~~billed~~By: ~~for~~/s/ ~~the~~Peter ~~fiscal~~Klamka ~~years~~Peter ~~ended December 31~~Klamka, ~~2012 and 2011~~Chairman, ~~for tax compliance~~President, ~~tax~~Secretary ~~advice,~~ and ~~tax~~Chief ~~planning~~Executive ~~services.~~ Officer

~~ALL~~In ~~OTHER~~accordance ~~FEES~~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.

~~There~~SIGNATURE ~~were~~TITLE noDATE ~~fees~~--------- ~~billed~~----- ~~for~~---- ~~services~~Chairman, byPresident ~~our~~March ~~principal accountant~~19, ~~other~~2015 ~~than~~Secretary ~~those~~and ~~disclosed~~Chief ~~above.~~Executive Officer /s/ Peter Klamka (Principal Executive ---------------------------- and Accounting Officer) Peter Klamka

~~PRE-APPROVAL~~BITCOIN ~~POLICIES~~BRANDS ~~AND PROCEDURES~~ INC.

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

~~SIGNATURES~~DECEMBER 31, 2013

In2451 ~~accordance~~N. ~~with~~McMullen ~~Section~~Booth 13Road orSuite.308 ~~15(d) of the Exchange Act~~Clearwater, ~~the~~FL ~~registrant~~33759 ~~caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~855.334.0934 Toll free

~~Cephas~~REPORT ~~Holding~~OF ~~Corp.~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Date:~~The ~~November~~Board ~~11,~~of ~~2013~~Directors ~~By: /s/ Peter Klamka ------------------------------------------ Peter Klamka, Chairman, President, Secretary~~ and ~~Chief Executive Officer~~Stockholders

InWe ~~accordance~~have ~~with~~audited the ~~Exchange~~accompanying ~~Act,~~consolidated ~~this~~balance ~~report~~sheet ~~has~~of ~~been~~, ~~signed~~formerly ~~below~~known byas ~~the~~Global ~~following~~Leadership ~~persons~~Institute onand ~~behalf~~Cephas Holding Corp., as of and 2012, and the ~~registrant~~related consolidated statement of operations, stockholders’ deficiency, and incash flows for the ~~capacities~~years ~~and~~then onended. These financial statements are the ~~dates~~responsibility ~~indicated~~of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~SIGNATURE~~We ~~TITLE~~conducted ~~DATE~~our ~~---------~~audits ~~-----~~in ~~----~~accordance ~~Chairman~~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, ~~President~~nor were we engaged to perform, ~~November~~an 11audit 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, ~~2013~~but ~~Secretary~~not ~~and~~for ~~Chief~~the ~~Executive~~purpose ~~Officer~~of /expressing an opinion on the effectiveness of the Company’s/ ~~Peter~~internal ~~Klamka~~control ~~(Principal~~over ~~Executive~~financial ~~----------------------------~~reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and ~~Accounting~~disclosures ~~Officer)~~in ~~Peter~~the ~~Klamka~~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.

~~CEPHAS~~In ~~HOLDING~~our ~~CORP.~~opinion, ~~AND~~the ~~SUBSIDIARIES~~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.

~~CONSOLIDATED~~The ~~FINANCIAL~~accompanying ~~STATEMENTS~~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.

~~DECEMBER~~/s/ ~~31,~~DKM ~~2012~~Certified ~~AND~~Public ~~2011~~Accountants

~~INDEX~~DKM Certified Public Accountants

~~Page~~Clearwater, Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Changes in Stockholders’ Deficit Consolidated Statements of Cash Flows Notes to Consolidated Financial StatementsFlorida

~~DKM~~March ~~CERTIFIED PUBLIC ACCOUNTANTS Accounting~~16, ~~Auditing, Assurance 2451 N. McMullen Booth Road Suite.308 Clearwater, FL 33759 Toll fee: 855.334.0934 Fax: 800.581.1908~~2015

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

The Board of Directors and Stockholders


		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

~~Cephas~~The ~~Holding~~accompanying ~~Corp~~notes are an integral part of these financial statements.

We have audited the accompanying consolidated balance sheet of Cephas Holding Corp. as of December 31, 2012, and the related statement of operations, stockholders’ deficiency, and cash flows for the year 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 audit. The consolidated financial statements for the year ended December 31, 2011 were audited by another accountant who issued an unqualified opinion on April 17, 2012.


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)

We conducted our audit 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~~accompanying isnotes 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~~integral onpart ~~the effectiveness~~ of ~~the~~these ~~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 audit provide a reasonable basis for our opinion.~~

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cephas Holding Corp. as of December 31, 2012, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.


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 ~~financial~~notes ~~statements~~are ~~have~~an ~~been~~integral ~~prepared~~part ~~assuming~~of ~~that~~these ~~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


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			$ -	$ -

DKM Certified Public Accountants


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

~~Clearwater,~~The ~~Florida~~accompanying notes are an integral part of these financial statements.

~~November~~BITCOIN 8BRANDS, ~~2013~~Inc.. AND SUBSIDIARIES

CEPHAS HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
			December 31,
			2012	2011
CURRENT ASSETS:
	Cash		$ 119	$ 35,327
	Prepaid expenses		-	36,000
TOTAL CURRENT ASSETS			119	71,327
FIXED ASSETS - at cost
	Computer and office equipment		54,124	54,124
	Less: Accumulated depreciation		(53,421)	(53,183)
NET FIXED ASSETS			703	941
INVESTMENTS, at cost			360,000	220,000
TOTAL ASSETS			$ 360,822	$ 292,268
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
	Accounts payable		$ 229,607	$ 235,757
	Accrued expenses		869,601	865,500
	Accrued interest		2,501,593	2,349,135
	Accrued derivative liability		8,018	212,031
	License fees payable		200,000	200,000
	Due to related parties		58,563	58,563
	Advances from an officer		121,843	106,648
	Notes payable		827,992	951,200
	Note payable - officer		1,381,266	1,432,066
TOTAL CURRENT LIABILITIES			6,198,483	6,410,900
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

Formerly GLOBAL LEADERSHIP INSTITUTE INC or CEPHAS HOLDING CORP.

		shares authorized; 147,775 shares issued and outstanding	1,478	1,478
	Common stock; $0.001 par value; 300,000,000 shares
		authorized; 38,586,655 and 784,715 issued and outstanding, respectively'	38,587	785
		issued and outstanding
	Additional paid-in capital		21,669,927	17,001,152
	Stock subscription receivable		-	(156,300)
	Non-controlling interest		(9,168)	(9,168)
	Accumulated deficit		(27,547,029)	(22,965,123)
TOTAL STOCKHOLDERS' DEFICIT			(5,837,661)	(6,118,632)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$ 360,822	$ 292,268
* On October 11, 2011 the Company's Board of Directors approved a 1:250 reverse split, effective in first quarter of 2012. The above shares have been retroactively restated to reflect the effects of the reverse stock-split.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~The~~DECEMBER ~~accompanying~~31, ~~notes are an integral part of these financial statements.~~2013

CEPHAS HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
	YEAR ENDED
	DECEMBER 31,
	2012	2011
REVENUE	$ 77	$ 268
COST OF REVENUE	-	-
GROSS PROFIT	77	268
EXPENSES:
Selling, general and administrative	278,667	398,298
TOTAL EXPENSES	278,667	398,298
LOSS FROM OPERATIONS	(278,590)	(398,030)
OTHER INCOME (EXPENSE):
Interest expense and financing costs	(152,459)	(333,410)
Loss on conversion of debt to equity	(4,380,120)	-
Change in derivative liability	204,013	93,833
Write off of deposits	(36,000)
Gain on settlement of notes payable	206,250	-
Beneficial conversion	(145,000)	(174,700)
TOTAL OTHER INCOME (EXPENSE)	(4,303,316)	(414,277)
	(4,581,906)	(812,307)
LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST	-	-
NET LOSS	$ (4,581,906)	$ (812,307)
BASIC AND DILUTED LOSS PER
COMMON SHARE	28,626,150	696,625
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND DILUTED	$ (0.16)	$ (1.17)

Note 1 - Organization and Significant Accounting Policies

~~The~~Organization ~~accompanying~~and ~~notes~~Lines ~~are an integral part~~ of ~~these financial statements.~~Business

CEPHAS HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FROM DECEMBER 31, 2009 TO DECEMBER 31, 2012
				Preferred Stock
	Series A		Series B		Series C
	Shares	Amount	Shares	Amount	Shares	Amount
Balance - December 31, 2009	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, 2010	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, 2011	44,500	44	850,000	8,500	147,775	1,478
Shares issued to reduce notes payable	-	-	-	-	-	-
Balance - December 31, 2012	44,500	$ 44	850,000	$ 8,500	147,775	$ 1,478
CEPHUS HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
			Additional		Non-
	Common Stock		Paid-In	Shareholder	Controlling	Accumulated
	Shares	Amount	Capital	Receivable	Interest	Deficit	Total
Balance - December 31, 2009	379,535	380	16,500,507	(156,300)	(9,168)	(21,662,302)	(5,316,861)
Shares issued for services and expenses	10,000	10	18,990	-		-	19,000
Shares issued to reduce notes payable	70,400	70	87,930	-		-	88,000
Net Loss	-	-	-	-		(490,514)	(490,514)
Balance - December 31, 2010	459,935	460	16,607,427	(156,300)	(9,168)	(22,152,816)	(5,700,375)
Shares issued for services	800	1	1,999	-		-	2,000
Shares issued for services	62,580	63	109,937	-		-	110,000

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.

Shares issued to reduce notes payable	261,400	261	107,089	-		-	107,350
Beneficial conversion on notes payable	-	-	174,700	-		-	174,700
							-
Net Loss	-	-	-	-	-	(812,307)	(812,307)
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
Benenficial 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)

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 ~~accompanying~~Company ~~notes~~retains ~~are~~a 40% minority interest in Legend Credit which is accounted for using the equity method. Effective October 1, 2004, Mr. Klamka contributed an ~~integral~~additional ~~part~~10% interest in Legend Credit to the Company that was valued at $3,700 (10% of ~~these~~$37,000, the ~~financial~~original ~~statements~~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.

CEPHAS HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
				YEAR ENDED
				DECEMBER 31,
				2012	2011
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$ (4,581,906)	$ (812,307)
	Adjustment to reconcile net loss to net cash
		used in operating activities:
			Depreciation	238	253
			Change in derivative liability	(204,013)	(93,833)
			Beneficial conversion, notes payable	145,000	174,700
			Issuance of common stock for services and expenses	-	112,000
			Loss on conversion of debt to equity	4,380,120	-
	Changes in operating assets and liabilities:
		Prepaid expenses		36,000	-
		Accounts payable		(6,150)	6,450
		Accrued expenses - net		4,100	255,000
		Accrued interest		152,458	333,409
Net cash used in operating activities				(74,153)	(24,328)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Acquisition of computer equipment			-	(1,194)
	Investment			(140,000)	(85,000)
Net cash used in investing activities				(140,000)	(86,194)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Advances to/from related parties			-	5,865
	Increase in notes payable			163,750	144,467
	Advances from an officer - net			15,195	(6,022)
Net cash provided by financing activities				178,945	144,310
INCREASE (DECREASE) IN CASH				(35,208)	33,788
CASH, Beginning of year				35,327	1,539
CASH, End of year				$ 119	$ 35,327
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
	Interest paid			$ -	$ -
	Income taxes paid			$ -	$ -
	Stock issued for reduction in notes payable and advances			$ 337,757	$ -
	Converted accrued salaries to notes payable			$ 175,000	$ 350,000
	Converted accrued salaries to notes payable			$ 80,000	$ 80,000

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.

~~The~~Basis ~~accompanying notes are an integral part~~ of ~~these~~Presentation ~~financial~~and ~~statements.~~Going Concern

~~CEPHAS~~The ~~HOLDING~~accompanying ~~CORP~~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 ~~AND~~Company ~~SUBSIDIARIES~~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:

~~NOTES~~The TOCompany ~~CONSOLIDATED~~plans ~~FINANCIAL~~to ~~STATEMENTS~~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.

~~DECEMBER~~Principles ~~31,~~of ~~2012~~Consolidation

~~Note~~The 1accompanying consolidated financial statements include the accounts of the Company and its 91%-owned ~~Organization~~subsidiary, Legend Studios, and its 50% owned subsidiary, Legend Credit. Significant ~~Accounting~~intercompany ~~Policies~~accounts and transactions have been eliminated.

~~Organization~~Cash and ~~Lines~~Cash ~~of Business~~Equivalents

~~CEPHAS~~For ~~Holding~~purposes ~~Corp~~of ~~formerly Legend Mobile, Inc., (~~the ~~"Company"),~~statements ~~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~~cash ~~on May 27~~flows, ~~1997 and was merged into~~ the Company indefines ~~March~~cash ~~1998~~equivalents ~~for~~as ~~the~~all ~~sole~~highly ~~purpose~~liquid ofdebt ~~changing~~instruments ~~the~~purchased ~~domicile~~with ~~of the Company to Delaware. On June 27, 2002, the Company filed~~ a ~~Certificate~~maturity of ~~Amendment~~three tomonths ~~its~~or ~~Certificate~~less, ofplus ~~Incorporation~~all tocertificates ~~amend the Company's Certificate~~ of ~~Incorporation name from PTN Media, Inc~~deposit. ~~to Legend Mobile, Inc. In October 2008, the Company amended its articles to change the name to CEPHAS Holding Corp.~~

~~The~~Use ~~Company is a developer and marketer~~ of branded mobile phone applications for the iPhone platform. The Company is an approved developer by Apple Computer to distribute its products on their iTunes store. The Company currently sells the “Iron Sheik Soundboard” and it distributes free of charge “MMA Underboss” -a newswire dedicated to mixed martial arts news. The Company also has a license from Mixed Martial Arts Champion, Fedor Emelianeko to produce iPhone applications under his brand and is currently developing that application.Estimates

InThe ~~February~~preparation ~~2001,~~of ~~the~~consolidated ~~Company~~financial ~~formed~~statements ~~Legend~~in ~~Credit~~conformity aswith aaccounting ~~wholly~~principles generally ~~owned~~accepted ~~subsidiary. On~~in ~~April~~the 1,United ~~2003,~~States ~~Mr. Peter Klamka, CEO~~ of ~~the~~America ~~Company,~~requires ~~contributed~~management ~~the rights~~ to anmake ~~affinity~~estimates ~~credit~~and ~~card~~assumptions ~~business~~that ~~valued~~affect atthe ~~$37,000~~reported toamounts ~~Legend~~of ~~Credit.~~assets ~~Mr.~~and ~~Klamka's~~liabilities ~~contribution~~and ~~has~~disclosures ~~been~~of ~~determined~~contingent ~~pursuant~~assets toand ~~Accounting~~liabilities ~~Principles~~at ~~Board Opinion No. 29, "Non monetary Transactions," using his cost basis in~~ the ~~investment,~~date ~~which is the most readily determinable cost. In exchange for this contribution, Legend Credit issued to Mr. Peter Klamka 60%~~ of the ~~issued~~consolidated ~~and~~financial statements ~~outstanding shares of Legend Credit common stock~~ and the ~~Company~~reported ~~issued~~amounts ~~to Mr. Klamka 850,000 shares~~ of ~~Series~~revenue ~~B convertible preferred stock. These issuances were valued at $22,200~~ and ~~$14,800,~~expenses ~~respectively. The~~during ~~Company retains a 40% minority interest in Legend Credit which is accounted for using~~ the ~~equity~~reporting ~~method~~periods. ~~Effective~~ ~~October~~As 1,of ~~2004~~December 31, ~~Mr.~~2013 ~~Klamka contributed an additional 10% interest in Legend Credit to~~ the Company ~~that~~used ~~was~~estimates ~~valued~~in atdetermining ~~$3,700 (10% of $37,000,~~ the ~~original~~ value of ~~the~~common ~~affinity~~stock ~~credit~~issued ~~card~~to ~~business).~~consultants ~~The Company now owns 50% of Legend Credit and accounts~~ for ~~the subsidiary using the acquisition method~~services. ~~The~~Actual ~~subsidiary~~results ~~currently~~could ~~has~~differ nofrom ~~business~~these ~~operations~~estimates.

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

~~Basis~~Financial instruments, which potentially subject the Company to concentrations of ~~Presentation~~credit risk, consist of cash. The Company places its cash with high quality financial institutions and ~~Going~~at ~~Concern~~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.

~~The~~Comprehensive 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, 2012 and 2011, 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:Income

~~The~~Comprehensive ~~Company~~income ~~plans~~as todefined ~~take~~includes ~~the~~all ~~following~~changes ~~steps~~in ~~that~~equity it(net ~~believes~~assets) ~~will~~during bea ~~sufficient~~period tofrom ~~provide~~non-owner ~~the~~sources. ~~Company~~Examples ~~with~~of ~~the~~items ~~ability~~ to ~~continue~~be included in ~~existence~~comprehensive income, which are excluded from net income, include foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. ~~The~~ Comprehensive income (loss) is not presented in the Company's financial statements since there is ~~seeking~~no ~~additional~~difference ~~equity~~between ornet ~~debt~~loss ~~capital~~and tocomprehensive ~~expand~~loss ~~its~~in ~~mobile~~any ~~application~~period ~~business~~presented.

~~Principles~~Stock ofBased ~~Consolidation~~Compensation

~~The~~During ~~accompanying~~the ~~consolidated~~year ~~financial~~ended ~~statements~~December ~~include~~31, ~~the~~2013, ~~accounts of~~ the Company ~~and~~has ~~its~~not ~~91%-owned~~adopted ~~subsidiary,~~a ~~Legend~~stock ~~Studios,~~option plan and ~~its~~has ~~50%~~not ~~owned~~granted ~~subsidiary,~~any ~~Legend~~stock ~~Credit~~options. ~~Significant intercompany accounts and transactions have been eliminated.~~

~~Cash~~Stock-based compensation represents the cost related to common stock and ~~Cash~~options ~~Equivalents~~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.

~~For~~The ~~purposes~~Company records ofdeferred tax assets for awards that result in deductions on the ~~statements~~Company’s ofincome ~~cash~~tax ~~flows~~returns, based on the amount of compensation cost recognized and the Company’s ~~defines~~statutory ~~cash~~tax ~~equivalents~~rate asin ~~all~~the ~~highly~~jurisdiction ~~liquid~~in ~~debt~~which ~~instruments~~it ~~purchased~~will ~~with~~receive a ~~maturity~~deduction. ofDifferences ~~three~~between ~~months~~the ordeferred ~~less,~~tax ~~plus~~assets ~~all~~recognized ~~certificates~~for offinancial ~~deposit~~reporting purposes and the actual tax deduction reported on the Company’s income tax return are recorded in Additional Paid-In Capital.

~~Use~~Fair Value of ~~Estimates~~Financial Instruments

~~The~~Fair ~~preparation~~value ofis ~~consolidated~~defined ~~financial~~as ~~statements~~the inexchange ~~conformity~~price ~~with~~that ~~accounting~~would ~~principles generally~~be ~~accepted~~received infor ~~the~~an ~~United~~asset ~~States~~or ofpaid ~~America~~to ~~requires~~transfer ~~management~~a toliability ~~make~~(an ~~estimates~~exit ~~and~~price) ~~assumptions~~in ~~that~~the ~~affect~~principal ~~the~~or ~~reported~~most ~~amounts~~advantageous ofmarket ~~assets~~for ~~and~~the ~~liabilities~~asset ~~and~~or ~~disclosures~~liability ofin ~~contingent~~an ~~assets~~orderly ~~and~~transaction ~~liabilities~~between atmarket participants on the measurement date. ofThe ~~the~~Company ~~consolidated~~uses ~~financial~~a fair value hierarchy that distinguishes between (1) ~~statements~~market ~~and~~participant ~~the~~assumptions ~~reported~~developed ~~amounts~~based ofon ~~revenue~~market data obtained from independent sources (observable inputs) and ~~expenses~~(2) an ~~during~~entity’s own assumptions about market participant assumptions developed based on the ~~reporting~~best ~~periods~~information available in the circumstances (unobservable inputs). AsThe fair value hierarchy consists of ~~December~~three 31broad levels, ~~2012~~which gives the ~~Company~~highest ~~used~~priority ~~estimates~~to unadjusted quoted prices in ~~determining~~active ~~the~~markets ~~value~~for ofidentical ~~common~~assets ~~stock~~or ~~issued~~liabilities (Level 1) and the lowest priority to ~~consultants~~unobservable ~~for~~inputs ~~services~~(Level 3). ~~Actual~~The ~~results~~three ~~could~~levels ~~differ~~of ~~from~~the ~~these~~fair ~~estimates.~~value hierarchy are described below:

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

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.


·	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.

~~Comprehensive~~The ~~Income~~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.

The Company has adopted SFAS No. 130 (ASC220-10), "Reporting Comprehensive Income." This statement establishes standards for reporting comprehensive income and its components in a financial statement. 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.


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

~~Stock~~Property ~~Based~~and ~~Compensation~~equipment

~~Stock-based~~Property ~~compensation~~and equipment is ~~accounted~~recorded ~~for~~ at ~~fair value in accordance with ASC 718~~cost. ~~During~~ ~~the~~Depreciation ~~year~~is ~~ended~~provided ~~December~~on ~~31, 2011, the Company has not adopted~~ a ~~stock~~straight-line ~~option~~basis ~~plan~~over ~~and~~estimated ~~has~~useful ~~not~~lives ~~granted~~of ~~any~~the ~~stock options~~assets.

~~Stock-based~~Expenditures ~~compensation~~for ~~represents~~maintenance ~~the cost related to common stock~~ and ~~options~~repairs toare ~~purchase~~charged ~~common stock granted~~ to ~~employees~~operations ~~and~~as ~~related~~incurred ~~parties~~while ~~of the~~renewals ~~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~~betterments ~~the~~are ~~cost as expense over the requisite service period~~capitalized. ~~The~~ Gains ~~Company estimates the fair value of all warrants~~ and ~~options~~losses ~~issued~~on ~~during~~disposals ~~the~~are ~~period~~included ~~using~~in the ~~Black-Scholes~~results ~~option-pricing model with the assumptions appropriate to the circumstances~~ of ~~the~~ ~~Company at the time of the transaction~~operations. ~~There were no options or warrants issued during the year ended December 31, 2012.~~

~~The~~Revenue 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.Recognition

~~Fair~~The ~~Value~~Company generates revenue from the sale of ~~Financial~~products ~~Instruments~~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.

In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company ~~adopted~~has ~~the~~not ~~standard~~realized ~~for~~any ~~those~~revenues ~~financial~~from ~~assets and liabilities as of~~ the ~~beginning~~sales of ~~the~~Bitcoins ~~2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value~~ 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. ASC 820 also establishes 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~~December ~~broad levels~~31, 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:2013

·Income 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.Taxes

~~The~~Income ~~Company~~taxes ~~applied~~are ~~ASC~~computed ~~820~~using ~~for~~the ~~all~~asset ~~non-financial assets~~ and ~~liabilities~~liability ~~measured at fair value on a non-recurring basis~~method. Under ~~Fair~~the ~~value~~asset ~~estimates~~and ~~discussed~~liability ~~herein~~method, ~~are~~deferred ~~based~~income ~~upon~~tax ~~certain~~assets ~~market assumptions~~ and ~~pertinent~~liabilities ~~information~~are ~~available~~determined tobased ~~management~~on asthe ofdifferences ~~December~~between ~~31,~~the ~~2012.~~financial ~~The~~reporting ~~respective~~and ~~carrying~~tax ~~value~~bases of ~~certain~~assets ~~on-balance-sheet~~and ~~financial~~liabilities ~~instruments~~and ~~approximated~~are ~~their~~measured ~~fair~~using ~~values due to~~ the ~~short-term~~currently ~~nature~~enacted oftax ~~these~~rates ~~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~~laws. A ~~The~~valuation ~~fair~~allowance ~~value~~is ofprovided for the ~~Company’s~~amount ~~notes~~of ~~payable~~deferred istax ~~estimated~~assets that, based on ~~current rates that would be~~ available ~~for~~evidence, ~~debt~~are ~~of similar terms which is~~ not ~~significantly~~expected ~~different~~to ~~from~~be ~~its stated value~~realized.

Financial Asset	Total	Level 1	Level 2	Level 3
Investment, at cost	$ 360,000			$ 360,000
	$ 360,000	$ --	$ --	$ 360,000

Impairment of Long-Lived Assets

~~Property~~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 ~~equipment~~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.

~~Property~~Earnings ~~and~~(Loss) ~~equipment~~Per ~~is recorded at cost. Depreciation is provided on a straight-line basis over estimated useful lives of the assets.~~Share

~~Expenditures~~Basic ~~for~~earnings ~~maintenance~~(loss) ~~and~~per ~~repairs~~share are ~~charged~~computed by dividing income (loss) available to ~~operations~~common asshareholders ~~incurred~~by ~~while~~the ~~renewals~~weighted ~~and~~average ~~betterments~~number ~~are~~of ~~capitalized~~common shares available. ~~Gains~~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 ~~losses~~if onthe ~~disposals~~additional ~~are~~common ~~included~~shares inwere dilutive. Diluted earnings (loss) per share have not been presented since the ~~results~~effect of ~~operations~~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:

Revenue Recognition


	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

~~The Company generates revenue from the sale of products on its web sites and through other channels~~1,240,500 ~~the~~in ~~sale~~stock ofoptions ~~advertisements~~have onbeen ~~radio~~excluded ~~stations~~because ~~it operated and service fees from the sale of debit cards. The Company recognizes revenue for~~ these ~~product~~options 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~~considered ~~as revenue and related costs are charged to cost of sales~~anti-dilutive. ~~No revenues have been recognized for the years ended December 31, 2012 and 2011.~~

~~Income~~Non-Controlling ~~Taxes~~Interest

~~Income~~The ~~taxes~~Company ~~are~~reports ~~computed~~minority ~~using~~interest ~~the~~as ~~asset~~a ~~and~~component ~~liability~~of ~~method. Under~~equity ~~the~~in ~~asset~~our ~~and~~Consolidated ~~liability~~Balance ~~method,~~Sheets ~~deferred~~and below income tax ~~assets~~expense ~~and~~in ~~liabilities~~our ~~are~~Consolidated ~~determined~~Statement ~~based~~of onOperations. ~~the~~As ~~differences~~minority ~~between~~interest ~~the~~will ~~financial~~be ~~reporting~~recorded ~~and~~below income tax ~~bases~~expense, ofit ~~assets~~will ~~and~~have ~~liabilities~~an ~~and~~impact ~~are~~to ~~measured~~our ~~using~~total ~~the~~effective ~~currently~~tax ~~enacted~~rate, ~~tax~~but ~~rates~~our ~~and~~total ~~laws. A~~taxes ~~valuation~~will ~~allowance~~not ischange. ~~provided~~For ~~for~~comparability, ~~the~~we ~~amount~~will ofbe ~~deferred~~retrospectively ~~tax~~applying ~~assets~~the ~~that,~~presentation ~~based~~of onour ~~available~~prior ~~evidence,~~year ~~are~~balances ~~not~~in ~~expected~~our toConsolidated beFinancial ~~realized~~Statements.

~~Impairment~~Recently ofIssued ~~Long-Lived~~Accounting ~~Assets~~Pronouncements

InExcept ~~October~~for ~~2001,~~rules ~~the~~and ~~FASB~~interpretive ~~issued~~releases ~~SFAS~~of ~~No.~~the ~~144~~SEC ~~(ASC~~under ~~360),~~authority ~~"Accounting for Impairment or Disposal~~ of ~~Long-Lived~~federal ~~Assets". This~~securities ~~statement~~laws ~~also~~and ~~amends~~a ~~ARB~~limited ~~No.~~number 51of ~~(ASC~~grandfathered ~~810)~~standards, ~~"Consolidated Financial Statements", to eliminate~~ the ~~exception~~FASB toAccounting ~~consolidation~~Standards ~~for~~Codification™ ~~a subsidiary for which control is likely to be impaired. SFAS No. 144~~ (“ASC ~~360~~”) ~~requires~~is ~~that~~the ~~long-lived~~sole ~~assets to~~source ~~be disposed~~ of byauthoritative ~~sale, including those~~GAAP ~~of discontinued~~literature ~~operations, be~~recognized ~~measured~~by at the ~~lower~~FASB ofand ~~carrying amount~~applicable orto ~~fair~~the ~~value~~Company. ~~less~~The ~~cost~~Company tohas ~~sell, whether reported~~reviewed ~~in continuing operations or~~the inFASB ~~discontinued operations. SFAS~~issued ~~No.~~Accounting ~~144~~Standards ~~(ASC~~Update ~~360~~(“ASU”) ~~broadens the reporting of~~ ~~discontinued operations to~~accounting ~~include~~pronouncements ~~all components of~~and aninterpretations ~~entity~~thereof ~~with operations~~ that ~~can~~have ~~be distinguished from~~effectiveness ~~the~~dates ~~rest~~during of the ~~entity~~periods reported and ~~that~~in ~~will~~future beperiods. ~~eliminated~~The ~~from~~Company ~~the~~has ~~ongoing operations~~carefully ofconsidered the ~~entity~~new inpronouncements athat ~~disposal transaction. SFAS~~alter ~~No.~~previous ~~144~~generally ~~(ASC~~accepted ~~360)~~accounting ~~also~~principles ~~establishes~~and adoes ~~"primary-asset"~~not ~~approach~~believe tothat ~~determine~~any ~~the~~new ~~cash~~or ~~flow~~modified ~~estimation~~principles ~~period~~will ~~for~~have a ~~group~~material ofimpact ~~assets~~on ~~and liabilities that represents~~ the ~~unit~~corporation’s ofreported ~~accounting~~financial ~~for~~position aor ~~long-lived~~operations ~~asset~~in tothe benear ~~held and used~~term. The ~~Company's~~applicability ~~adoption~~of ~~effective~~any ~~January~~standard 1,is ~~2002~~subject ~~did~~to ~~not~~the ~~have~~formal areview ~~material~~of ~~impact~~our tofinancial ~~the~~management ~~Company's~~and ~~financial~~certain ~~position~~standards orare ~~results~~under ~~of operations~~consideration.

~~Earnings~~Note ~~(Loss)~~2 ~~Per~~– ~~Share~~Property and Equipment

~~The~~Property Company reports earnings (loss) per share in accordance with SFAS No. 128 (ASC 260), "Earnings 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 ifequipment ~~the~~as ~~additional~~at 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, ~~2012~~2013 and ~~2011~~2012 ~~respectively~~consisted ~~because~~of the ~~effect would have been anti-dilutive~~following:

	2012			2011
	2013			2012
Conversion of Series A preferred stock		44,500			44,500
Computer equipment	$	54,124		$	52,930
Conversion of Series B preferred stock		8,500,000			8,500,000
Less: Accumulated depreciation		(53,661	)		(53,421	)
Conversion of Series C preferred stock		14,777,500			14,777,500
Net Fixed Assets	$	463		$	703
Total		23,322,000			23,322,000

~~All~~Depreciation ~~warrants~~expense ~~and~~for ~~stock~~the ~~options~~years ~~were~~ended ~~cancelled~~December ~~during~~31, ~~the~~2013 ~~year~~and ~~ended~~2012 ~~December~~was 31$240 and $238, ~~2007~~respectively.

~~Non-Controlling~~Note ~~Interest~~3 – Investments

InThe ~~December~~Company ~~2007,~~has ~~the~~made ~~FASB~~investments ~~issued~~in ~~SFAS~~a ~~No.~~private ~~160 (ASC 810)~~company, ~~“Non-controlling Interests~~ in ~~Consolidated~~the ~~Financial~~amount ~~Statements, an amendment~~ of ~~ARB~~$388,680 ~~No.~~and ~~51 (ASC 810)”~~$360,000 ~~which~~as ~~addresses~~of ~~the~~December ~~accounting~~31, 2013 and ~~reporting~~2012, ~~framework~~respectively. Cephas ~~for~~does ~~minority~~not ~~interests~~have by a ~~parent~~controlling ~~company.~~interest ~~SFAS 160~~ (~~ASC~~less ~~810~~than 20%) ~~also~~or ~~addresses~~participate ~~disclosure~~in ~~requirements~~management toor ~~distinguish~~share ~~between~~in ~~interests~~profits ofor ~~the~~losses ~~parent and interests~~ of the ~~non-controlling~~Company. Cephas ~~owners~~accounts offor athe ~~subsidiary.~~investment ~~SFAS~~at ~~160~~cost, ~~(ASC~~as ~~810)~~the ~~became~~investments ~~effective~~are ~~beginning~~collateralized ~~with~~by ~~our~~demand ~~first~~notes ~~quarter of 2009~~payable. There Wehas ~~will~~been beno ~~reporting~~negative ~~minority~~evidence ~~interest as a component~~ of ~~equity~~impairment inor ~~our~~reasons ~~Consolidated~~to ~~Balance~~reduce ~~Sheets~~the ~~and~~investment. Management ~~below~~has ~~income~~considered ~~tax~~like ~~expense~~values ~~in our Consolidated Statement~~ of ~~Operations.~~like ~~As minority interest will be recorded below income tax expense~~investment, itfuture ~~will~~discounted ~~have~~cash ~~an impact to our total effective tax rate~~flows, ~~but~~estimated ~~our~~return ~~total~~on ~~taxes~~investment ~~will~~and ~~not~~other ~~change.~~unobservable ~~For~~considerations ~~comparability,~~in wedetermining ~~will~~that becost ~~retrospectively~~represents ~~applying~~fair ~~the~~market ~~presentation of our prior year balances in our Consolidated Financial Statements~~value.

~~Recently~~Note ~~Issued~~4 ~~Accounting~~- ~~Pronouncements~~Accrued Expenses

~~Except~~Accrued ~~for~~expenses ~~rules~~at ~~and~~December ~~interpretive~~31, ~~releases~~2013 ~~of the SEC under authority of federal securities laws~~ and aDecember ~~limited number of grandfathered standards~~31, ~~the~~2012 ~~FASB~~consisted ~~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.following:

~~Note~~The 2amount –owing ~~Property~~to Michael Jordan bears interest at 12% per annum and ~~Equipment~~is currently in default. Accrued interest on settlement, to date, in the amounts of $544,266 is included in accrued interest.

~~Property~~An ~~and~~officer ~~equipment~~of the Company, as atapproved ~~December~~by 31the Board of Directors, ~~2012~~is ~~and~~paid ~~2011~~a ~~consisted~~salary of ~~the~~$175,000 ~~following:~~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.

	2012			2011
	Dec 31, 2013			Dec 31, 2012
Computer equipment	$	54,124		$	52,930
Michael Jordan settlement	$	468,750		$	468,750
Less: Accumulated depreciation		(53,421	)		(53,183	)
Management salary		568,750			393,750
Net Fixed Assets	$	703		$	941
Professional fees		7,101			7,101
Total Accrued Expenses	$	1,044,601		$	869,601

~~Depreciation~~On ~~expense~~December ~~for~~30, 2012 the ~~years~~Company’s ~~ended~~Board ~~December~~of ~~31,~~Directors ~~2012~~approved ~~and~~the ~~2012~~conversion ~~was~~of $~~238~~175,000 ~~and~~of ~~$253,~~accrued ~~respectively~~salaries into a promissory note payable.

Note 35 –- ~~Investments~~Notes Payable - Officer

~~The~~An ~~Company has made investments in a private company~~officer, in the ~~amount of $360,000 and $220,000 as of December 31, 2012 and 2011, 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~~shareholder, ashas ~~the~~pledged ~~investments~~his ~~are~~support ~~collateralized~~to byfund ~~demand~~continuing ~~notes~~operations; ~~payable. There~~however ~~has~~there ~~been~~is no ~~negative~~written ~~evidence~~commitment ~~of impairment or reasons~~ to ~~reduce~~this ~~the investment~~effect. ~~Management~~The ~~has~~Company ~~considered~~is ~~like~~dependent ~~values~~upon ofcontinued ~~like investment, future discounted cash flows, estimated return on investment and other unobservable considerations in determining that cost represents fair market value~~support. ~~See Note 10 “Commitment and Contingencies”.~~

~~Note~~As 4of -September ~~Accrued~~30, ~~Expenses~~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.

~~Accrued~~During ~~expenses~~the atyear ended December ~~31,~~2006 ~~2012~~the Company converted certain of the accrued amounts owing to the CEO and ~~December~~for 31salaries payable to the CEO into a note totaling $758,920. This ~~2011~~note ~~consisted~~is ofunsecured and bears interest at the ~~following:~~rate of 21% per annum. Accrued interest to date is $1,160,701.

~~The~~A ~~amount~~promissory ~~owing~~note were issued during 2007 to ~~Michael~~Peter ~~Jordan~~Klamka ~~bears~~for prior year (2006) unpaid salaries of $175,000 bearing interest at 12the rate of 8% per annum. ~~and~~In is2011 ~~currently~~payments, in ~~default. Accrued~~the ~~interest~~amount onof ~~settlement~~$8,000 were applied to ~~date~~this note, ~~amounts~~resulting in a balance due of $167,000 as of December 31, 2013. Interest accrued to date is $~~488~~98,~~018~~742.

AnIn ~~officer~~December of2011 ~~the~~an ~~Company,~~outside asparty ~~approved~~advanced byan ~~the~~additional ~~Board of Directors~~$45,000 isbearing ~~paid~~interest aat ~~salary~~7% ~~of $175,000~~ per annum,. ~~renewable~~This ~~annually~~note ~~upon~~was ~~mutual~~further ~~consent~~increased ~~until~~by ~~terminated~~another by$100,000 ~~either~~in ~~party~~2012. ~~Amounts~~ ~~are~~The ~~currently~~note ~~being~~is ~~accrued~~payable ~~until~~on ~~sufficient~~demand ~~cash~~and ~~flows~~there ~~from~~are ~~operation~~no ~~allow~~fixed ~~payment~~terms of repayment. Interest accrued to date $20,593.

	Dec 31, 2012		Dec 31, 2011
Michael Jordan settlement	$	468,750	$	468,750
Management salary		393,750		393,750
Professional fees		7,101		3,000
Total Accrued Expenses	$	869,601	$	865,500

Note 6 - Notes Payable

OnIn ~~December 30~~August 2001, ~~2012~~ the Company’s issued notes payable ~~Board~~for $100,000 ofand ~~Directors~~$300,000 which were due ~~approved~~in ~~the~~60 ~~conversion~~days and ~~of $175~~14 days,~~000~~ respectively. The balance of ~~accrued~~those ~~salaries~~loans ~~into~~as aof ~~promissory~~December ~~note~~31, ~~payable~~2012 was $263,742.

~~Note~~During 5the -year ~~Notes~~ended ~~Payable~~December -31, ~~Officer~~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.

AnDuring ~~officer~~the year ended December 31, 2010, an outside party loaned the ~~controlling~~Company ~~shareholder~~a total $85,000. This ~~has~~loan ~~pledged~~is ~~his~~repayable ~~support~~interest toonly ~~fund~~at ~~continuing~~the ~~operations;~~rate ~~however~~of ~~there~~7% isper annum with no ~~written~~fixed ~~commitment~~terms toof ~~this~~repayment ~~effect~~and may be converted into common stock at $.005 per share. In 2011 an additional 70,000 was advanced by the party. The ~~Company~~balance of the loan as at December 31, 2011 is ~~dependent~~$155,000 ~~upon~~and ~~continued~~accrued ~~support~~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.

AsDuring 2011 the company issued a series of ~~September~~notes ~~30,~~for ~~2004,~~expenses paid on behalf of the Company. The ~~converted~~notes totaled $~~291~~19,~~000~~700, ofpayable ~~advances~~upon ~~from~~demand, ~~its~~stated ~~CEO,~~interest ~~Mr.~~rate ~~Klamka~~of 7%, convertible into ashares ~~note~~of ~~payable~~common ~~that~~stock ~~bears interest~~ at ~~21%~~a ~~per~~fixed ~~annum~~conversion ~~and~~price isof ~~payable~~$.005 ~~upon~~per ~~demand~~share. AsA ofbeneficial ~~December~~conversion ~~31,~~has ~~2011,~~been recognized in the ~~balance~~amount of $19,700, based on ~~this~~the ~~note~~fair ismarket ~~$263,496~~value ~~with~~of ~~accrued~~the ~~interest~~stock ~~related~~at tothe ~~this~~time ~~note~~of ~~amounted~~agreement. Interest accrued to date is $~~449~~3,~~898~~075 on these notes.

~~During~~In ~~the year ended~~ December ~~2006~~2011 ~~the~~an ~~Company~~outside ~~converted~~party ~~certain~~advanced ofan ~~the~~additional ~~accrued~~$45,000 ~~amounts~~bearing ~~owing~~interest toat ~~the~~7% ~~CEO~~per ~~and~~annum. ~~for~~This ~~salaries~~note ~~payable~~was tofurther ~~the~~increased ~~CEO~~by ~~into~~another ~~a note totaling~~ $~~758~~100,~~920~~000 in 2012. ~~This~~ The note is ~~unsecured~~payable on demand and ~~bears~~there ~~interest~~are atno ~~the~~fixed ~~rate~~terms of ~~21% per annum~~repayment. ~~Accrued~~Interest ~~interest~~accrued to date is $120,~~001,329~~593.

AThe ~~promissory~~Company ~~note were~~ issued ~~during~~a ~~2007~~note to ~~Peter~~an ~~Klamka~~employee for ~~prior~~unpaid ~~year~~salaries (for 2006) ~~unpaid~~for ~~salaries~~$100,000 of which $~~175~~23,~~000~~750 ~~bearing~~was ~~interest~~repaid. atAdditional ~~the~~notes ~~rate~~were ofissued 8%for ~~per~~unpaid ~~annum.~~salaries Inof ~~2011~~which ~~payments~~$12,356 was repaid in ~~the~~2012 ~~amount~~leaving a balance of $8143,~~000~~894 ~~were~~and ~~applied~~bears interest at 7% per annum and accrued interest to ~~this~~date ~~note~~is $48,566. ~~resulting~~An inadditional anote ~~balance~~for ~~due~~unpaid ofsalary for 2012 was issued for $~~167~~80,000 asbearing ofinterest ~~December~~at ~~31,~~7% ~~2012~~per annum. ~~Interest~~ ~~accrued~~Accrued interest to date on this loan is $706,~~694~~233.

OnThe ~~December~~company ~~30,~~issued ~~2011~~ a ~~promissory~~ note ~~was issued~~ for ~~accrued salaries for the last 2 years, issued to Peter Klamka, in the amount of~~ $~~350~~50,000 ~~bearing~~in ~~interest~~March at2013. ~~the~~The ~~rate~~Holder of 8%this ~~per~~Note ~~annum, payable upon written demand. The note~~ is ~~convertible~~entitled, at ~~the~~its option ~~of the holder~~, at aany ~~fixed~~time ~~share~~after ~~price~~the issuance of ~~$.875~~this Note, ~~the~~to ~~closing~~convert ~~bid~~all ~~for~~or ~~the~~any ~~common~~lesser ~~shares~~portion as of ~~December 30, 2011. At December 30, 2011,~~ the ~~Company,~~Outstanding atPrincipal ~~the~~Amount ~~request~~and ofaccrued ~~the~~but ~~holder,~~unpaid ~~issued~~Interest ~~261,400~~into ~~(post~~Common ~~split)~~Stock ~~shares,~~at ~~reducing~~a ~~this~~conversion ~~note~~price infor ~~the~~each ~~amount~~share of ~~$107,350. There~~Common ~~was~~Stock noat a 50% discount tofrom the ~~stated~~lowest ~~share~~trade ~~conversion~~ price atin the ~~date~~5 ofdays ~~the~~prior ~~agreement;~~to ~~therefore~~the noday ~~beneficial~~that ~~conversion~~the ~~rate~~Holder isrequests ~~recognized~~conversion. Accrued ~~The~~interest ~~remaining~~as ~~balance~~at onDecember ~~this~~31, ~~note~~2013 iswas $~~242~~3,~~650 has been paid off~~750. ~~Interest has accrued on this note totaling $916.~~

~~Per~~ Note ~~the~~7 ~~convertible~~- ~~debt~~Stockholders' agreements the conversion price is to be calculated by dividing the amount of outstanding principal by the stated conversion price. Since the convertible debt can be converted at anytime from the signing of the agreement forward, the closing prices of the convertible debt agreement dates were used for the calculation of the beneficial conversion feature, in accordance with ASC 470. There was no beneficial conversion feature associated with the convertible debt, as the conversion rate approximated the fair market value of the trading shares at the date of signing.Deficit

~~Note~~Series 6A -Preferred ~~Notes Payable~~Stock

InThe ~~July and August 1997, the~~ Company ~~received~~has ~~$56~~1,~~250~~000,000 ~~through~~shares ~~the issuance~~ of ~~8% promissory notes and common stock purchase warrants to acquire Company stock~~$0. In001 ~~1999,~~par ~~one~~value of ~~the~~Series ~~note~~A ~~holders~~Convertible ~~converted~~Stock ~~$25,000~~authorized of ~~principal~~which ~~and $5~~44,500 ofshares ~~accrued~~are ~~interest~~issued ~~into~~and ~~6,100~~outstanding ~~shares~~as ofat ~~the~~December ~~Company's~~31, ~~common stock~~2013. ~~The~~

~~remainder~~On ofDecember ~~the~~16 ~~notes~~2013, ~~which~~the ~~amounts~~Company’s toBoard ~~$31,250,~~of ~~continues~~Directors toamended beand ~~outstanding~~restated ~~notwithstanding~~in its entirety the ~~fact~~rights, ~~that~~powers ~~payments~~and ~~owed~~preferences byof the Company's ~~there~~authorized ~~under~~but ~~are~~unissued ~~now~~Series ~~past~~A ~~due. Interest~~Preferred ~~accrued~~Stock toand ~~date~~the isCompany ~~$35,375~~filed an Amended and Restated Certificate of Designation with the Secretary of State of the State of Delaware.

InThe ~~August 2001,~~ outstanding shares of Series A Preferred Stock shall vote together with the ~~Company issued notes payable~~shares ~~for $100,000~~of Common Stock and ~~$300~~other voting securities of the Company as a single class and,~~000 which were due~~ inregardless 60of ~~days~~ the number of shares of Series A Preferred Stock outstanding and ~~14 days~~as long as at least one of such shares of Series A Preferred Stock is outstanding, ~~respectively~~ 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. ~~The~~Each ~~balance~~outstanding share of ~~those~~the ~~loans~~Series asA Preferred Stock shall represent its proportionate share of ~~December~~the ~~31,~~80% ~~2012~~which ~~was~~is ~~$263,742~~allocated to the outstanding shares of Series A Preferred Stock.

~~During~~Series ~~the~~B ~~year~~Convertible ~~ended~~Preferred ~~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.~~Stock

~~During~~The ~~the~~Company ~~year~~has ~~ended December 31~~850,000 ~~2010,~~shares anof ~~outside party loaned the Company a total~~ $~~85,000~~0. ~~This~~01 ~~loan~~par isvalue ~~repayable~~Series ~~interest~~B ~~only~~Convertible atPreferred ~~the~~Stock ~~rate~~(‘Series ofB”) 7%authorized ~~per annum with no fixed terms~~ of ~~repayment~~which ~~and may be converted into common stock at $.005 per share. In 2011 an additional 70~~850,000 ~~was~~shares ~~advanced~~are byissued ~~the~~and ~~party.~~outstanding ~~The balance of the loan as~~ at December 31, ~~2011 is $155,000 and accrued interest of $6,154~~2013. ~~The conversion feature of the notes resulted in a beneficial conversion expense of $155,000, which has been recognized in 2011.~~

~~During~~In ~~2011~~ the ~~company~~event ~~issued~~of a ~~series~~voluntary ofor ~~notes~~involuntary ~~for~~liquidation, dissolution ~~expenses~~or ~~paid~~winding up ~~on behalf~~ of the Company., ~~The~~prior ~~notes~~to ~~totaled~~the ~~$19~~time the Series B becomes convertible into common shares,~~700,~~ the holders of Series ~~payable~~B ~~upon~~shall ~~demand,~~be ~~stated~~entitled ~~interest~~to ~~rate~~$0.01 per share. In the event of ~~7%,~~a ~~convertible~~voluntary ~~into~~or ~~shares~~involuntary liquidation, dissolution or winding up of ~~common~~the ~~stock~~Company after atthe atime ~~fixed~~the ~~conversion~~Series ~~price~~B becomes convertible into common shares, the holders of ~~$.005~~Series ~~per~~B ~~share.~~shall be entitled Ato ~~beneficial~~share ~~conversion~~with ~~has~~the holders ~~been~~of ~~recognized~~common stock pari passu in the ~~amount~~assets of ~~$19~~the Company,~~700~~ on an as converted basis, ~~based~~whether onsuch ~~the~~assets ~~fair~~are ~~market~~capital ~~value~~or surplus of ~~the~~any ~~stock~~nature. atThe ~~the~~Series ~~time~~B ofshall ~~agreement. Interest~~be ~~accrued~~convertible upon the earlier to occur of: (i) the date isthe ~~$1,695~~Company ongenerates ~~these~~net ~~notes~~profits in any two consecutive fiscal quarters or (ii) April 1, 2006.

InThe conversion of Series ~~December~~B ~~2011~~shall anbe ~~outside~~on ~~party~~the basis ~~advanced~~of anten shares of ~~additional~~common stock ~~$45~~for one Series B share,~~000~~ as ~~bearing~~may ~~interest~~be atadjusted from 7%time ~~per~~to ~~annum~~time. ~~This~~Upon ~~note~~conversion, ~~was~~the ~~further~~holder ~~increased~~of bythe ~~another~~Series ~~$100,000~~B inwill ~~2012.~~be ~~The~~required ~~note~~to ispay ~~payable~~to onthe ~~demand~~Company ~~and~~a ~~there~~conversion ~~are~~price nofor ~~fixed~~each ~~terms~~share of ~~repayment. Interest~~common ~~accrued~~stock equal to ~~date~~ $~~8,993~~0.10.

The ~~Company~~holders ~~issued~~of athe ~~note~~Series toB anshall ~~employee~~vote ~~for~~on ~~unpaid~~all ~~salaries~~matters ~~for~~with ~~2006~~the ~~for~~holders ~~$100,000~~ of ~~which~~the ~~$23,750~~common ~~was~~stock ~~repaid.~~(and ~~The~~not ~~remaining~~as ~~balance~~a ofseparate ~~$156,250~~class) ofon ~~which~~a ~~$12,356~~ten ~~was~~vote ~~repaid~~per inshare ~~2012~~basis. The ~~leaving~~holders ~~a balance~~ of ~~$143,894~~the ~~and~~Series ~~bears~~B ~~interest~~shall atbe 7%entitled ~~per~~to ~~annum~~receive ~~and~~all ~~accrued~~notices ~~interest~~relating to ~~date~~voting isas ~~$38,494.~~are Anrequired ~~additional~~to ~~note~~be ~~for~~given ~~unpaid~~to ~~salary~~the ~~for~~holders ~~2012~~of ~~was~~the ~~issued~~common ~~for $80,000 bearing interest at 7% per annum~~stock.

~~Note~~During 72003, -the ~~Stockholders~~Company issued to Mr. Peter Klamka, the Company's ~~Deficit~~CEO, 850,000 shares of Series B as consideration for the contribution of an affinity credit card business to Legend Credit.

Series AC Convertible Preferred Stock

The Company has 1147,~~000,000~~775 shares of $0.~~001~~01 par value ~~Series~~Convertible A Preferred Stock ("“Series A"C”) authorized of which 44147,~~500~~775 shares are issued and outstanding at December 31, ~~2012~~2013. ~~Each share of Series A can be converted into 20 shares of common stock.~~

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~~convertible ~~Preferred~~preferred ~~Stock~~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 ~~Company~~of ~~has~~Series ~~850,000~~C shall be on the basis of one hundred shares of ~~$0.01~~common ~~par~~stock ~~value~~for one Series BC ~~Convertible~~share, ~~Preferred~~as ~~Stock~~may ~~(‘Series~~be ~~B”)~~adjusted ~~authorized~~from oftime ~~which~~to ~~850~~time. Upon conversion,~~000~~ ~~shares~~the ~~are~~holder ~~issued~~of ~~and~~the ~~outstanding~~Series atC ~~December~~will ~~31,~~be ~~2012~~required to pay to the Company a conversion price for each share of common stock equal to $0.10.

InThe ~~the~~holders ~~event~~ of ~~a voluntary or involuntary liquidation, dissolution or winding up of~~ the ~~Company, prior~~ ~~to the time the~~ Series ~~B becomes~~C ~~convertible into common shares, the holders of Series B~~ shall bevote ~~entitled~~on toall ~~$0.01~~matters ~~per~~with ~~share. In~~ the ~~event~~holders of athe ~~voluntary~~common orstock ~~involuntary~~(and ~~liquidation, dissolution or~~not ~~winding~~as upa ofseparate ~~the~~class) ~~Company after~~on ~~the~~a ~~time~~ten ~~the~~vote ~~Series~~per Bshare ~~becomes~~basis. ~~convertible into~~The ~~common shares, the~~ holders of the Series BC shall be entitled to ~~share~~receive ~~with~~all ~~the holders~~notices ofrelating ~~common stock~~to ~~pari passu~~voting ~~in the assets of the Company, on an~~ as ~~converted basis,~~ ~~whether such assets~~ are ~~capital~~required orto ~~surplus of any nature. The Series B shall~~ be ~~convertible~~given ~~upon~~to the ~~earlier~~holders ~~to occur~~ of: ~~(i)~~ the ~~date~~common ~~the Company generates net profits in any two consecutive fiscal quarters or (ii) April 1, 2006~~stock.

~~The conversion of Series~~During B2004, ~~shall be on~~ the ~~basis~~ ofCompany ~~ten shares of~~issued ~~common stock~~to ~~for~~Mr. ~~one~~Peter ~~Series B share~~Klamka, as ~~may~~the beCompany's ~~adjusted from~~CEO, ~~time to time. Upon conversion~~147,775 ~~the~~shares ~~holder~~ of ~~the~~ Series BC ~~will~~as beconsideration ~~required~~for ~~to pay to~~ the ~~Company~~contribution aof ~~conversion~~an ~~price~~additional ~~for~~10% ~~each~~ownership ~~share~~in ofLegend ~~common~~Credit. ~~stock~~(See ~~equal~~Note ~~to $0.10.~~3)

~~The~~Common 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.Stock

~~During~~The ~~2003, the~~ Company ~~issued~~has ~~to Mr. Peter Klamka~~75, ~~the Company's CEO~~000, ~~850~~000,000 shares of ~~Series~~$0.001 Bpar asvalue ~~consideration~~common ~~for~~stock ~~the~~authorized ~~contribution~~ of anwhich ~~affinity~~113,612,813 ~~credit~~are ~~card~~issued ~~business~~and tooutstanding ~~Legend~~at ~~Credit~~December 31, 2013.

~~Series~~During Cthe ~~Convertible~~year ~~Preferred~~ended ~~Stock~~December 31, 2012 a total of 37,801,500 shares were issued to reduce notes payable for a value of $337,757.

~~The~~During ~~Company~~the ~~has~~year ~~147,775~~ended ~~shares~~December of31, ~~$0.01~~2013 ~~par~~a ~~value~~total ~~Series~~of C74,026,257 ~~Convertible~~shares ~~Preferred~~were ~~Stock~~issued ~~(“Series~~to ~~C”)~~reduce ~~authorized~~notes ofpayable ~~which~~and ~~147~~1,~~775~~000,000 shares ~~are~~were issued ~~and~~for ~~outstanding~~services atfor ~~December~~a ~~31,~~total ~~2012~~combined value of $165,800.

InNote ~~the~~8 ~~event~~- ofIncome 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.Taxes

The ~~conversion~~ ofcomponents ~~Series C shall be on the basis~~ of ~~one~~income ~~hundred~~tax ~~shares~~(benefit) ofexpense ~~common stock~~ for ~~one~~the ~~Series~~years Cended ~~share~~December 31, as2013 ~~may~~and be2012 ~~adjusted from time to time. Upon conversion~~respectively, ~~the~~are ~~holder~~as ~~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.~~follows:

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.


	2013		2012

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

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

~~During~~The ~~2004,~~Company ~~the~~has ~~Company~~a ~~issued~~net operating loss carry forward to ~~Mr.~~offset ~~Peter~~future ~~Klamka~~taxable income of $23,602,687 ~~the~~for ~~Company's~~federal ~~CEO~~purposes and $22,078,037 ~~147~~for state purposes. Subject to current regulations,~~775~~ ~~shares~~this carry forward will begin to expire in 2012 in varying amounts until 2021. The amount and availability of ~~Series~~the Cnet asoperating ~~consideration~~loss ~~for~~carry forwards may be subject to limitations set forth by the ~~contribution~~Internal Revenue Code. Factors such as the number of anshares ~~additional~~ultimately ~~10%~~issued ~~ownership~~within a three year look-back period; whether there is a deemed more than 50 percent change in ~~Legend~~control; ~~Credit.~~the ~~(See~~applicable ~~Note~~long-term 3)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.

~~Common~~The ~~Stock~~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:

During the quarter ended March 31, 2010 the Company issued a total of 3,100,000 (12,400 post split) common shares to convert notes payable for a total consideration of $15,500.


	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	$	-		$	-

~~During~~Temporary ~~the~~differences ~~quarter~~due ~~ended~~to ~~September~~statutory ~~2010~~requirements in the ~~Company~~recognition ~~issued~~of aassets ~~total~~and ofliabilities 8for tax and financial reporting purposes,~~000~~ generally including such items as organizational costs,~~000~~ ~~(32~~accumulated depreciation and amortization,~~000~~ ~~post~~allowance ~~split)~~for ~~shares~~doubtful ofaccounts, ~~common~~organizational ~~stock~~and tostart-up ~~convert~~costs ~~certain~~and ~~notes~~vacation ~~payable~~accruals. These indifferences give rise to the ~~amount~~financial statement carrying amounts and tax bases of ~~$40~~assets and liabilities causing either deferred tax assets or liabilities,~~000.~~ as necessary, as of December 31, 2013 and 2013, respectively:

During the quarter ended September 30, 2010 the Company issued a total of 2,000,000 (8,000 post split) shares of common stock for services rendered totaling $14,000.


	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	$	-		$	-

~~During~~Note ~~the~~9 ~~quarter~~- ~~ended~~Commitments ~~December 31, 2010, the Company issued a total of 7,000,000 (28,000 post split) shares of common stock for services totaling $5,000~~ and ~~to reduce notes payable by $32,500.~~Contingencies

During 2011 the Company issued common shares to consultants for services provided. We have recorded compensation costs at the fair value at the time of issuance and expensed in the periods the service were performed. Total common shares issued for these services were 15,645,000 (62,580 post split) and recorded expenses of $110,000 related to the issuances. Litigation

~~During~~Legend ~~the quarter ended March 31~~Studios, ~~2011,~~Inc. ~~the~~vs. ~~Company~~Quorum ~~issued~~Radio ~~a total of 54~~Partners,~~600,000~~ ~~(218~~Inc.,~~400~~ ~~post~~Quorum ~~split)~~Radio ~~shares~~Partners ~~for services~~ of $2Virginia,~~000~~ ~~and~~Inc. ~~to reduce notes~~ and ~~loans~~Quorum ~~by $85~~Communications,~~600~~ Inc.

~~During~~Legend Studios lawsuit arises from defendants' breach of the ~~three~~parties' ~~months~~Asset ~~ended~~Purchase ~~June~~Agreement 30and Time Brokerage Agreement that govern the sale, ~~2011~~programming, aoperations ~~total~~and revenues of 10certain radio stations (KELE-AM,~~750~~ KELE-FM,~~000~~ ~~(43~~WIQO,~~000~~ ~~post~~WKEY ~~split~~and WKCI). ~~shares~~Legend ~~were~~Studios ~~issued~~seeks tospecific ~~reduce~~performance ~~notes~~of ~~payable~~the byagreements, as well as in excess of $211.5 million in damages. Defendants have been served with the complaint,~~750~~ 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.

~~During~~In the ~~year~~ordinary ~~ended~~course ~~December~~of 31business, ~~2012~~the aCompany ~~total~~is ofgenerally 37subject to claims,~~801~~ complaints,~~500~~ ~~shares~~and ~~were~~legal ~~issued~~actions. At December 31, 2013, management believes that the Company is not a party to ~~reduce~~any ~~notes~~action ~~payable~~which ~~for~~result would have a ~~value~~material ofimpact ~~$337~~on its financial condition,~~757~~ operations, or cash flows.

~~Note 8 - Income Taxes~~Commitments

~~The~~In ~~components~~September, of2007, ~~income~~Legend ~~tax~~Credit, ~~(benefit)~~Inc. ~~expense~~entered ~~for~~into an agreement with UCE, Inc. in which the ~~years~~Company ~~ended~~agreed ~~December~~to 31contribute $500,000 ~~2012~~toward production, marketing and ~~2011~~promotion ~~respectively~~costs for a weekly mixed martial arts event scheduled and produced by UCE, ~~are~~Inc. The asCompany ~~follows:~~contributed $29,562 toward the agreed-upon. The investment of $29,562 was fully impaired during the year ended December 31, 2008.

	2012		2011
Federal:
Current	$	-	$	-
Deferred		-		-
		-		-
State:
Current		-		-
Deferred		-		-
		-		-
	$	-	$	-

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 acommitted ~~net operating loss carry forward~~ to ~~offset~~advance ~~future~~by ~~taxable~~way ~~income~~ of ~~$23,030,956~~purchase for federal purposes and $21,506,306 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~~units ~~net operating loss carry forwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as the number~~ of ~~shares~~Network ~~ultimately issued within~~ a ~~three~~total ~~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~~$400,000 ~~business; and subsequent income~~ of ~~the~~which ~~Company~~$388,680 ~~all~~has ~~enter~~been ~~into~~advanced ~~the~~to ~~annual computation of allowable annual utilization of the carry forwards~~date.

~~The~~Note ~~Company’s~~10 ~~income~~- ~~tax~~Subsequent ~~expense (benefit) for the years ended December 31, 2012 and 2011 respectively, differed from the statutory federal rate of 34 percent as follows:~~Events

	2012			2011
Statutory rate applied to loss before income taxes	$	(7,830,525	)	$	(7,743,247	)
Increase(decrease) in income taxes resulting from:
State, income taxes		-			-
Other, including reserve for deferred tax asset		7,830,525			7,743,247
Income Tax Expense	$	-		$	-

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

~~Temporary~~Subsequent ~~differences due~~ to ~~statutory~~December ~~requirements in the recognition of assets and liabilities for tax and financial reporting purposes~~31, ~~generally including such items as organizational costs~~2013, ~~accumulated~~approximately ~~depreciation and amortization~~223, ~~allowance for doubtful accounts~~822,343 ~~organizational~~in ~~and~~common ~~start-up~~shares ~~costs~~were ~~and~~issued ~~vacation~~at ~~accruals. These~~various ~~differences~~prices ~~give rise~~ to ~~the~~reduce ~~financial~~notes ~~statement carrying amounts and tax bases of assets and liabilities causing either deferred tax assets or liabilities, as necessary, as of December 31, 2012 and 2011, respectively:~~payable.

	December 31,
	2012			2011
Deferred tax assets
Net operating loss carry forwards	$	23,030,956		$	22,774,256
Less: valuation allowances		(23,030,956	)		(22,774,256	)
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, 2012, 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 $360,000 has been advanced to date.

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