S&E Gaming LLC 41890 Enterprise Cir South #260 Temecula, CA 92590 brian@segamingllc.com www.segamingllc.

com

CONFIDENTIALITY AGREEMENT The undersigned reader acknowledges that the information provided by S&E Gaming LLC in this business plan is confidential; therefore, reader agrees not to use it for any other purpose than to evaluate a business relationship with S&E Gaming LLC or disclose it to any third party without the express written permission of S&E Gaming LLC. It is acknowledged by reader that information to be furnished in this business plan is in all respects confidential in nature, other than information which is in the public domain through other means and that any unauthorized disclosure or use of same by reader may cause serious harm or damage to S&E Gaming LLC. Upon request this document is to be immediately returned to Mr. Gregory Wahl of S&E Gaming LLC.

___________________ Signature

___________________ Name (typed or printed)

___________________ Date

This is a business plan. It is not an offering of securities.

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Table of Contents
Executive Summary ........................................................................................................................ 4 Objective ......................................................................................................................................... 4 Company Summary ........................................................................................................................ 5 Revenue Model ............................................................................................................................... 6 Management and Board of Directors .............................................................................................. 8 Strategic Partners ............................................................................................................................ 9 Capital Structure ........................................................................................................................... 10 Offering ......................................................................................................................................... 10 Use of Minimum Required Proceeds ........................................................................................ 10 Exit Strategy ............................................................................................................................. 11 Industry Overview ........................................................................................................................ 11 Slot Machines Most Popular Games in Casinos ....................................................................... 14 Why Casinos will Choose S&E Gaming .................................................................................. 15 Why Casino Patrons will like our Games: ................................................................................ 15 Internal Design of the Cabinets: ............................................................................................... 16 Customer Service: ..................................................................................................................... 17 Software: ................................................................................................................................... 18 Past Products from Our Programmers .......................................................................................... 19 The Competition ........................................................................................................................... 20 Marketing Plan .............................................................................................................................. 21 Looking to the Future.................................................................................................................... 22 Appendix A: 3-Year Projections .................................................................................................. 23 Appendix B: Use Of Minimum Required Proceeds .................................................................... 25 Appendix C: Ship Wreck Flier .................................................................................................... 26 Appendix D: Online Demos and Trailer ...................................................................................... 28

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EXECUTIVE SUMMARY
S&E Gaming LLC (S&E Gaming or Company) is a software development company focusing on the production of interactive gaming systems. The Company was founded in the fall of 2010 and is based in Southern California. The Company was formed by a group of professionals with substantial experience in every aspect of the interactive gaming industry including programming, technical maintenance, sales, and business development. The depth of our teams knowledge allows us to capitalize on two distinct market segments. The Company will design, create and produce Class III interactive gaming systems to be placed in casinos. Initially, we will place the games in casinos throughout Southern California and Oklahoma. We have spent the last 6 years in the Southern California Casinos building relationships with the casino managers and determining the needs of game players and casino support staff. Market share will be gained through our relationships and by offering gaming systems that are superior to our competition. Our two business development officers have relationships with all of the major tribes throughout the United States to have our games placed in various casinos. We have newly designed back-office systems, games, innovative cabinet designs, and unsurpassed customer support. S&Es games are designed to attract and retain more gamers to our slot machines. We have simplified the games, created progressive story lines and have programmed smoother game play to keep the customers involved in the games. Our software technology can be used on virtually any hardware medium (ie: IPAD, internet, etc) which will allow us to establish other revenue streams for the Company. Our new cabinet design has a more spacious and organized internal layout using higher quality parts than our competitors. This allows the machines to run more efficiently with less down time. If a repair is needed on any of our systems, this will be done in our 24 hour guaranteed repair time. This means less downtime and greater revenues for the casinos, greater satisfaction from casinos clients and more revenue for S&E Gaming.

Objective
S&E Gaming will evolve into a worldwide game content and systems provider within 4 years that will provide games players will love to play while simultaneously making them easy to operate and manage. By continuously listening to casinos and their patrons, S&E will ensure to maximize profits for the casinos while providing the best possible gaming experience for their customers.

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The Company is planning the initial casino launch of 24 machines in November, 2011 followed by an additional 24 machines by the end of December. This will generate Gross Revenue of $81,648 but leave a net loss for 2011 after paying the years expenses.. The company requires $352,400 to $1,000,000 to achieve our goals. By April of 2012, we will be generating enough cash flow to self-finance the Company. The Company is projected to have a net profit before tax of $1,945,544 for the year ended 2012 and $6,528,398 for the year ended 2013. Once a strong presence is obtained in California and Oklahoma, we will branch out into other states and then other countries.

Company Summary
S&E Gaming will be creating interactive slot machines that will be leased by Casinos. Creation of the games includes writing the story board, developing the proprietary gaming formulas, writing the code, designing the cabinets, installing at casinos, managing back office support and providing technicians to service the games. This is an ever changing and fast expanding industry. Casinos are growing to provide more games and entertainment to attract more customers. If games do not receive a lot of game play, they will be removed. Our goal is to revolutionize the industry by addressing the specific needs of the casinos and their clients. Amazingly these needs are often overlooked because current game providers are out of touch with their clients or are already making money, they dont need to adapt. We have spent countless hours speaking with Casino managers and walking the casino floors to identify areas of needed improvement. To address these needs, we have re-engineered the cabinets and games to literally one up our competitors. These two things will make it easier for the casinos to manage the games on a daily basis and will create a fun experience for their clients, thus causing them to return time and time again. We will also carve our way into the casino industry by offering unsurpassed service. There is an inexcusable amount of down time with games in the market because of the lack of speed provided by current service technicians. Cabinets will often sit broken for weeks, sometimes months until they are either replaced or repaired. Our cabinets are designed for speedy part repair/swap and it will be our goal to have a technician present within 24hrs of a service call. All of our technicians have many years of gaming industry experience and have played an intricate role in designing our cabinets. Because the Company has pre-existing relationships with several Indian Gaming Casinos in the California and Oklahoma markets, we will initially focus our concentrations there. Our first product placement will either be in the Tachi Palace, Pechanga or Valley View Casinos in Southern California. We have been approached to do a joint venture with a member of the Tachi Yokut Tribe (Tachi Palace Hotel Casino is the largest Californian Casino) and are presently S&E Gaming LLC Business Plan Page 5

working on securing a contract. The Indian Gaming markets tend to have more favorable contract terms for slot machine providers as opposed to regular commercial casinos like the ones located in Nevada. Upon receiving our initial complete cabinet by the end of May, we will send our first game to Gaming Laboratories International (GLI) to be certified according to industry standards. Starting in May, we will be using our demo games and marketing material to solidify revenue share contracts in our first two casinos. Contracts in the Southern California and Oklahoma markets are typically a 70/30 or 80/20 profit split with the casino and game supplier, respectively.

Revenue Model
The daily revenue each game generates varies widely depending on several factors including: 1) location, 2) time in casino, 3) special promotions, 4) the amount of game play from patrons and 5) reliability. An average game in an average location will typically make anywhere from $100/day to start and then gradually increase to $450/day over 3-4 months. Our programmers machines have achieved daily revenue range from $300 to $40,000 a day depending on the promotions that are done to drive traffic to the machines. The Companys goal is to have our first order of 24 games placed into a casino by November and then the 2nd order of 24 by December. For modeling purposes, we are assuming the machines start making $100, $200, $300, $450/day, increasing in 2 week intervals, and staying at a conservative $450/day the next 3 years. We have modeled a relatively slow growth rate for 2012 by only adding 24 more machines in February, May and July 2012. This would give a total of 240 machines operating at full capacity for 2 months in 2012. We will be able to secure much larger orders in just the Southern California casinos.

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S&E Gaming Projections vs Current Industry Data (thousands)

Total Revenue SE Gaming 2011 SE Gaming 2012 BALLY (06/10) IGT (09/10) MULTIMEDIA(12/10) $81,648 $4,245,696 $778,191,000 $1,987,200,000 $117,936,000 Cost of Revenue $41,253 $447,103 $279,805,000 $866,600,000 $13,370,000 Gross Profit $40,395 $3,798,593 $498,386,000 $1,120,600,000 $104,566,000 EBIT $-78,362 $1,945,544 $183,399,000 $ 474,700,000 $(7,185,000) Net Income $-78,362 $1,361,881 $137,477,000 $186,000,000 $2,629,000

Financial Ratios
Gross Margin SE Gaming 2011 SE Gaming 2012 BALLY (06/30/2010) IGT (09/30/2010) MULTIMEDIA (12/10) 0.49 0.89 0.64 0.56 0.89 Pretax Profit Margin -0.96 0.46 0.22 0.16 -0.1 Profit Margin -0.96 0.32 0.18 0.09 0.02

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MANAGEMENT AND BOARD OF DIRECTORS

Sebastian Flores is a member of S&E Gamings board of directors. Mr. Flores is well known in the casino gaming industry for being a visionary, and creating code for some of the most wellknown Indian casino games in Southern California. The games he produced are in casinos such as, Pechanga Casino, Valley View Casino, Morongo Casino, and Pauma Casino under Nova Gaming. Mr. Flores has extensive experience with all stages of Class II & Class III game development. Sebastian has also produced PC Gaming Independent hits on the First Person Shooter Platform, and continues along with his team of developers to expand their technology used to create the best gaming experience. While working with Nova Gaming, he became their Lead Software Engineer, and took over California operations for Nova Gaming, all within one year. Mr. Flores now serves as President of S&E Gaming and Lead of Software Development. Ernesto Ochoa is a member of S&E Gamings board of Directors and is the Companys Chief Engineer. He had worked with Nova Gaming LLC as a sales representative where he participated in contract negotiations with various Casinos throughout Southern California. He is also familiar with different types of programming languages such as Visual Basic, DBP and C++. His extensive experience in customer relations is due to being an inside sales rep with United Security Products for the past 5 years. As their Quality Control Manager, his technical abilities were used to evaluate many types of devices both in diagnostic and hands on. Mr. Ochoa spent time streamlining the tech division and bridging the Engineering, Sales and Production Departments. Mr. Ochoa holds a Bachelors of Science Degree in Electronics Engineering from ITT Technical Institute School. Michael Stragey is a Lead Programmer with S&E Gaming. For the last 4 years he has been a contract software engineer with Bally Technologies, Inc. He designed and programmed the game engines for Class III Games using the Unity 3D platform. He has also designed games for Nintendo GBA, Nintendo DS, Game Boy Advance, Leapster, and Sunplus TV game chipset. Various games he was Lead Software Engineer on include, SpongeBob Squarepants (DS), Batman: Multiply, Divide, and Conquer (Leapster), The Scorpion King (GBA), and Barbie: Princess and the Pauper (GBA). Brian Rusywick, is a member of S&E Gamings board of directors. For the last 4 years, Mr. Rusywick has been a managing member of Vertical Lending Services, LLC a privately held real estate lending company. Prior to this, Mr. Rusywick spent 4 years as a chief lending officer. Before his time in the mortgage finance industry, he held several positions as a corporate accountant. He is a Delaware State Certified Public Accountant. Mr. Rusywick also holds a Bachelors of Business Degree in Accounting and Finance from Simon Fraser University.

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Gregory A. Wahl, is a member of S&E Gamings board of directors. Mr. Wahl is also the Managing Partner of Anton & Chia, LLP a PCAOB registered accounting firm that focuses on taking companies in the small to middle market public. He has significant international exposure for completing transactions with companies in Canada, China, Europe, Hong Kong and the USA for public listing on major exchanges in the United States of America. Mr. Wahl has extensive experience with operations, strategy, compliance, business development and setting up various businesses and developing them out of their seed stage into profitable enterprises. His transactional experience has allowed him to be involved in capital raises in excess of $3.0B where he has partnered with Deutsche Bank, Jeffries and Company, JP Morgan, and Merrill Lynch. Mr. Wahl worked at KPMG for six years and left as a manager. He was the managing partner of Crowe Horwaths Orange County office. Mr. Wahl is a Certified Public Accountant in California, USA. He is also a Canadian Chartered Accountant. He graduated with Honors in Finance from Simon Fraser University.

Strategic Partners

Applied Management Strategies (AMS): S&E Gaming has formed a strategic alliance with Applied Management Strategies (AMS) to aid the successful entrance of the Company into the US, Asia, Europe, and South America. AMS was founded by Roy Student, a long-time gaming and hospitality executive. While president of Cyberview Technology, now part of IGT, Student crafted the plan for this small and unknown software and systems developer and hardware supplier to being acknowledged as the pioneer of server-based, downloadable gaming for the U.S. casino industry. Previously, Student was chairman and founder of Gaming Systems International (GSI), a leading developer of casino management systems, later sold to a Monaco company. Student has traveled throughout the world and has extensive gaming contacts and relationships within the various global regions. The AMS roster of clients includes Konami Gaming, Spectrum Gaming, Casino Technology, Win Systems, XpertX and The Fine Point Group among others. With its one-of-a-kind knowledge and experience in gaming, AMS plots a particular and unique path for an organization to succeed, whether a start-up or a well-established company. In doing so, AMS has turned the dreams of new entities into market reality or pushed companies past challenges unto their next higher level of operation and performance in new arenas. S&E Gaming LLC Business Plan Page 9

Capital Structure
The ownership of the Company is shared between Sebastian Flores (25%), Ernesto Ochoa (25%), Titan Capital, LLC (21%), Greg Wahl (9%) and 20% reserved. Beneficial Ownership Structure:

Name Sebastian Flores Ernesto Ochoa Titan Capital, LLC Greg Wahl Reserved Total Share Capital Committed

Number of Shares 25,000 25,000 21,000 9,000 20,000 120,000

%. 25.0% 25.0% 21.0% 9.0% 20.0% 100.0%

OFFERING
The Company is requires a minimum of $352,400 to finance the construction of the initial 24 cabinets, software needs and all licensing.

Use of Minimum Required Proceeds

24Machines Win7andServer WindowsServer Installation GamingLaboratoriesInternational CasinoLicenses Shipping LegalFees Fees ComputerEquipment Totalfor25machines $200,000 $7,500 $12,000 $12,500 $40,000 $10,000 $2,400 $30,000 $30,000 $8,000 $352,400

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Exit Strategy
Management foresees two primary exit channel options for investors: IPO: Floating the Company on the public market would be a natural exit for investors. Currently the public Class III Gaming Companies are trading as high as 25 times earnings. Completing a public offering once the Company has achieved trailing $5 million after tax net income could produce substantial value for investors. Strategic Acquisition: As the Company executes against its growth plans and the market becomes aware of the strength of S&E Gaming, Management is confident they will be approached by larger organizations to acquire the Company.

INDUSTRY OVERVIEW
This year a record 73 million Americans will visit one of the 1,200 gambling facilities stretching from coast to coasta nearly 40 percent increase in visitors from just five years ago. The casino business is an ever-expanding market that has yet to reach its limit. Indian gaming statistics provided by the National Indian Gaming Commission (NIGC), indicate there are approximately 425 Indian gaming establishments in the United States that generated $26.5 billion in 2009. This was a 1% drop from the 2008 gaming revenues of $26.7 billion. In a Casino Citys Indian Gaming Industry Report, Dr. Meister states, The decline of nationwide Indian gaming in 2009 was part of a larger trend, namely the recent slowdown of Indian gaming, Meister wrote. The growth of gaming revenue declined from 15 percent in 2005, to 10 percent in 2006, 4 percent in 2007, and 1 percent in 2008 the slower growth in 2008 and the decline in 2009 can be attributed in large part to the general slowdown in the U.S. economy.

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Growth in Gaming Revenues ($ in Billions)

Eleven Californian Indian casinos have expanded or renovated in 2009. However, the overall availability of gaming went down very slightly. By the end of 2009, there were 66,325 gaming machines in California, a 2-percent drop from the previous year, and 2,119 table games, down 0.3 percent. Meister also noted the California tribes have left a fair amount of possible expansion on the table. For example, court rulings in 2009 opened up 10,549 slot machine licenses that had previously been denied. But in the end, these licenses only resulted in 10 tribes rolling out 1,878 new slot machines, a fraction of the possible total. Tribal leaders feel that gaming appears to be a leading economic indicator. In January, 2011, many tribes have experienced a small uptick in revenues. The NIGC divides the country into seven regions. The data shows that most growth in gross gaming revenue (GGR) occurred in two regions, the Oklahoma City region, which includes 49 gaming operations in western Oklahoma and Texas, and the Portland Region, which includes 49 gaming operations throughout Washington State, Idaho and Oregon. In states that have less developed Indian gaming markets like Alabama which experienced a 34% growth in Indian gaming revenues between 2008 and 2009, and Wyoming grew 21%. Alaska, Nebraska, Florida and Oklahoma all showed strong gains of between 7% and 18%.

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The top two states, California and Oklahoma, generated 38% of total gaming revenue at Indian gaming facilities. There was great disparity in the performance of Indian gaming across states nearly one-half of the states with Indian gaming experienced declines in gaming revenue, while the other half experienced growth. The states that made the greatest contribution to nationwide Indian gaming growth were Oklahoma and Florida, which are large revenue-generating states that continue to grow at a rapid pace. In a March 25, 2011 report done by Stics, they write there are two major factors that contributed to the relative resilience of Indian Casinos over the past few years and they both relate to location. High Percentage of Local Gamers: If a property has a higher percentage of local gamers, its resilience in an economic downturn will be greater. Generally speaking:

In a recession, people travel less. If gambling is a preferred form of entertainment, the gambler will reduce expenses by gambling closer to home. The percentage of gross gaming revenue from local gamers is higher for Native American properties than destination cities.

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Less Competition: Native American properties often, but not uniformly, enjoy less competition. This is due to:

Unique or remote locations A scarcity of nearby gaming alternatives

This encourages customer visit stability, as gamblers come back to nearby casinos more consistently over time. Because of this local access, gambling can become a recurring part of the local entertainment budget.

Slot Machines Most Popular Games in Casinos

The slot-machine market is enjoying substantial growth and is in a state of perpetual change. More than 500 games a year are introduced on the casino floor, but each is granted only a few weeks' probation. They either perform immediately or get yanked, junked, and replaced (a profitable machine that costs about $20,000 can pay for itself in just thirty days). Slot machines are sometimes called beautiful vaults in the industry because they brought in nearly three-quarters of the $26.5 billion in total gross gaming revenue (GGR) the Native Gaming Industry generated in 2009. According to the 2010 AGA Survey of Casino Entertainment, a large majority of survey participants say slot machines are their favorite casino game.

Top5FavoriteCasino Games
59%

18% 7% Slot Blackjack Machines Poker 6% Roulette 5% Craps

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There are several reasons why people prefer slot machines over table games. Almost half (49%) of those surveyed say their reason for preferring slot machines is related to not feeling pressured or embarrassed when playing the games. 15% cited the entertainment and fun of slot machines as their reason for playing.
25% 24% 15% 13% 6% 3% 3% 8% 3% I'mnotgoingtobeembarrassedbecausetheyarelesscomplicated andhavefewerrules. Thereislesspressure,andIcanplayaloneatmyownpace. Theyaremoreentertainingandfun. They'refast,easytoplayandhaveaninstantpayout. Myspouseorfriendintroducedthemtomeandalwaysplayswithme. Theyarethebestwaytoearnloyaltypointsandrewards. Thereisachangeforabigjackpot. Other Don'tknow/Refused

In the past fifteen years the number of slot machines has grown fivefold, to more than 833,000 and is still escalating. This includes commercial, tribal, and non-casino locations across the United States. California and Oklahoma have the second and third most machines with 67,000 and 54,000 machines respectively.

Why Casinos will Choose S&E Gaming

Why Casino Patrons will like our Games: Our games are designed to target several qualities of the casinos demographics; including ethnicity, age, current trends, high rollers, regular gamblers, etc. Some of our games have ever expanding storylines that will keep customers coming back to the games many times over. Our games will have what everyone loves from the old school games, easy to understand game play, and not a lot of rules to remember. Simplicity will play a big factor. Our programmers have done this in the past, and these games had great success. S&E Gaming has spent extra money to install high quality and performance components into our cabinets. Our platform will run on an Intel Core 2 Duo Processor that surpasses the rest of the competition which uses a standard Pentium 4 single core processor. Our game engine is the same that is used for video games like Gears of War. The superior processing power of our platform will provide for a smoother gaming experience, giving players a faster and easy to use gaming experience with no wait time between spins. The processing power will also allow the company to have all the top graphics. Our games will feature rich 3D textures and HD video that will rival that found in current Pixar films. A 3D S&E Gaming LLC Business Plan Page 15

game is being developed which will be first of its type in the field. Internal Design of the Cabinets: There is limited space in the cabinets, making the cabinets internally cramped and cumbersome. Current systems are still using large motherboards, tangled wiring harnesses and poorly placed components. S&E Gaming has re-engineered our cabinets to meet the needs of everyone involved including the casino managers, technicians, and paper collectors. The Companys cabinets will have easier built in terminals for easy repairs, some of our adjustments include: We are using micro boards that take up less space and allow for greater air circulation. We have created a uniquely designed Interface Output (IO) Board which makes every part easily accessible for quick removal/replacement. For example, in current systems the power supply is in the back of the logic box and typically it takes an hour to change or repair it. With our design, changing the power supply would only take 3 minutes. Our IO board is easily accessible behind the monitor and has every component hooking up to this instead of the PC. Other cabinets have two IO boards called black boxes. Black boxes are older and slower technology. The only other company that uses IO boards is IGT. Our computer is easily replaced; all you have to do is grab the handle and pull a lever. In old cabinets, there are four clips you would have to unhook, but you cant get to them easily because you would have to remove other components first. Our top monitor flips up to reveal the wiring harness and to replace the monitor itself. Monitors in other cabinets need to have twelve screws removed to replace. Our expansion video cards will be a big advantage to us, since we will not be using onboard video processing we will be able to replace cards as needed and will give players a better gaming experience. We will be the only firm to use Nvidia Fermi Video Technology. This is the highest quality of video output possible, rendering graphics faster and at a better quality. Fermi uses fewer processor cells, thus keeping the game itself cooler which causes our cards to last longer without downtime. The bottom screens are 2D and the top will be a 3D rendering (something similar to the current popular Pixar movie films). We also use green technology which enables our games to have low power consumption. We are using dvi-d gives the full digital rendering. Refresh rate is a lot quicker. No one is really using this right now. Our cable management is second to none, not only does this allow our hardware to breathe better, but troubleshooting is simple. All component cables go to a single connection point where all cables and hardware get terminated. Our clients will find this attractive because the cable mess from other vendors cabinets results in the games overheating and downtime of game terminals while repairs are made. In the past, all the

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cables looked the same and its hard to decipher which cable is which. Our cables are color coded to distinguish between the printer, monitor, and button panel cables, etc. We have split the typical single cabinet door into a monitor and a belly door. Competitors machines typically have one large heavy door that often becomes loose on the hinges and not close properly. Often the persons hired to change the papers, cant even open the doors themselves, and have to call a technician. If a technician isnt available, the machine may be down for hours. We have a volume knob instead of one on the touch screen. This will cater to the older persons who play the games, because sometimes all of the flashing items on the screen make it hard for them to find. Technicians are often called to lower the volume. The Cabinet Version 1

Customer Service: Machines often currently sit on consumer floors weeks/months in need of repair. This costs the casinos a lot of money and potentially a loss of customers. Customer service is our priority; we will provide our own technical support to the games including on-site assistance, installation of hardware and software, training of casino floor staff and troubleshooting of equipment. As our customer base expands we will add technicians and support staff to help keep our games running 24 hours a day 7 days a week. Stocking spare parts in the casinos themselves will enable us to have a machine down for no longer than 24 hours. The Company will also help the casinos to organize sales-generating promotions in order to attract more customers and generate more revenue. This will include possible game release events with some of the many celebrities at our disposal. S&E Gaming LLC Business Plan Page 17

Software: To augment the casinos customer tracking, our software will track everything by taking screen shots of each spin. No other vendor can give a casino the ease of interfacing with their accounting system like S&E Gaming. Our Games will be able to interface with all several accounting systems, making it simple for the casinos. Compatible Accounting Systems Include:

Oasis SAS 6.01 GSA S2S ACSC SDG/Ballys Harrahs C2 Gaming MGAM M3 Melange EC Development

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S&E Gaming LLC Business Plan

Past Products from Our Programmers

Our team has already developed several games that are in play now. These slot machines are located in the California Casinos of Pechanga Casino, Pauma Casino, Valley View Casino, Morongo Casino, and Sycuan Casino. Within these casinos, they have a combined 15 different game themes and over 10,000 slot machines in play. Some of these games include: 1. Felix The Cat (Nova Gaming) http://www.novagamingllc.com/index.php?option=com_content&task=view&id=180&It emid=165 2. Just Chilling (Nova Gaming) http://www.novagamingllc.com/index.php?option=com_content&task=view&id=186&It emid=181 3. Blazing Hot Honey Pot (Nova Gaming) http://www.novagamingllc.com/index.php?option=com_content&task=view&id=156&It emid=137 4. Ginos Pizza (Nova Gaming) http://www.novagamingllc.com/index.php?option=com_content&task=view&id=177&It emid=164 5. Graveyard Shift (Nova Gaming) http://www.novagamingllc.com/index.php?option=com_content&task=view&id=178&It emid=163 6. Chinese Takeout (Nova Gaming) http://www.novagamingllc.com/index.php?option=com_content&task=view&id=41&Ite mid=62 7. Texas Jack (Nova Gaming) http://www.novagamingllc.com/index.php?option=com_content&task=view&id=72&Ite mid=96 8. Election Day (Nova Gaming) http://www.novagamingllc.com/index.php?option=com_content&task=view&id=227&It emid=213

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S&E Gaming LLC Business Plan

THE COMPETITION
Our major competitors are Nova Gaming, Multimedia, IGT, Ballys, Cadillac Jack, and Rocket Gaming. Or main goal is to take over the California market where both Nova Gaming and Rocket Gaming have created a small niche for themselves. IGT has a large catalogue of games, well designed platforms, and many mainstream licenses. ie; Wheel of Fortune, Sopranos etc. They have several different types of cabinet styles to complement their games. However, they dont do anything special to augment the mainstream licenses. They make the Sopranos Game look like every other game that is out there except with different graphics. The games do not have any superior programming, graphics, etc. Because they have so many different games and cabinet styles, if one of their technicians isnt familiar with it, they are clueless with what to do. Thus the games will have longer downtime. IGT also sells games to casinos instead of leasing them through revenue sharing. However, they have horrible service for their games and the games sit broken for extended periods of time. When they do fix the games, they gouge the casinos by charging exuberant prices for the parts, ie $800 for a $40 video card. Nova Gaming has a descent amount of games, including some with tournament functionality. They have 3 styles of cabinets but they only have 1 they use. This standard single cabinet produced by CalPC is aged. Some of these cabinets have mechanical reels that have been known to suddenly light up in flames. Novas cabinets are not vented so their hardware doesnt last. The hardware itself is also aged with a single core processor which is the minimum needed for Windows XP (were using windows 7). Their slot machine doors are difficult for the casino personal to open, even when they are brand new. The games themselves are also aged. They just continuously take old games and add the words, Wild or Platinum to the title and some new graphics. Cadillac Jack is a poor mans Nova Gaming. They buy their cabinets from the same manufacturer as Nova and have the same themes but dont have tournament functionality. Multimedia has very nice games and can be creative. However, they dont capitalize on what they are trying to do with their creativity by failing to market their games properly. They will often show up at casinos with no marketing material or fail to build the social relationships with the managers. Their games are stable and the cabinets are designed very well. But, they have had networking issues in the past because they outsource network engineer. They were running on linux and couldnt connect to the casinos windows servers. Ballys has very nice games, great back end system, cabinets, and marketing. But they have the

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S&E Gaming LLC Business Plan same issues as IGT. They have so many different games, software, cabinet versions, etc. that their technicians cant always fix a game if they arent fully knowledgeable. There is no personal connection with the casinos staff. Ballys suffers from the We are so big that we dont care attitude. If one machine is down, its no big deal; they will get to it when they can. They also charge way too much for their parts, and provide limited support. Rocket Gamings games are horrible. They use on-board graphics which means they dont have a video card. Instead of using video ram, they use the computers ram and computers processing power. This results in low end graphics with no dedicated video support. They have poor technical support because it takes 4-5 technicians to do the job of one tech, mainly because the hardware design is not very user friendly. Rockets marketing is also terrible. This company has not been well accepted by the casinos.

MARKETING PLAN
An extremely important part of our marketing plan is to capitalize on the contacts we have made in the field throughout the years. Our contacts include gaming commissioners, tribal council members, lead slot floor managers, compliance members and slot techs. Where possible, we will form strategic contractual agreements with tribal members to facilitate casino contracts and long term relationships. We are currently in negotiations with 2 different tribal members. S&E Gaming has several different sources to partner with celebrities, sports figures, musicians, etc. to create branded games. With the launch of every one of these games, we will host launch parties at chosen casinos. These launch parties will be promoted using various types of social and print media in conjunction with the casinos marketing efforts. We are planning to explore traditional types of media such as the Indian Gaming Magazine and Global Gaming Business Magazine. There are also various types of social networks that we shall be involved in to market ourselves. To market to the casinos directly we will be using Computer Generated Images (the same as Pixar Animation) in our trailers and videos created for each game theme. We are also developing fully playable demo games. These demos as well as the trailers will be presented personally to Casino management on most types of platforms including ipads, other tablets and online. The companys website will be an interactive website where visitors can play the games, look at and rotate our cabinets, watch our game trailers, download computer wall paper/posters.

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S&E Gaming LLC Business Plan

Looking to the Future

After our anticipated launch in Southern California casinos we will continue to grow our market share in Tachi Palace, Valley View, Pechanga, Morongo, Sycuan, Pauma and Soboba Casinos. Early into the next year we will begin to roll our product out in Oklahoma casinos where we also have casino and tribal relationships. The Company already has rough drafts of a 2nd generation of our cabinets with several more improvements. We will switch to keeping the production of the cabinets in-house, and managing the production process ourselves through the manufacturing relationships we possess. This will allow us to build the cabinets at lower cost and to protect our proprietary cabinet design.

The Company will continuously add more games to our pipeline. We have already had initial conversations to start development of branded games as well. The Company has the ability to partner with any currently popular actress/actor/personality there is to generate more revenue per game. For branded games, we will spare no expense or amount of time to create the highest quality of game. Everyone expects a standard amount of quality from your everyday game and do not do anything different for a branded game. We will make our brands a project to go beyond everyones expectations and make a unique game that will be played for years to come. Our project plan includes designing the Core System of the game with new bonus rounds, video segments, and animated icons. This will be facilitated by designing a new type of technology that uses different programming languages. The majority of the core program will be using an older language that very few programmers know. The older language is a core language that goes beyond the current C++ and Java languages used throughout the Casino industry. Using this language will give us better game play, faster game performance, less game lock ups, and it will give us better security. Different languages will be used for the animation and other functions, allowing for faster processing, lower resources used and higher quality animation.

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APPENDIX A:

3-YEAR PROJECTIONS

S&EGaming,LLC Profit&Loss AsofDecember31,20112013 2011 2012 (Unaudited) (Unaudited) Revenues ClassIIIGames $81,648 $4,245,696 GrossRevenue $81,648 $4,245,696 Shipping $8,078 $32,112 Testing $26,000 $72,000 DirectMarketing $3,175 $294,991 Maintenance $4,000 $48,000 CostofSales $41,253 $447,103 GrossProfit $40,395 $3,798,593 OperatingExpenses ProgrammerSalaries $17,500 $480,500 DesignSalaries $3,500 $181,000 AdminSalaries $29,750 $297,000 OfficeExpense $6,055 $42,000 Promotions $5,000 $31,000 Software&CompEquip $5,639 $12,000 TestMachines $20,835 $13,000 Legal/Acctg $ $165,000 NoteToDirector $104,000 Licensing $22,500 $60,000 TotalOperatingExpenses $110,780 $1,385,500 DeprecExpCabinets $3,333 $400,000 DeprecExpEquipandSoftware $4,644 $7,706 InterestExpense $59,843 TotalotherExpenses $7,977 $467,549 Earningsbeforeincometaxes $(78,362) $1,945,544 ProvisionforIncomeTaxes $583,663 NetIncome $(78,362) $1,361,881

2013 (Unaudited) $10,777,536 $10,777,536 $64,224 $276,000 $589,982 $168,000 $1,098,206 $9,679,330 $720,750 $271,500 $445,500 $141,000 $250,000 $36,000 $39,000 $495,000 $ $300,000 $2,698,750 $400,000 $6,133 $46,049 $452,182 $6,528,398 $1,958,519 $4,569,878

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APPENDIX A:

3-YEAR PROJECTIONS

Cash Inventory,net TotalCurrentAssets Equipment,net TotalAssets

S&EGaming,LLC ConsolidatedBalanceSheet AsofDecember31,20112013 $8,974 $596,667 $605,640 $23,583 $629,224

Assets 2011

2012
$1,939,827 $1,596,667 $3,536,493 $16,983 $3,553,476

2013
$6,887,596 $2,706,667 $9,594,263 $33,965.70 $9,628,229

$1,596,589 $1,838,519 $3,435,109 $6,975 $691,111 $5,495,035 $9,628,229

Liabilities
NotesPayable IncomeTaxPayable TotalLiabilities CommonStock AdditionalPaidinCapital Partners'Equity TotalLiabilitiesandPartners'Equity $ $ $ $6,975 $691,111 $(78,362) $626,224 $988,209 $583,663 $1,571,872 $6,975 $691,111 $1,283,519 $3,553,476

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APPENDIX B:

USE OF MINIMUNM REQUIRED PROCEEDS

24Machines Win7andServer WindowsServer Installation

$200,000 $7,500 $12,000 $12,500 $40,000 $10,000 $2,400 $30,000 $30,000 $8,000

GamingLaboratoriesInternational CasinoLicenses Shipping LegalFees Fees ComputerEquipment Totalfor25machines

$352,400

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APPENDIX C:

SHIP WRECK FLIER

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S&E Gaming LLC Business Plan

APPENDIX C:

SHIP WRECK FLIER

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S&E Gaming LLC Business Plan

APPENDIX D:

ONLINE DEMOS AND TRAILER

Quick Draw: http://www.hauntropolis.com/files/QuickDraw.html Mad Machine: http://www.hauntropolis.com/files/MadMachine.html Trailer: http://www.segamingllc.com/#!media

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