10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-54007

Compliance Systems Corporation

 (Exact name of registrant as specified in its charter)

Nevada	20-4292198
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
780 New York Avenue, Suite A, Huntington, New York	11743
(Address of principal executive offices)	(Zip Code)

(386) 409-0200

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ] (Do not check if a smaller reporting company)	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 15, 2013, there are 41,170,345 shares of common stock, $0.001 par value, outstanding.

INDEX PAGE

		PAGE
PART I - FINANCIAL INFORMATION
Item 1	Financial Statements	F-1
	Condensed Consolidated Balance Sheets June 30, 2013 (Unaudited) and December 31, 2012 (Audited)	F-1
	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012	F-2
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2013 and 2012	F-3
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012	F-4
	Notes to Unaudited Condensed Consolidated Financial Statements	F-5
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3	Quantitative and Qualitative Disclosures about Market Risk	8
Item 4	Controls and Procedures	8
PART II - OTHER INFORMATION
Item 1	Legal Proceedings	9
Item 1A	Risk Factors	9
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3	Defaults upon Senior Securities	9
Item 4	Mine Safety Disclosures	9
Item 5	Other Information	9
Item 6	Exhibits	9
SIGNATURES		10

2

PART I. FINANCIAL INFORMATION

Item 1 - Financial Statements

COMPLIANCE SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
	June 30, 2013 Unaudited			December 31, 2012
ASSETS
Current Assets:
Cash	$	25,238		$	726
Prepaid expenses and other current assets		170,589			104,399
Total Current Assets		195,827			105,125
Deferred loan costs, net		2,833			-
Total Assets	$	198,660		$	105,125
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Short-term and demand notes payable	$	83,139		$	30,000
Accounts payable and accrued expenses		1,343,063			1,181,107
Notes and loans payable - related parties - current portion		526,771			170,350
Total Current Liabilities		1,952,973			1,381,457
Total Liabilities		1,952,973			1,381,457
Commitments and Contingencies
Stockholders’ Deficiency:
Convertible Preferred Stock, $0.001 par value:
Series A: 2,500,000 shares authorized, 2,293,750 shares issued and outstanding		2,294			2,294
Series B: 1,500,000 shares authorized, 1,250,000 shares issued and outstanding		1,250			1,250
Series C: 2,000,000 shares authorized, 1,828,569 shares issued and outstanding		1,829			1,829
Series D: 100,000 shares authorized, 100,000 shares issued and outstanding, respectively		100			100
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 41,170,345 shares issued and outstanding		41,170			41,170
Subscriptions receivable		(131	)		(131	)
Accumulated other comprehensive loss		(786	)		(7,651	)
Accumulated deficit		(1,686,853	)		(1,291,909	)
Corporate Stockholders’ Deficiency		(1,641,127	)		(1,253,048	)
Non-controlling Interest		(113,186	)		(23,284	)
Total Stockholders’ Deficiency		(1,754,313	)		(1,276,332	)
Total Liabilities and Stockholders’ Deficiency	$	198,660		$	105,125

See Accompanying Notes to Condensed Consolidated Financial Statements

F-1

COMPLIANCE SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	Three Months Ended June 30						Six Months Ended June 30,
	2013			2012			2013			2012
Gross Gaming Revenues	$	26,404		$	-		$	26,404		$	-
Promotional Allowances		17,034			-			17,034			-
Net Gaming Revenues		9,370			-			9,370			-
Operating Expenses:
Selling, general and administrative expenses		349,055			124,993			488,664			252,156
Operating Loss		(339,685	)		(124,993	)		(479,294	)		(252,156	)
Interest expense		(2,529	)		(19,966	)		(3,770	)		(39,721	)
Realized foreign exchange gain (loss)		10						(1,782	)		-
Warrant fair value adjustment		-			5,509			-			98
Consolidated Net Loss		(342,204	)		(139,450	)		(484,846	)		(291,779	)
Preferred Dividends		-			39,000			-			78,000
Loss Attributable to Non-controlling Interest		65,591			-			89,902			-
Net Loss Attributable to Common Stockholders	$	(276,613	)	$	(178,450	)	$	(394,944	)	$	(369,779	)
Basic and Diluted Per Share Data:
Net loss	$	(0.01	)	$	(0.63	)	$	(0.01	)	$	(1.31	)
Weighted Average Shares Outstanding -
Basic and Diluted		41,170,345			283,346			41,170,345			283,346

See Notes to Condensed Consolidated Financial Statements

F-2

COMPLIANCE SYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Consolidated Net Loss	$	(342,204	)	$	(139,450	)	$	(484,846	)	$	(291,779	)
Other Comprehensive Income (loss), net of tax:
Foreign currency translation adjustment		(4,582	)		-			6,865			-
Comprehensive Loss		(346,786	)		(139,450	)		(477,981	)		(291,779	)
Comprehensive loss attributable to non-controlling interest		66,966			-			87,842			-
Comprehensive loss attributable to common shareholders	$	(279,820	)	$	(139,450	)	$	(390,139	)	$	(291,779	)

See Accompanying Notes to Condensed Consolidated Financial Statements

F-3

COMPLIANCE SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	Six Months Ended June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated Net loss	$	(484,846	)	$	(291,779	)
Adjustments to reconcile consolidated net loss to net cash used in operating activities:
Interest/penalty accrued and not paid or imputed		3,543			39,000
Amortization of deferred loan costs		167			-
Stock-based compensation		71,112			721
Warrant fair value adjustment		-			(98	)
Changes in assets and liabilities:
Prepaid expenses and other current assets		22,698			-
Accounts payable and accrued expenses		1,956			74,592
Accrued officers’ compensation		-			120,000
Total adjustments		99,476			234,215
Net Cash Used in Operating Activities		(385,370	)		(57,564	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term note payable		53,000			-
Payment of loan costs related to short term loan		(3,000	)		-
Proceeds from loans payable - related party		353,017			57,314
Net Cash Provided By Financing Activities		403,017			57,314
Effect of foreign exchange fluctuations on cash		6,865			-
NET INCREASE (DECREASE) IN CASH		24,512			(250	)
Cash - Beginning of Period		726			529
CASH - End of Period	$	25,238		$	279
SUPPLEMENTAL INFORMATION:
Cash Paid During the Period for:
Interest	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Preferred dividends declared and accrued, but not paid	$	-		$	78,000
Value of common stock to be issued for services	$	160,000		$	-

See Notes to Condensed Consolidated Financial Statements

F-4

COMPLIANCE SYSTEMS CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

 June 30, 2013

1. Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Compliance Systems Corporation and Subsidiaries (the “Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on April 16, 2012.

On July 19, 2012, the Company’s Board of Directors adopted and the Company’s shareholders approved a reverse stock split of its outstanding common stock at a ratio of 1-for-994.488567392 shares. The reverse stock split was effective on October 3, 2012. All shares and results are reflected on a post-split basis.

2. Acquisition

On June 7, 2012, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with RDRD II Holding LLC, a Delaware limited liability company (“RDRD”). The Exchange Agreement was amended on October 29, 2012. The Exchange Agreement contemplated the acquisition of RDRD’s 70% equity ownership interest (the “Seaniemac Equity Interest”) in Seaniemac Limited (“Seaniemac”), an Ireland corporation. Seaniemac is in the business of operating a sports gaming website. The Exchange Agreement further contemplated that, in exchange for the Seaniemac Equity Interest, the Company would issue to RDRD an amount of shares of its common stock (the “RDRD Exchange Shares”) which, following such issuance, would equal approximately 71% of the Company’s then outstanding shares of Common Stock (on a fully diluted basis), after taking into account the 10 million post-split shares the Company was ordered by a court in Florida to issue to certain of its creditors in exchange for $500,000 of debt owed to such creditors (the “RDRD Percentage”).

On October 30, 2012, the acquisition was consummated (the “Closing”). In addition, immediately following the Closing, the Company issued 10,000,000 post-split shares of its common stock in accordance with a court order, in exchange for the cancellation of $500,000 of our debt (“Debt Exchange Shares”). As a result of the acquisition and the issuance of our Debt Exchange Shares, RDRD holds approximately 71% of the Company’s common stock.

Prior to the acquisition, the Company was a shell company with no business operations. As a result of the acquisition, the Company is no longer considered a shell company. Its business and operations are now those of Seaniemac. Unless specifically set forth to the contrary, when used in this report the terms “we”, “our”, the “Company” and similar terms refer to Compliance Systems Corporation, a Nevada corporation and its 70% owned subsidiary Seaniemac Limited, an Ireland corporation.

Seaniemac, is an Irish company that was incorporated on December 11, 2011. Its corporate charter authorizes 100,000 shares of one class of stock. Seaniemac has issued 100 of those shares, 70 of which we acquired from RDRD in the acquisition. Seaniemac began generating revenue during the three month period ended June 30, 20132013 from its on-line gaming website that operates in the Irish market.

3. Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations since its inception. At June 30, 2013, the Company had working capital and stockholders’ deficiencies of $1,757,146 and $1,754,313, respectively.

Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. The Company recently launched its on-line gaming website that targets the Irish market which began to generate revenues during the three month period ended June 30, 2013. The Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. The outcome of this uncertainty cannot be assured.

The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-5

COMPLIANCE SYSTEMS CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

 June 30, 2013

4. Significant Accounting Policies Applicable to Interim Financial Statements

A. Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its 70 percent owned subsidiary, Seaniemac. All inter-company balances and transactions have been eliminated in consolidation.

B. Subsequent Events

Management has evaluated subsequent events through the date of this filing.

C. Foreign Currency

The assets and liabilities of Seaniemac, whose functional currency is the Euro, are translated into US dollars at period-end exchange rates prior to consolidation. Income and expense items are translated at the average rates of exchange prevailing during the period. The adjustments resulting from translating the Company’s financial statements are reflected as a component of other comprehensive (loss) income. Foreign currency transaction gains and losses are recognized in net earnings based on differences between foreign exchange rates on the transaction date and settlement date.

D. Revenue Recognition

Gross gaming revenue is the gross gaming yield which is the difference between gaming wins and losses and includes promotional betting (“Free Bets”). Free Bets are included in promotional allowances and are deducted from gross gaming revenue. All other costs are included in selling, general and administrative expenses.

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

	(Unaudited)
	June 30, 2013		December 31, 2012
Cost of commercial production	$	-	$	18,501
Cost of website development and hosting		81,022		85,898
Prepaid consulting services		88,888		-
Miscellaneous receivables		679		-
Total	$	170,589	$	104,399

Costs incurred to produce a commercial to market Seaniemac’s website were expensed when the website became operational and the commercial aired in May 2013. The prepaid costs related to website development and hosting are the upfront charges for set up, delivery and hosting beginning in May 2013. On April 10, 2013, the Company entered into a consulting agreement with Mirador Consulting LLC (“Mirador”) to provide certain financial related consulting services. The Company agreed to issue to Mirador 1,000,000 shares of the Company’s unregistered common stock valued at $160,000. These costs are being expensed on a straight line basis over the initial six month term of the agreement.

6. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	(Unaudited)
	June 30, 2013		December 31, 2012
Accounts payable	$	1,083,610	$	1,081,654
Accrued expenses and other current liabilities		259,453		99,453
Total	$	1,343,063	$	1,181,107

Accounts payable includes $28,063 owed to Barry M. Brookstein (“Brookstein”) at June 30, 2013 and December 31, 2012. Brookstein is the Company’s chief executive officer and chief financial officer. Accounts payable also includes consulting fees of $220,723 and $172,468 at June 30, 2013 and December 31, 2012, respectively, payable to Seaniemac’s non-controlling shareholders.

F-6

COMPLIANCE SYSTEMS CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

 June 30, 2013

7. Short-Term and Demand Notes Payable

Short-term and demand notes payable consist of the following:

	(Unaudited)
	June 30, 2013		December 31, 2012
John Koehler	$	30,000	$	30,000
Asher Enterprises Inc.		53,139		-
Total	$	83,139	$	30,000

On October 1, 2003, the predecessor to Execuserve issued a $150,000 non-interest bearing promissory note to Koehler, an investor in the predecessor. The note was amended on October 25, 2004. Upon the acquisition of Execuserve by the Company, Koehler was owed $37,000. Although the Company agreed to pay the balance in monthly installments of $1,000, the Company is in default as it has not made a payment since September 2010. The balance due to Koehler at both June 30, 2013 and December 31, 2012 totaled $30,000.

On June 18, 2013, the Company issued a $53,000 convertible promissory note to Asher Enterprises, Inc. (“Asher”). The note bears interest at 8% per annum and matures on March 20, 2014. Interest is payable upon the note’s maturity. Asher may at its option convert the note into shares of the Company’s common stock after 180 days of the date the note is signed through its maturity date. The conversion price is the greater of (i) the fixed conversion price of $0.00005 per share and (ii) variable conversion price. The variable conversion price is 58% of the average of the lowest three closing bid prices for the common stock during the 10 day trading days prior to the date of conversion. Accrued interest as of June 30, 2013 is $139. The Company incurred $3,000 in loan costs in connection with the promissory note. These costs were capitalized and are being amortized on a straight line basis over the term of the loan. Amortization of $167 was recorded in the three and six month periods ended June 30, 2013.

8. Notes and Loans Payable – Related Parties

Notes and loans payable consist of the following:

	(Unaudited)
	June 30, 2013		December 31, 2012
Loans payable - Brookstein (A)	$	14,202	$	14,202
Loans payable - RDRD (B)		512,569		156,148
Total notes and loans payable	$	526,771	$	170,350

A. Loans Payable - Brookstein

At various times, Brookstein loaned the Company monies for working capital purposes. The loans do not bear interest and are due on demand. At June 30, 2013 and December 31, 2012, loans payable to Brookstein totaled $14,202.

B. Loans Payable - RDRD

During the six months ended June 30, 2013, RDRD loaned the Company monies for working capital purposes. The loans to Compliance Systems Corporation aggregating $195,069 do not bear interest and are due on demand. The loans to Seaniemac aggregating $312,399 bear interest at 4% per annum. At June 30, 2013, loans payable were $507,468 and accrued interest totaled $5,101.

We have specified the following person and entity as related parties with ending balances as of June 30, 2013 and December 31, 2012:

RDRD II Holding LLC, a Delaware limited liability company (“RDRD”), a substantial shareholder of the company.

Barry Brookstein, our Chief Executive Officer and Chief Financial Officer.

F-7

COMPLIANCE SYSTEMS CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

 June 30, 2013

9. Commitments

A. Marketing Agreements

On March 13, 2012, Seaniemac entered into a marketing agreement with Jennigsbet Ltd (“JB”), an Isle of Man company. JB was to be responsible for developing and operating the Company’s gaming site. The Company was charged an initial set-up fee of GBP 35,000 that covered the first year of operations. Seaniemac paid a 50% up front deposit that was originally recorded as prepaid expense. Seaniemac determined that Boylesports Group (“Boylesports”), another third party white-label online gaming website provider, had a more robust website with a greater level of functionality and customer support. Accordingly, the Jenningsbet agreement was terminated. The GBP 17,500 (USD 22,502) prepaid by Seaniemac was expensed in 2013.

On January 13, 2013, Seaniemac entered into a three year White Label Services Agreement with Boyslesports. Boylesports will be paid 65,000 Euros to set up, deliver and host the branded website. In addition, Boylesports will receive a portion of the gross gaming revenue (GGR) generated from the seanimac.com website. GGR is gross turnover, minus gross win, leaving gross gaming yield and subtracting from that amount tax and any payments to software providers. Seaniemac is entitled to 70% of GGR up to 50,000 Euros, 75% of GGR from 50,000 Euros to 250,000 Euros, 80% of GGR from 250,000 Euros to 1,000,000 Euros, and 85% of GGR in excess of 1,000,000 Euros. Minimum guaranteed payments to Boylesports during the first year of the agreement of 7,500 Euros during months four through six, 10,000 Euros during months seven through twelve and 15,000 Euros in years two and three.

B. Consulting Agreements

On April 10, 2013, the Company entered into a Consulting Agreement with Mirador for an initial six month term that may be renewed for successive six month terms. Mirador will use its best effort to locate and identify private and/or public companies for potential merger with or acquisition by the Company in addition to providing shareholder and public relation services. In exchange for these services, the Company agreed to issue Mirador one million shares of Company unregistered common stock valued at $160,000 or $0.16 per share on the date of the agreement. This amount is included in prepaid expenses and is being amortized over the six month term of the agreement.

10. Income Taxes

The Company did not accrue income taxes for the six months ending June, 2013 and 2012 as the Company incurred taxable losses. During the current and prior periods, the company did not record an income tax benefit for net deferred tax assets generated due to the uncertainty of their realization.

Net operating losses (“NOLs”) may be utilized under certain conditions as a deduction against future income to offset against future taxes. Internal Revenue Code (“IRC”) Section 382 and the regulations promulgated under IRC Section 382 limit the utilization of NOLs due to ownership changes. Since there was a change of control in October 2012, utilization of the Company’s NOLs will be subject to severe limitations in future periods, which has an effect of eliminating the future tax benefits of the NOLs. Accordingly, the Company has provided a valuation allowance against the total of the net deferred assets due to the uncertainty of future realization.

11. Capital Stock Transactions

On April 10, 2013, the Company agreed to issue 1,000,000 shares of its unregistered common stock to Mirador valued at $0.16 per share.

12. Subsequent Events

The Company’s Board of Directors approved a change of its name to Seaniemac International, Ltd. effective on August 16, 2013. The Board approved the name change in connection with the Company’s current business focus in the development of its on-line gaming website Seaniemac.com.

The name change was effected through the merger of the Company with its wholly-owned subsidiary in which the Company was the surviving entity. In accordance with the Nevada Revised Statutes, Company changed its name at the effective August 16, 2013. This action was approved by the company’s Board of Directors on June 16, 2013 and no consent of Company’s stockholders was required under Nevada law.

F-8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

This report contains 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 (the “Exchange Act”). The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. A list of factors that could cause our actual results of operations and financial condition to differ materially is set forth below, and these factors are discussed in greater detail under the “Risk Factors” section of our Annual Report on Form 10-K as filed with the SEC on April 16, 2013:

● Our limited operating history, ability to achieve profitability and history of losses.

● Our ability to respond to changes in consumer preferences, the decline in the popularity of our proposed website and competition.

● Our dependence on a limited number of personnel and third parties who develop, operate and maintain our online gambling platform.

● Changes in government laws.

● Economic conditions, particularly in Ireland and the UK, that have an adverse effect on the gaming industry.

● Our need for significant additional capital to fund our business plan.

● The ability of our stockholders to sell their common stock may be limited because we are listed on the OTCQB Tier of the OTC Markets and do not meet the criteria to list our securities on an exchange such as The NASDAQ Stock Market.

● The affects on our stock price as a result of sales of our common stock by existing shareholders pursuant to Rule 144.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Our History

We were incorporated in Nevada on November 17, 2003 under the name GSA Publications, Inc. In conjunction with a reorganization in February 2006, we changed our name to our current name, Compliance Systems Corporation.

In February 2010, we merged with Execuserve pursuant to which we entered the business then operated by Execuserve. The business of Execuserve provided organizations, who are hiring employees, with tests and other evaluation tools and services to assess and compare job candidates.

From May 2008 through July 2010, we raised capital through the sale to Agile Opportunity Fund, LLC of secured convertible debentures. Subsequent thereto, we breached certain on the terms of such debentures in December 2010 and transferred to Agile all of our operating assets in exchange for a release of our obligations under the debentures and other obligations owed to Agile. At that time, we became a non-operating shell company and began seeking to acquire or merge with an operating entity.

3

On September 11, 2012, we filed with the SEC a definitive Information Statement on Schedule 14C in which we reported that our Board of Directors and the requisite number of our stockholders have authorized a 1 for 994.488567392 reverse split (the “Reverse Split”) of our common stock and a corresponding amendment to our Articles of Incorporation. The Reverse Split was necessary in order to effectuate the Acquisition as contemplated in the Exchange Agreement. In accordance with the definitive Information Statement, we filed an amendment to our Articles of Incorporation and the reverse split was declared effective on October 3, 2012. The effect of the Reverse Split is to decrease the number of our shares of Common Stock issued and outstanding from 1,441,770,097 pre-Reverse Split shares to approximately 1,449,760 post-Reverse Split shares.

Seaniemac Acquisition

On October 30, 2012, we acquired a 70% equity ownership interest (the “Seaniemac Equity Interest”) in Seaniemac Limited, an Ireland corporation (“Seaniemac”) from RDRD, an affiliate. Seaniemac is in the business of operating a sports gaming website. In connection with this acquisition, we issue to RDRD 29,719,952 shares of our unregistered common stock which, following such issuance, was approximately 71% of our then outstanding shares of Common Stock.

Our Current Business

In May 2013, Seaniemac launched its gambling website that includes sports betting and casino gaming in Ireland under the brand name Seaniemac.com. The website is focused on Irish horse racing and soccer and online wagering for traditional casino, live casino, poker, bingo and interactive skilled games. We rely on third parties for all of the web operations for our gaming website. Since the launch of our gaming website, we have implemented multiple business development initiatives in Ireland. We have aired nationwide television commercials, implemented Pay-Per-Click web and mobile advertising campaigns, established affiliate relationships with betting blogs and other feeder websites and run traditional print and billboard advertising. We plan to continue to spend marketing dollars on these initiatives in the coming months. As we are in the early stages of our business development, we plan to continually evaluate the returns on our marketing programs. Once we have identified the most effective and lowest “cost per acquisition” programs, we believe we can scale our business rapidly by focusing our efforts on these programs and marketing strategies. We plan to continue to focus our efforts in Ireland and the United Kingdom where we have been developing our brand.

We have launched our online gaming platform (including operational sportsbook), mobile website on our Seaniemac.com website as well as an iOS and Android application. In July, 2013, we added casino games and slots to our online gaming website and an iOS mobile platform and plan to see a contribution from those programs in the third quarter.

Since the launch of our website in May 2013 through June 30, 2013, we have had over 1,000 new accounts opened and have processed over 5,000 bets by our customers.

How We Measure Our Business

With the launch of our gaming website during the quarter ended June 30, 2013, we plan to measure our business with several financial metrics. We will use these metrics to assess the progress of our business, make decisions on where to allocate capital, time and investments and assess the long-term performance of our marketplace. Certain of the financial metrics are reported in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and one of these metrics is considered a non-GAAP financial measure. As our business evolves, we may make changes to our key financial metrics used to measure our business in future periods. For further information and a reconciliation to the most applicable financial measure under U.S. GAAP, refer to our discussion under Non-GAAP Financial Measures in the “Results of Operations” section.

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Certain Key Financial Metrics

● Gross gaming revenues. We believe gross gaming revenue is an important indicator for our business. This amount represents the net gain or loss from online sports betting activities during the period.

● Promotional allowances. Promotional allowances reflects the cost of customer promotions and bonuses, including free bets, used to generate revenues and incurred during the period.

● Amounts staked. Amounts staked is a non-GAAP financial measure that reflects the gross amount of online sportsbook betting activities during the period.

We consider the amounts staked metric to be an important indicator of our growth and business performance as we believe it is representative of the dollar volume of wagers generated through our website. We intend to use amounts staked, along with other GAAP financial measures to allocate resources and evaluate performance internally.

Our Outlook

We plan to continue to grow our business by strategically deploying our marketing resources and expanding the number of new sponsorship programs that will provide nationwide exposure of our brand. Our internal goal is to triple the amount of betting activities in the third quarter of 2013 versus the second quarter of 2013 and to continue that growth in the months ahead. We believe that we can achieve this growth though the continuation of our marketing programs and a meaningful contribution from our affiliates. Also, with our focused branding and advertising campaign we should also benefit from the start of the soccer season in August which runs through the balance of 2013.

Our overhead costs outside of discretionary marketing are expected to remain low due to our utilization of a third party online gaming website provider to develop and operate all aspects of our gaming website. As we grow, the need to hire additional staff to manage website and betting operations will be minimized allowing us to focus on marketing and customer retention. We believe we will achieve sufficient revenue to cover our non-marketing fixed expenses by the end of 2013. Since marketing is a key factor in our growth, we plan to continue to spend available capital on marketing and business development for the foreseeable future and will continue our efforts to raise additional capital to achieve these objectives.

Our Results of Operations

As discussed above, Seaniemac was acquired as of October 30, 2012 and, in accordance with the Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) 805-10, the transaction is being accounted for as an asset acquisition. The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.

The results discussed below are for the three and six months ended June 30, 2013 and 2012. For comparative purposes, we are comparing the three and six months ended June 30, 2013 to the three and six months ended June 30, 2012. 

Gross Gaming Revenue

-

Gross Gaming Revenue during the three month and six month periods ended June 30, 2013 increased $26,404 compared to the same periods in 2012 as a result of revenues from our on-line gaming website that began to operate in May 2013. During the three months ended June 30, 2013, Amounts Staked, a non-GAAP financial measure, was approximately $219,000 and gross gaming revenue as a percentage of amounts staked was 12%. There are no comparable amounts for these items in same period in 2012 as we launched our on-line gaming website in May 2013.

Promotional Allowances

Promotional Allowances totaled $17,034 during the three month and six month periods ended June 30, 2013 and were the result of customer promotions and bonuses, including free bets for customers, used to generate revenues from our on-line gaming website that began to operate in May 2013. Promotional Allowances as a percentage of gross gaming revenue was 64.5% during the three month and six month periods ended June 30, 2013. As we began to operate our website in May 2013, the promotional allowance in the same periods in 2012 were $0.

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Operating Expenses

Operating expenses during the three month period ended June 30, 2013 increased $224,062 or 179.3% compared to the same period of fiscal 2012. Operating expenses during the six month period ended June 30, 2013 increased $236,508 or 93.8% compared to the same period of fiscal 2012. These expenses are primarily attributable to Seaniemac’s start-up operations, our acquisition of Seaniemac, advertising and our increased legal and administrative expenses and costs of compliance with U.S. Federal securities laws.

Loss from Continuing Operations

Our loss from continuing operations during the three month period ended June 30, 2013 increased $214,692 or 171.7% compared to the same period of fiscal 2012 and during the six months ended June 30, 2013 increased $227,138 or 90.1% compared to the same period of fiscal 2012. The increases are primarily attributable to increases in our operating expenses, partially offset by an increase in net gaming revenues discussed above.

Non-GAAP Financial Measures

In addition to financial results reported in accordance with U.S. GAAP, we have provided the following non-GAAP financial measures: amounts staked. This non-GAAP financial measure is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. However, this measure is not intended to be a substitute for those reported in accordance with U.S. GAAP. This measure may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures.

Amounts staked. Amounts staked is a non-GAAP financial measure that reflects the gross amount of online sportsbook betting activities during the period. We consider amounts staked to be an important measure for management to evaluate the performance of our business as it includes the gross amount of online sportsbook betting activities. Furthermore, we believe it is important to view gross revenues as a percentage of amounts staked to supplement our entire consolidated statements of operations. When evaluating our performance, you should consider gross revenues as a percentage of amounts staked as a supplement to other financial performance measures, including net loss and our other U.S. GAAP results.

Liquidity and Capital Resources

Liquidity is a measure of a company’s ability to meet potential cash requirements. We had current assets at June 30, 2013 of $195,827, including cash of $25,238 and prepaid expenses and other current assets of $170,589. We are reliant upon shareholder loans to fund operations and to a lesser extent on revenues from our operations. We have not yet recognized positive operating cash flow. As a result, our current cash position is not sufficient to fund our cash requirements during the next twelve months, including operations and capital expenditures.

Net cash used in operating activities was ($385,370) during the six months ended June 30, 2013 compared to ($57,564) in the same period in 2012. The increase in cash used in operating activities is primarily attributable to an increase in our net loss and partially offset by a reduction in accrued officers’s compensation.

Net cash provided by financing activities during the six months ended June 30, 2013 was $403,017 compared to $57,314 in the same period in 2012. The increase was primarily as a result of loans we received from RDRD and a third party to fund our working capital needs.

In order to launch and operate the Seaniemac website as discussed in this report, we estimated it would require working capital of approximately $600,000. RDRD, a related party, has lent us approximately $512,569 as of June 30, 2013 in order to fund our working capital requirements. While RDRD may continue to lend us funds for our working capital needs, we have not entered into any agreements with RDRD for any future loans. In the event we are unable to borrow funds needed for our business, or we are unable to repay our current obligations when due, we will have to seek additional financing, and no assurances can be given that such financing would be available on a timely basis, on terms that are acceptable or at all. Failure to obtain such additional financing could result in delay or indefinite postponement of our operations which represent our sole business which would materially adversely affect our business, results of operations and financial condition and threaten our financial viability.

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our continued losses and negative operating cash flows raise substantial doubt about our ability to continue as a going concern.

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Our primary need for cash during the next twelve months is to fund our operating costs. At June 30, 2013, we had continued losses from operations since inception, and had both stockholders’ and working capital deficiencies of $1,754,313 and $1,757,146, respectively. We believe we will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain our operations until we can achieve profitability and positive cash flows, if ever. Seaniemac’s on-line gaming website that is targeted towards the Irish market began operations in May 2013 and has only had minimal revenues since its launch. Based on these factors, our auditors included a “going concern” qualification in their auditors’ report for the year ended June 30, 2013. Such “going concern” qualification may make it more difficult for us to raise funds when needed. The current economic environment is impacting our ability to obtain any needed financing. No assurance can be given that financing will be available when needed or, if available, such financing will be on terms beneficial to us.

Related Party Transactions

We have specified the following person and entity as related parties with ending balances as of June 30, 2013 and December 31, 2012:

RDRD II Holding LLC, a Delaware limited liability company (“RDRD”), a substantial shareholder of the company.

Barry Brookstein, our Chief Executive Officer and Chief Financial Officer.

At June 30, 2013 and December 31, 2012, we had outstanding net advances and loans from related parties of $526,771 and $170,350, respectively.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

Critical Accounting Policies

Our consolidated financial statements and related public information are based on the application of generally accepted accounting principles in the United States (“GAAP”). Our significant accounting policies are summarized in Note 2 to our annual consolidated financial statements. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements. Our critical accounting policies are discussed below.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Stock Based Compensation Arrangements

We have accounted for stock-based compensation arrangements in accordance with guidance provided by the Financial Accounting Standards Board Accounting Standards Codification (“ASC”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations.

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From time to time, our shares of common stock and warrants have been issued as payment to employees and non-employees for services. These are non-cash transactions that require management to make judgments related to the fair value of the shares issued, which affects the amounts reported in our consolidated financial statements for certain of its assets and expenses.

Income Taxes

We have accounted for income taxes under the provisions of Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) 740 “Income Tax”. ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

We have adopted the provisions of FASB ASC 740-10-05 “Accounting for Uncertainty in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

This item is not applicable to smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, who is also our Chief Financial Officer, CFO, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2013. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of June 30, 2013.

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls 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. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Control

There were no changes identified in connection with our internal control over financial reporting during the six months ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II
OTHER INFORMATION

Item 1. Legal Proceedings.

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us that may materially affect us.

Item 1A. Risk Factors.

Not applicable to smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On June 18, 2013, the Company issued a $53,000 convertible promissory note to Asher Enterprises, Inc. (“Asher”). The note bears interest at 8% per annum and matures on March 20, 2014. Interest is payable upon the note’s maturity. Asher may at its option convert the note into shares of the Company’s common stock after 180 days of the date the note is signed through its maturity date. The conversion price is the greater of (i) the fixed conversion price of $0.00005 per share and (ii) variable conversion price. The variable conversion price is 58% of the average of the lowest three closing bid prices for the common stock during the 10 day trading days prior to the date of conversion. The issuance of such shares was exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof.

Pursuant to the terms of a Consulting Agreement with Mirador Consulting, LLC (“Mirador”) the Company, on or about June 24, 2013, has issued to Mirador one million (1,000,000) shares of its unregistered, restricted shares of common stock in exchange for certain financial related consulting services. The issuance of such shares was exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

The following exhibits are being filed as part of this Quarterly Report on Form 10-Q.

Exhibit Number	Description
31.1*	Rule 13a-14(a)/15d-14(a) Certification of Barry M. Brookstein.
32.1*	Section 1350 Certification of Barry M. Brookstein.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation
101.DEF**	XBRL Taxonomy Extension Definition
101.LAB**	XBRL Taxonomy Extension Labels
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase

*	Filed Herewith
**	XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

9

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 16, 2013	Compliance Systems Corporation.
	By:	/s/ Barry M. Brookstein
		Barry M. Brookstein, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER

I, Barry M. Brookstein, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 of Compliance Systems Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 16, 2013

/s/ Barry M. Brookstein

Barry M. Brookstein

Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Section 1350 Certification

In connection with the Quarterly Report on Form 10-Q of Compliance Systems Corporation (the “Company”) for the quarterly period ended June 30, 2013 as filed with the Securities and Exchange Commission (the “Report”), I, Barry M. Brookstein, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 16, 2013	/s/ Barry M. Brookstein
	Barry M. Brookstein
	Chief Executive Officer and Chief Financial Officer

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

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Capital Stock Transactions

6 Months Ended

Jun. 30, 2013

Equity [Abstract]

Capital Stock Transactions

11. Capital Stock Transactions

On April 10, 2013, the Company agreed to issue 1,000,000 shares of its unregistered common stock to Mirador valued at $0.16 per share. 

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Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Statement [Abstract]
Gross Gaming Revenues	$ 26,404		$ 26,404
Promotional Allowances	17,034		17,034
Net Gaming Revenues	9,370		9,370
Operating Expenses:
Selling, general and administrative expenses	349,055	124,993	488,664	252,156
Operating Loss	(339,685)	(124,993)	(479,294)	(252,156)
Interest expense	(2,529)	(19,966)	(3,770)	(39,721)
Realized foreign exchange gain (loss)	10		(1,782)
Warrant fair value adjustment		5,509		98
Consolidated Net Loss	(342,204)	(139,450)	(484,846)	(291,779)
Preferred Dividends		39,000		78,000
Loss Attributable to Non-controlling Interest	65,591		89,902
Net Loss Attributable to Common Shareholders	$ (276,613)	$ (178,450)	$ (394,944)	$ (369,779)
Basic and Diluted Per Share Data:
Net loss	$ (0.01)	$ (0.63)	$ (0.01)	$ (1.31)
Weighted Average Shares Outstanding -
Basic and Diluted	41,170,345	283,346	41,170,345	283,346

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Significant Accounting Policies Applicable to Interim Financial Statements

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Significant Accounting Policies Applicable to Interim Financial Statements

4. Significant Accounting Policies Applicable to Interim Financial Statements

A. Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its 70 percent owned subsidiary, Seaniemac. All inter-company balances and transactions have been eliminated in consolidation.

B. Subsequent Events

Management has evaluated subsequent events through the date of this filing.

C. Foreign Currency

The assets and liabilities of Seaniemac, whose functional currency is the Euro, are translated into US dollars at period-end exchange rates prior to consolidation. Income and expense items are translated at the average rates of exchange prevailing during the period. The adjustments resulting from translating the Company’s financial statements are reflected as a component of other comprehensive (loss) income. Foreign currency transaction gains and losses are recognized in net earnings based on differences between foreign exchange rates on the transaction date and settlement date.

D. Revenue Recognition

Gross gaming revenue is the gross gaming yield which is the difference between gaming wins and losses and includes promotional betting (“Free Bets”). Free Bets are included in promotional allowances and are deducted from gross gaming revenue. All other costs are included in selling, general and administrative expenses.

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Basis of Presentation (Details Narrative)	0 Months Ended
	Jul. 19, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reverse stock split ratio	1-for-994.488567392 shares

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Subsequent Events

6 Months Ended

Jun. 30, 2013

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent Events

The Company’s Board of Directors approved a change of its name to Seaniemac International, Ltd. effective on August 16, 2013. The Board approved the name change in connection with the Company’s current business focus in the development of its on-line gaming website Seaniemac.com.

The name change was effected through the merger of the Company with its wholly-owned subsidiary in which the Company was the surviving entity. In accordance with the Nevada Revised Statutes, Company changed its name at the effective August 16, 2013. This action was approved by the company’s Board of Directors on June 16, 2013 and no consent of Company’s stockholders was required under Nevada law.

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Significant Accounting Policies Applicable to Interim Financial Statements (Details Narrative)	Jun. 30, 2013
Accounting Policies [Abstract]
Percentage of equity interest in subsidiary	70.00%

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Liquidity and Going Concern (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Liquidity And Going Concern
Working capital	$ 1,757,146
Stockholders’ deficiencies	$ 1,754,313	$ 1,276,332

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Notes and Loans Payable - Schedule of Notes and Loans Payable (Details) (USD $)	Jun. 30, 2013		Dec. 31, 2012
Total notes and loans payable	$ 526,771		$ 170,350
Loans payable - Brookstein [Member]
Total notes and loans payable	14,202	[1]	14,202	[1]
Loans Payable - RDRD [Member]
Total notes and loans payable	$ 512,569	[2]	$ 156,148

[1] A. Loans Payable - Brookstein At various times, Brookstein loaned the Company monies for working capital purposes. The loans do not bear interest and are due on demand. At June 30, 2013 and December 31, 2012, loans payable to Brookstein totaled $14,202.

[2] B. Loans Payable - RDRD During the six months ended June 30, 2013, RDRD loaned the Company monies for working capital purposes. The loans to Compliance Systems Corporation aggregating $195,069 do not bear interest and are due on demand. The loans to Seaniemac aggregating $312,399 bear interest at 4% per annum. At June 30, 2013, loans payable were $507,468 and accrued interest totaled $5,101.

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Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Accounts Payable and Accrued Liabilities, Current [Abstract]
Accounts payable	$ 1,083,610	$ 1,081,654
Accrued expenses and other current liabilities	259,453	99,453
Total	$ 1,343,063	$ 1,181,107

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Acquisition (Details Narrative) (USD $)					0 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Seaniemac Limited [Member]	Dec. 11, 2011 Seaniemac Limited [Member]	Oct. 30, 2012 RDRD II Holding LLC [Member]	Jun. 07, 2012 RDRD II Holding LLC [Member]
Acquisition of equity ownership interest			70.00%			70.00%
Common stock acquisition percentage	70.00%					71.00%
Common stock issued for debt, shares					10,000,000
Common stock issued for debt					$ 500,000
Shares authorized by Seanimac's charter	2,000,000,000	2,000,000,000		100,000
Shares issued by Seanimac	41,170,345	41,170,345		100
Common stock acquired				70

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated Net loss	$ (484,846)	$ (291,779)
Adjustments to reconcile consolidated net loss to net cash used in operating activities:
Interest/penalty accrued and not paid or imputed	3,543	39,000
Amortization of deferred loan costs	167
Stock-based compensation	71,112	721
Warrant fair value adjustment		(98)
Changes in assets and liabilities:
Prepaid expenses and other current assets	22,698
Accounts payable and accrued expenses	1,956	74,592
Accrued officers' compensation		120,000
Total adjustments	99,476	234,215
Net Cash Used in Operating Activities	(385,370)	(57,564)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term note payable	53,000
Payment of loan costs related to short term loan	(3,000)
Proceeds from loans payable-related party	353,017	57,314
Net Cash Provided By Financing Activities	403,017	57,314
Effect of foreign exchange fluctuations on cash	6,865
NET INCREASE (DECREASE) IN CASH	24,512	(250)
Cash - Beginning of Period	726	529
CASH - End of Period	25,238	279
Cash Paid During the Period for:
Interest
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Preferred dividends declared and accrued, but not paid		78,000
Value of common stock to be issued for services	$ 160,000

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Acquisition

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Acquisition

2. Acquisition

On June 7, 2012, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with RDRD II Holding LLC, a Delaware limited liability company (“RDRD”). The Exchange Agreement was amended on October 29, 2012. The Exchange Agreement contemplated the acquisition of RDRD’s 70% equity ownership interest (the “Seaniemac Equity Interest”) in Seaniemac Limited (“Seaniemac”), an Ireland corporation. Seaniemac is in the business of operating a sports gaming website. The Exchange Agreement further contemplated that, in exchange for the Seaniemac Equity Interest, the Company would issue to RDRD an amount of shares of its common stock (the “RDRD Exchange Shares”) which, following such issuance, would equal approximately 71% of the Company’s then outstanding shares of Common Stock (on a fully diluted basis), after taking into account the 10 million post-split shares the Company was ordered by a court in Florida to issue to certain of its creditors in exchange for $500,000 of debt owed to such creditors (the “RDRD Percentage”).

On October 30, 2012, the acquisition was consummated (the “Closing”). In addition, immediately following the Closing, the Company issued 10,000,000 post-split shares of its common stock in accordance with a court order, in exchange for the cancellation of $500,000 of our debt (“Debt Exchange Shares”). As a result of the acquisition and the issuance of our Debt Exchange Shares, RDRD holds approximately 71% of the Company’s common stock.

Prior to the acquisition, the Company was a shell company with no business operations. As a result of the acquisition, the Company is no longer considered a shell company. Its business and operations are now those of Seaniemac. Unless specifically set forth to the contrary, when used in this report the terms “we”, “our”, the “Company” and similar terms refer to Compliance Systems Corporation, a Nevada corporation and its 70% owned subsidiary Seaniemac Limited, an Ireland corporation.

Seaniemac, is an Irish company that was incorporated on December 11, 2011. Its corporate charter authorizes 100,000 shares of one class of stock. Seaniemac has issued 100 of those shares, 70 of which we acquired from RDRD in the acquisition. Seaniemac began generating revenue during the three month period ended June 30, 20132013 from its on-line gaming website that operates in the Irish market.

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Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2013

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

	(Unaudited)
	June 30, 2013		December 31, 2012
Cost of commercial production	$	-	$	18,501
Cost of website development and hosting		81,022		85,898
Prepaid consulting services		88,888		-
Miscellaneous receivables		679		-
Total	$	170,589	$	104,399

Costs incurred to produce a commercial to market Seaniemac’s website were expensed when the website became operational and the commercial aired in May 2013. The prepaid costs related to website development and hosting are the upfront charges for set up, delivery and hosting beginning in May 2013. On April 10, 2013, the Company entered into a consulting agreement with Mirador Consulting LLC (“Mirador”) to provide certain financial related consulting services. The Company agreed to issue to Mirador 1,000,000 shares of the Company’s unregistered common stock valued at $160,000. These costs are being expensed on a straight line basis over the initial six month term of the agreement.

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Liquidity and Going Concern

6 Months Ended

Jun. 30, 2013

Liquidity And Going Concern

Liquidity and Going Concern

3. Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations since its inception. At June 30, 2013, the Company had working capital and stockholders’ deficiencies of $1,757,146 and $1,754,313, respectively.

Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. The Company recently launched its on-line gaming website that targets the Irish market which began to generate revenues during the three month period ended June 30, 2013. The Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. The outcome of this uncertainty cannot be assured.

The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Prepaid Expenses and Other Current Assets (Details Narrative) (USD $)	0 Months Ended
	Apr. 10, 2013
Prepaid Expense and Other Assets, Current [Abstract]
Common stock issued for consulting service, shares	1,000,000
Common stock issued for consulting service	$ 160,000

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Short-Term and Demand Notes Payable (Details Narrative) (USD $)	3 Months Ended	6 Months Ended	0 Months Ended
	Jun. 30, 2013	Jun. 30, 2013	Jun. 18, 2013 Asher Enterprises Inc. [Member]	Dec. 31, 2012 John Koehler [Member]	Jun. 30, 2013 John Koehler [Member]	Oct. 01, 2003 John Koehler [Member]
Promissory note payable issued						$ 150,000
Convertible promissory note payable			53,000
Principal amount of debt outstanding				30,000	30,000	37,000
Balance debt owed being paid in monthly installments				1,000
Interest rate			8.00%
Convertible promissory maturity date			Mar. 20, 2014
Convertible note, conversion price per share			$ 0.00005
Debt conversion variable rate percentage			58.00%
Accrued interest	139	139
Payment of loan cost		3,000
Amortization of loan	$ 167	$ 167

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Capital Stock Transactions (Details Narrative) (USD $)	0 Months Ended
	Apr. 10, 2013
Equity [Abstract]
Common stock issued for consulting service	$ 160,000
Common stock issued for consulting service per share value	$ 0.16

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorised	2,000,000,000	2,000,000,000
Common stock, shares issued	41,170,345	41,170,345
Common stock, shares outstanding	41,170,345	41,170,345
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,500,000	2,500,000
Preferred stock, shares issued	2,293,750	2,293,750
Preferred stock, shares outstanding	2,293,750	2,293,750
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,500,000	1,500,000
Preferred stock, shares issued	1,250,000	1,250,000
Preferred stock, shares outstanding	1,250,000	1,250,000
Series C Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	1,828,569	1,828,569
Preferred stock, shares outstanding	1,828,569	1,828,569
Series D Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	100,000	100,000
Preferred stock, shares outstanding	100,000	100,000

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Notes and Loans Payable - Related Parties

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Notes and Loans Payable - Related Parties

8. Notes and Loans Payable – Related Parties

Notes and loans payable consist of the following:

	(Unaudited)
	June 30, 2013		December 31, 2012
Loans payable - Brookstein (A)	$	14,202	$	14,202
Loans payable - RDRD (B)		512,569		156,148
Total notes and loans payable	$	526,771	$	170,350

A. Loans Payable - Brookstein

At various times, Brookstein loaned the Company monies for working capital purposes. The loans do not bear interest and are due on demand. At June 30, 2013 and December 31, 2012, loans payable to Brookstein totaled $14,202.

B. Loans Payable - RDRD

During the six months ended June 30, 2013, RDRD loaned the Company monies for working capital purposes. The loans to Compliance Systems Corporation aggregating $195,069 do not bear interest and are due on demand. The loans to Seaniemac aggregating $312,399 bear interest at 4% per annum. At June 30, 2013, loans payable were $507,468 and accrued interest totaled $5,101.

We have specified the following person and entity as related parties with ending balances as of June 30, 2013 and December 31, 2012:

RDRD II Holding LLC, a Delaware limited liability company (“RDRD”), a substantial shareholder of the company.

Barry Brookstein, our Chief Executive Officer and Chief Financial Officer.

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Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Statement [Abstract]
Consolidated Net Loss	$ (342,204)	$ (139,450)	$ (484,846)	$ (291,779)
Other Comprehensive Income, net of tax:
Foreign currency translation adjustment	(4,582)		6,865
Comprehensive Income	(346,786)	(139,450)	(477,981)	(291,779)
Comprehensive Income attributable to noncontrolling interest	66,966		87,842
Comprehensive Income attributable to common shareholders	$ (279,820)	$ (139,450)	$ (390,139)	$ (291,779)

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Condensed Consolidated Balance Sheets (USD $)	Jun. 30, 2013	Dec. 31, 2012
Current Assets:
Cash	$ 25,238	$ 726
Prepaid expenses and other current assets	170,589	104,399
Total Current Assets	195,827	105,125
Deferred loan costs, net	2,833
Total Assets	198,660	105,125
Current Liabilities:
Short-term and demand notes payable	83,139	30,000
Accounts payable and accrued expenses	1,343,063	1,181,107
Notes and loans payable - related parties - current portion	526,771	170,350
Total Current Liabilities	1,952,973	1,381,457
Total Liabilities	1,952,973	1,381,457
Commitments and Contingencies
Stockholders' Deficiency:
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 41,170,345 shares issued and outstanding	41,170	41,170
Subscriptions receivable	(131)	(131)
Accumulated other comprehensive loss	(786)	(7,651)
Accumulated deficit	(1,686,853)	(1,291,909)
Corporate Stockholders' Deficiency	(1,641,127)	(1,253,048)
Non-controlling Interest	(113,186)	(23,284)
Total Stockholders' Deficiency	(1,754,313)	(1,276,332)
Total Liabilities and Stockholders' Deficiency	198,660	105,125
Series A Convertible Preferred Stock [Member]
Stockholders' Deficiency:
Convertible Preferred Stock	2,294	2,294
Series B Convertible Preferred Stock [Member]
Stockholders' Deficiency:
Convertible Preferred Stock	1,250	1,250
Series C Convertible Preferred Stock [Member]
Stockholders' Deficiency:
Convertible Preferred Stock	1,829	1,829
Series D Convertible Preferred Stock [Member]
Stockholders' Deficiency:
Convertible Preferred Stock	$ 100	$ 100

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Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Prepaid Expense and Other Assets, Current [Abstract]
Cost of commercial production		$ 18,501
Cost of website development & hosting	81,022	85,898
Prepaid consulting services	88,888
Miscellaneous receivables	679
Total	$ 170,589	$ 104,399

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Notes and Loans Payable (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Schedule of Notes and Loans Payable

Notes and loans payable consist of the following:

	(Unaudited)
	June 30, 2013		December 31, 2012
Loans payable - Brookstein (A)	$	14,202	$	14,202
Loans payable - RDRD (B)		512,569		156,148
Total notes and loans payable	$	526,771	$	170,350

A. Loans Payable - Brookstein

At various times, Brookstein loaned the Company monies for working capital purposes. The loans do not bear interest and are due on demand. At June 30, 2013 and December 31, 2012, loans payable to Brookstein totaled $14,202.

B. Loans Payable - RDRD

During the six months ended June 30, 2013, RDRD loaned the Company monies for working capital purposes. The loans to Compliance Systems Corporation aggregating $195,069 do not bear interest and are due on demand. The loans to Seaniemac aggregating $312,399 bear interest at 4% per annum. At June 30, 2013, loans payable were $507,468 and accrued interest totaled $5,101.

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Notes and Loans Payable - Schedule of Notes and Loans Payable (Details) (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Loans payable - Brookstein [Member]
Loan payable	$ 14,202	$ 14,202
Long-term debt		195,069
Loans Payable - RDRD [Member]
Loan payable	507,468
Long-term debt	312,399
Debt instrument, interest rate	4.00%
Interest payable	$ 5,101

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Commitments (Details Narrative)	0 Months Ended			6 Months Ended		12 Months Ended
	Apr. 10, 2013 USD ($)	Jan. 13, 2013 USD ($)	Mar. 13, 2012 GBP (£)	Jun. 30, 2013 GBP (£)	Jun. 30, 2013 USD ($)	Dec. 31, 2012 70% of GGR [Member] EUR (€)	Dec. 31, 2012 75% of GGR [Member] Minimum [Member] EUR (€)	Dec. 31, 2012 75% of GGR [Member] Maximum [Member] EUR (€)	Dec. 31, 2012 80% Of GGR [Member] Minimum [Member] EUR (€)	Dec. 31, 2012 80% Of GGR [Member] Minimum [Member] GBP (£)	Dec. 31, 2012 80% Of GGR [Member] Maximum [Member] EUR (€)	Dec. 31, 2012 80% Of GGR [Member] Maximum [Member] GBP (£)	Dec. 31, 2012 85% Of GGR [Member] EUR (€)	Dec. 31, 2012 85% Of GGR [Member] GBP (£)
Operation cost and expense			£ 35,000	£ 17,500	$ 22,502
Percentage of prepaid expense			50.00%
Website set up cost		65,000
Gross gaming revenue						50,000	50,000	250,000	250,000		1,000,000		1,000,000
Percentage of gross gaming revenue						70.00%		75.00%	80.00%	80.00%			85.00%	85.00%
Agreement amount										7,500		10,000		15,000
Agreement term									2 years	2 years	3 years	3 years
Common stock issued for consulting service	$ 160,000
Common stock issued for consulting service per share value	$ 0.16

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Short-Term and Demand Notes Payable

6 Months Ended

Jun. 30, 2013

Short-term Debt [Abstract]

Short-Term and Demand Notes Payable

7. Short-Term and Demand Notes Payable

Short-term and demand notes payable consist of the following:

	(Unaudited)
	June 30, 2013		December 31, 2012
John Koehler	$	30,000	$	30,000
Asher Enterprises Inc.		53,139		-
Total	$	83,139	$	30,000

On October 1, 2003, the predecessor to Execuserve issued a $150,000 non-interest bearing promissory note to Koehler, an investor in the predecessor. The note was amended on October 25, 2004. Upon the acquisition of Execuserve by the Company, Koehler was owed $37,000. Although the Company agreed to pay the balance in monthly installments of $1,000, the Company is in default as it has not made a payment since September 2010. The balance due to Koehler at both June 30, 2013 and December 31, 2012 totaled $30,000.

On June 18, 2013, the Company issued a $53,000 convertible promissory note to Asher Enterprises, Inc. (“Asher”). The note bears interest at 8% per annum and matures on March 20, 2014. Interest is payable upon the note’s maturity. Asher may at its option convert the note into shares of the Company’s common stock after 180 days of the date the note is signed through its maturity date. The conversion price is the greater of (i) the fixed conversion price of $0.00005 per share and (ii) variable conversion price. The variable conversion price is 58% of the average of the lowest three closing bid prices for the common stock during the 10 day trading days prior to the date of conversion. Accrued interest as of June 30, 2013 is $139. The Company incurred $3,000 in loan costs in connection with the promissory note. These costs were capitalized and are being amortized on a straight line basis over the term of the loan. Amortization of $167 was recorded in the three and six month periods ended June 30, 2013.

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Accounts Payable and Accrued Expenses (Details Narrative) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Accounts payable to Brookstein	$ 1,083,610	$ 1,081,654
Consulting fees payable to Seanimac non-controlling shareholders	220,723	172,468
Barry M. Brookstein [Member]
Accounts payable to Brookstein	$ 28,063	$ 28,063

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

10. Income Taxes

The Company did not accrue income taxes for the six months ending June, 2013 and 2012 as the Company incurred taxable losses. During the current and prior periods, the company did not record an income tax benefit for net deferred tax assets generated due to the uncertainty of their realization.

Net operating losses (“NOLs”) may be utilized under certain conditions as a deduction against future income to offset against future taxes. Internal Revenue Code (“IRC”) Section 382 and the regulations promulgated under IRC Section 382 limit the utilization of NOLs due to ownership changes. Since there was a change of control in October 2012, utilization of the Company’s NOLs will be subject to severe limitations in future periods, which has an effect of eliminating the future tax benefits of the NOLs. Accordingly, the Company has provided a valuation allowance against the total of the net deferred assets due to the uncertainty of future realization.

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Accounts Payable and Accrued Expenses

6 Months Ended

Jun. 30, 2013

Accounts Payable and Accrued Liabilities, Current [Abstract]

Accounts Payable and Accrued Expenses

6. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	(Unaudited)
	June 30, 2013		December 31, 2012
Accounts payable	$	1,083,610	$	1,081,654
Accrued expenses and other current liabilities		259,453		99,453
Total	$	1,343,063	$	1,181,107

Accounts payable includes $28,063 owed to Barry M. Brookstein (“Brookstein”) at June 30, 2013 and December 31, 2012. Brookstein is the Company’s chief executive officer and chief financial officer. Accounts payable also includes consulting fees of $220,723 and $172,468 at June 30, 2013 and December 31, 2012, respectively, payable to Seaniemac’s non-controlling shareholders.

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Basis of Presentation

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

1. Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Compliance Systems Corporation and Subsidiaries (the “Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on April 16, 2012.

On July 19, 2012, the Company’s Board of Directors adopted and the Company’s shareholders approved a reverse stock split of its outstanding common stock at a ratio of 1-for-994.488567392 shares. The reverse stock split was effective on October 3, 2012. All shares and results are reflected on a post-split basis.

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Short-Term and Demand Notes Payable - Schedule of Short-term and Demand Notes Payable (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Short term and demand notes payable, Total	$ 83,139	$ 30,000
Asher Enterprises Inc. [Member]
Short term and demand notes payable, Total	53,139
John Koehler [Member]
Short term and demand notes payable, Total	$ 30,000	$ 30,000

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Significant Accounting Policies Applicable to Interim Financial Statements (Policies)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Principles of Consolidation

A. Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its 70 percent owned subsidiary, Seaniemac. All inter-company balances and transactions have been eliminated in consolidation.

Subsequent Events

B. Subsequent Events

Management has evaluated subsequent events through the date of this filing.

Foreign Currency

C. Foreign Currency

The assets and liabilities of Seaniemac, whose functional currency is the Euro, are translated into US dollars at period-end exchange rates prior to consolidation. Income and expense items are translated at the average rates of exchange prevailing during the period. The adjustments resulting from translating the Company’s financial statements are reflected as a component of other comprehensive (loss) income. Foreign currency transaction gains and losses are recognized in net earnings based on differences between foreign exchange rates on the transaction date and settlement date.

Revenue Recognition

D. Revenue Recognition

Gross gaming revenue is the gross gaming yield which is the difference between gaming wins and losses and includes promotional betting (“Free Bets”). Free Bets are included in promotional allowances and are deducted from gross gaming revenue. All other costs are included in selling, general and administrative expenses.

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Commitments

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments

9. Commitments

A. Marketing Agreements

On March 13, 2012, Seaniemac entered into a marketing agreement with Jennigsbet Ltd (“JB”), an Isle of Man company. JB was to be responsible for developing and operating the Company’s gaming site. The Company was charged an initial set-up fee of GBP 35,000 that covered the first year of operations. Seaniemac paid a 50% up front deposit that was originally recorded as prepaid expense. Seaniemac determined that Boylesports Group (“Boylesports”), another third party white-label online gaming website provider, had a more robust website with a greater level of functionality and customer support. Accordingly, the Jenningsbet agreement was terminated. The GBP 17,500 (USD 22,502) prepaid by Seaniemac was expensed in 2013.

On January 13, 2013, Seaniemac entered into a three year White Label Services Agreement with Boyslesports. Boylesports will be paid 65,000 Euros to set up, deliver and host the branded website. In addition, Boylesports will receive a portion of the gross gaming revenue (GGR) generated from the seanimac.com website. GGR is gross turnover, minus gross win, leaving gross gaming yield and subtracting from that amount tax and any payments to software providers. Seaniemac is entitled to 70% of GGR up to 50,000 Euros, 75% of GGR from 50,000 Euros to 250,000 Euros, 80% of GGR from 250,000 Euros to 1,000,000 Euros, and 85% of GGR in excess of 1,000,000 Euros. Minimum guaranteed payments to Boylesports during the first year of the agreement of 7,500 Euros during months four through six, 10,000 Euros during months seven through twelve and 15,000 Euros in years two and three.

B. Consulting Agreements

On April 10, 2013, the Company entered into a Consulting Agreement with Mirador for an initial six month term that may be renewed for successive six month terms. Mirador will use its best effort to locate and identify private and/or public companies for potential merger with or acquisition by the Company in addition to providing shareholder and public relation services. In exchange for these services, the Company agreed to issue Mirador one million shares of Company unregistered common stock valued at $160,000 or $0.16 per share on the date of the agreement. This amount is included in prepaid expenses and is being amortized over the six month term of the agreement.

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Short-Term and Demand Notes Payable (Tables)

6 Months Ended

Jun. 30, 2013

Short-term Debt [Abstract]

Schedule of Short-term and Demand Notes Payable

Short-term and demand notes payable consist of the following:

	(Unaudited)
	June 30, 2013		December 31, 2012
John Koehler	$	30,000	$	30,000
Asher Enterprises Inc.		53,139		-
Total	$	83,139	$	30,000

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Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2013

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

	(Unaudited)
	June 30, 2013		December 31, 2012
Cost of commercial production	$	-	$	18,501
Cost of website development and hosting		81,022		85,898
Prepaid consulting services		88,888		-
Miscellaneous receivables		679		-
Total	$	170,589	$	104,399

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 15, 2013
Document And Entity Information
Entity Registrant Name	COMPLIANCE SYSTEMS CORP
Entity Central Index Key	0001206133
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		41,170,345
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013

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Accounts Payable and Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2013

Accounts Payable and Accrued Liabilities, Current [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	(Unaudited)
	June 30, 2013		December 31, 2012
Accounts payable	$	1,083,610	$	1,081,654
Accrued expenses and other current liabilities		259,453		99,453
Total	$	1,343,063	$	1,181,107