Mr. John McKimm reports

SEB UNWINDS INVESTMENT IN BANYAN

Smart Employee Benefits Inc. has concluded the unwinding of a transaction whereby SEB had acquired 50 per cent of the shares of Banyan Work Health Solutions Inc. and BITS Licensing Inc., which had been announced in a news release dated Nov. 14, 2014. The 50-per-cent shareholding was returned to the original Banyan shareholder. Banyan represents approximately 8 per cent of SEB revenues.

Per the terms of the unwinding, SEB received $1,625,000 in cash and the return of other consideration advanced by SEB under the terms of the original transaction, being return for cancellation of two million SEB shares, return and cancellation of the majority of employee retention warrants, and cancellation of all of SEB's contingent obligations arising from the original transaction.

We seek Safe Harbor.