ALL FOR ONE MEDIA CORP. (Form: 10-12G, Received: 11/22/2016 06:05:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

All for One Media Corp.

(Exact name of Registrant as specified in its charter)

Utah

5592357-1042

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

Attn: Brian Lukow

236 Sarles Street

Mt. Kisco, New York 10549

(914) 574-6174

(Address and Telephone Number of Registrant’s Principal Executive Offices and Principal Place of Business)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered

Name of each exchange on which each class is to be registered

None

None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001

(Title of class)

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
¨
Smaller reporting company
x

(Do not check if a smaller reporting company)

Table of Contents

Item 1.

Business.

3

Item 1A.

Risk Factors.

4

Item 2.

Financial Information.

10

Item 3.

Properties.

12

Item 4.

Security Ownership of Certain Beneficial Owners and Management.

12

Item 5.

Directors and Executive Officers.

13

Item 6.

Executive Compensation.

15

Item 7.

Certain Relationships and Related Transactions, and Director Independence.

16

Item 8.

Legal Proceedings.

17

Item 9.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

17

Item 10.

Recent Sales of Unregistered Securities.

17

Item 11.

Description of Registrant’s Securities to be Registered.

19

Item 12.

Indemnification of Directors and Officers.

19

Item 13.

Financial Statements and Supplementary Data.

20

Item 14.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

21

Item 15.

Financial Statements and Exhibits.

21

SIGNATURES

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Item 1. Business.

All for One Media Corp. (referred to herein as the “Company,” “All for One” or “AFOM”) was incorporated under the laws of the State of Utah on March 2, 2004, as “Early Equine, Inc.” The Company is principally engaged in content development of media targeted at the “tween” demographic consisting of children between the ages of seven and fourteen. We specialize in creating, launching, and marketing original pop music performed by “boy bands” and “girl groups,” though we also produce motion pictures, pre-recorded music, television, live concert performances, and licensed merchandise. On October 26, 2015, the Company entered into an asset exchange agreement with Crazy for the Boys, LLC, a Delaware limited liability company (“CFTB”), wherein the Company acquired movie screenplays, master recordings, trademarks, URLs, and other assets from CFTB in exchange for 5,201,500 shares of the Company’s common stock. As of the date of this registration statement, CFTB beneficially owns approximately 31.54% of the Company’s outstanding common stock. The Company also carries out its business through its subsidiary, Tween Entertainment Brands Inc., a corporation organized under the laws of the state of Florida. On November 4, 2015 the Company changed its name to All for One Media Corp.

From inception to date, we have generated no revenues, we have an accumulated deficit of $2,399,072 as of June 30, 2016, and we anticipate generating losses for the next twelve months. As of June 30, 2016, we had cash and cash equivalents of $30,694, and we will need to raise capital to implement our planned operations. If we are unable to do so, an entire investment in our stock could be lost. To address this concern, we have had discussions with prospective investors interested in financing the Company directly, as well as joint venture partners who have expressed interest in funding or co-funding certain of our projects. Our independent public accounting firm has issued an audit opinion, which includes a statement that the results of our operations and our financial condition raise substantial doubt about our ability to continue as a going concern.

The address of our principal executive office is:

All for One Media Corp.

236 Sarles Street

Mt. Kisco, New York 10549

Our telephone number is (914) 574-6174. Our e-mail address is brian@entbrands.com. Our website can be viewed at www.allforone.media. Information included in our website is not a part of this registration statement.

Competition

The Company competes with all forms of entertainment. A large number of companies, many with significantly more resources than All for One Media, Inc., produce and distribute film and music recordings, exploit products in the home entertainment market, and produce music for live theater and performance. Our competitive position primarily depends on the amount and quality of the content produced, its distribution and marketing success, and public response. We also compete to obtain creative and performing talents, story properties, and many other rights that are essential to the success of our business. Operating results for these offerings are influenced by seasonal consumer purchasing behavior, consumer preferences, levels of marketing and promotion, and by the timing and performance of releases, which may be directly or indirectly influenced by competitors.

Trademarks & Copyrights

We own the website URLs www.crazyfortheboys.com, www.allforone.media, and www.thescab.org.

Regulatory Matters

Children’s Privacy

Various laws and regulations intended to protect the interests of children are applicable to our business, including measures designed to protect the privacy of minors online. As we are currently focused on marketing content to this demographic, we will be subject to these regulations. The U.S. Children’s Online Privacy Protection Act (“COPPA”) limits the collection of personal information online from children under the age of 13 by operators of websites or online services. Effective July 1, 2013, the Federal Trade Commission adopted revisions to regulations under COPPA to further expand the scope of the regulations. Such regulations also limit the types of advertising we are able to sell on our websites and applications and impose strict liability for certain actions of advertisers, which could affect advertising demand and pricing. State and federal policymakers are also considering regulatory and legislative methods to protect consumer privacy on the Internet, and these efforts have focused particular attention on children and teens.

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Legal Proceedings

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Employees

The Company currently has one full-time employee and no part-time employees.

Through in-house and third-party production service companies, we will engage the services of writers, directors, performers, musicians, and various crew members who are subject to certain industry-wide and/or specially negotiated collective bargaining agreements or one-off letter agreements. The Alliance of Motion Picture and Television Producers is a multi-employer trade association, which, along with and on behalf of hundreds of member companies, negotiates the industry-wide collective bargaining agreements with these parties. Any labor dispute with the labor organizations that represent any of these parties could disrupt our operations and reduce our revenues.

Item 1A. Risk Factors.

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

RISKS RELATED TO OUR COMPANY

We may not achieve profitability or positive cash flow.

Our ability to achieve and maintain profitability and positive cash flow will be dependent upon such factors as our ability to organize and promote concerts. Based upon current plans, we expect to incur operating losses in future periods because we expect to incur expenses that will exceed revenues for an unknown period of time. We cannot guarantee that we will be successful in generating sufficient revenues to support operations in the future.

We have a limited operating history which may not be an indicator of our future results.

We are a development stage company with a limited capital base. We have been engaged in organization and start-up activities related to financing the launch of a girl group band. We have no operating history investors may use to evaluate our future performance. As a result of our limited operating history, our plan for rapid growth, and the increasingly competitive nature of the markets in which we operate, the historical financial data is of limited value in evaluating our future revenue and operating expenses. Our planned expense levels will be based in part on expectations concerning future revenue, which is difficult to forecast accurately based on current plans of expansion and growth. We may be unable to adjust spending in a timely manner to compensate for any unexpected shortfall in revenue. Further, general and administrative expenses may increase significantly as we expand operations. To the extent that these expenses precede, or are not rapidly followed by, a corresponding increase in revenue, our business, operating results, and financial condition will suffer.

We have never produced, distributed or marketed a movie.

We intend to rely on a number of production, distribution, and marketing methods. Our primary focus will be the production, distribution, and marketing of Crazy For The Boys. Our management team has never produced, distributed or marketed a movie. Production, distribution, and marketing of movies is highly competitive and there can be no assurance that we will be able to market our product.

We are dependent on a limited number of proprietary copyrights.

We will initially derive all revenue from two properties, the Crazy For The Boys film and the Crazy For The Boys soundtrack, which, even if successful, will likely generate revenues for only a limited period of time. Because our licensing revenue is highly subject to the changing trends in the entertainment business, our licensing revenue may be subject to dramatic increases and decreases. Nevertheless, we feel that by promoting these two properties to launch our brand, we can successfully leverage the maturity of social media to connect tweens with content that is relevant and with which they can identify.

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Competition in the entertainment industry may make it difficult to succeed long-term.

The recorded music, motion picture, and music publishing industries are highly competitive. Our competition includes major media and entertainment studios, independent film and music production companies, and television networks, both generally and concurrently at the time of release of our respective content. We compete with larger production studios that are better capitalized, who can fund projects based on the returns of prior productions. We will compete with these companies for artists, talent, airtime, and space in retail outlets. We are not at present, and do not expect in the foreseeable future to be, a significant participant in this marketplace. The market for music and movie production, distribution, and marketing is very competitive, and our lack of experience, compared to that of these competitors, may impair our ability to successfully produce content that creates a positive return on investment. Furthermore, we face indirect competition from alternative forms of leisure, such as travel, sporting events, outdoor recreation, and other cultural activities.

The entertainment industry is highly competitive, rapidly evolving, and subject to constant change. Other entertainment companies currently offer one or more of each of the types of products and services we plan to offer. In addition, our music and motion picture productions will compete for audience acceptance and exhibition outlets with music and motion pictures produced and distributed by other larger, more established companies. As a result, the success of any of our recorded music products or motion pictures is dependent not only on the quality and acceptance of a particular production, but also on numerous independent companies with whom we may partner. Some of our competitors in the music business will include Motown, Time Warner Inc., Universal Music Group, Sony BMG, and EMI, and numerous independent companies. We expect that our film business will compete with well-established companies, including MGM, DreamWorks, Time Warner Inc., Sony, Paramount, and Universal, as well as numerous small independent companies, all of which produce, develop or market films, DVDs, television, and cable programming.

The Company must respond successfully to ongoing changes in the U.S. video entertainment industry and consumer viewing patterns to remain competitive.

The Company expects that a substantial portion of its revenues and profits will be derived from the production and licensing of video entertainment offerings. The U.S. video entertainment industry is evolving, with developments in technology leading to new video services that are experiencing rapid growth, resulting in higher overall video content consumption as well as a shift in consumer viewing patterns as consumers seek more control over when, where, and how they view video content. These changes pose risks to the traditional U.S. television industry and some of the Company’s business models, including the disruption of the traditional television content delivery model by video streaming services, some of which are growing rapidly. The Company’s strategy to address these risks, including continuing to produce high-quality original content, and investing in technology and working with partners to enhance our content offerings, may not be successful. The Company may incur significant costs to implement its strategy and respond to and mitigate the risks from these changes, and, if not successful, could experience a significant adverse impact on the Company’s competitive position, businesses and results of operations.

The popularity of content is difficult to predict and can change rapidly, and low public acceptance of the Company’s content will adversely affect its results of operations.

The revenues expected from the sale, distribution, and licensing of television programming, feature films, music, and other content will depend primarily on widespread public acceptance of that content, which is difficult to predict and can change rapidly. The Company must invest substantial amounts in the production and marketing of its content before it learns whether such content will reach anticipated levels of popularity with consumers. The popularity of the Company’s content depends on many factors, only some of which are within the Company’s control. Examples include the popularity of competing content (including locally-produced content internationally), the availability of alternative forms of leisure and entertainment activities, the Company’s ability to maintain or develop strong brand awareness and target key audiences, and the Company’s ability to successfully anticipate (and timely adapt its content to) changes in consumer tastes in the countries and territories in which the Company operates. Low public acceptance of the Company’s content will adversely affect its results of operations.

Generally, feature films that perform well upon initial release also have commercial success in subsequent distribution channels. Therefore, the underperformance of a feature film, especially an “event” film, upon its public release can result in lower than expected revenues for the Company from the license of the film to broadcast and cable networks. If a new “event” film fails to achieve commercial success upon release, it may limit the Company’s ability to create new content. The failure to develop successful new content could have an adverse effect on the Company’s results of operations.

Consumer purchasing habits are not consistent throughout the year.

Sales of music and licensed goods concepts are seasonal, with a high percentage of retail sales occurring during the third and fourth quarters of the calendar year. As a result of the seasonal nature of our industry, we would be significantly and adversely affected by unforeseen events that negatively impact the retail environment or consumer buying patterns, particularly if such events were to impact the key-selling season.

Some initiatives to respond to and address the changes to the U.S. entertainment industry and consumer viewing and listening patterns may be outside the Company’s control.

While the Company supports the development of better consumer interfaces, the development and implementation of these interfaces are often outside the Company’s control. In addition, the Company may not be able to introduce new business models and products to enhance the value of its content without the cooperation of affiliates or other partners.

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Advances in technology may have a material adverse effect on our revenues.

Advances in technology may affect the manner in which entertainment content is distributed to consumers. These changes, which might affect the entertainment industry as a whole, include the proliferation of digital music players, cloud-based services that allow consumers to download and store single songs, and pay-per-view movie services. These developments have created new outlets for consumers to purchase entertainment content. These new outlets may affect the quantity of entertainment products available for purchase and may reduce the amount that consumers are willing to pay for particular products. As a result, there could be a negative impact on our ability to sell DVDs and CDs. Any failure to adapt our business model to these changes could have a material adverse effect on our revenues.

Our success will depend on external factors in the music and film industries.

Operating in the music and film industries involves a substantial degree of risk. Each planned girl group and boy band music project or film production is an individual artistic work, and unpredictable audience reactions determine commercial success. The commercial success of a music or film project also depends on:

· the quality and acceptance of other competing records or films released into the marketplace at or near the same time;

· critical reviews;

· the availability of alternative forms of entertainment and leisure activities;

· general economic conditions; and

· various other tangible and intangible factors.

Each of these factors is subject to change and cannot be predicted with certainty. There can be no assurance that our planned music and film projects will receive favorable ratings or reviews or that consumers will purchase our entertainment products and services.

The Company’s results of operations may be adversely affected if the Company’s efforts to increase sales of its video content and make digital ownership of content more compelling to consumers are not successful.

Several factors have contributed to an industry-wide decline in sales of home entertainment products in physical formats in recent years, including consumers shifting to on demand video subscriptions and electronic purchases and rentals; consumers electing to rent films using discount rental kiosks; changing retailer strategies and initiatives ( e.g. , reduction in floor space devoted to home entertainment products in physical formats); retail store closures; weak economic conditions; increasing competition for consumer discretionary time and spending; and piracy. The Company’s efforts to offset the decline in sales of home entertainment products in physical formats and to make digital ownership of content more attractive to consumers may not be successful or may take several more years to become successful.

The Company may be adversely affected if distributors fail to adequately promote our creative projects.

Decisions regarding the timing of release and promotional support of our girl group and boy band music, music video, motion picture, television, and related licensing products are important in determining the success of the Company. As with most production companies, we do not control the manner in which our distributing partners distribute our content to final consumers. Although our distributors will have a financial interest in the success of our girl group and boy band projects, and decision by our distributors to not promote our products, or to promote a competitor’s products, could have a material adverse affect on our business and financial condition.

If the Company fails to compete successfully against alternative sources of entertainment, there may be an adverse effect on the Company’s results of operations.

The Company competes with all other sources of entertainment, including television, premium pay television services, on demand video subscriptions, feature films, the Internet, home entertainment products, videogames, social networking, print media, pirated content, live sports and other events, for consumers’ leisure and entertainment time and discretionary spending. The increased number of media and entertainment choices available to consumers has made it much more difficult to attract and obtain their attention and time. There can be no assurance that the Company will be able to compete successfully in the future against existing or new competitors.

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The Company must protect its intellectual property.

We will rely on copyright, trademark, and other proprietary rights law to protect the intellectual property of our girl group and boy band projects. Our business is subject to the risk of third parties infringing on these intellectual property rights. We may need to pursue litigation to protect our intellectual property and that of our authorized licensors, which could result in substantial costs and divert resources.

Threats of piracy of the Company’s content, products, and other intellectual property may further decrease the revenues received from the legitimate sale, licensing, and distribution of its content and adversely affect its business and profitability.

Though the Company has never been victim of copyright piracy, it may be negatively affected this practice, and any piracy of the Company’s content, products and other intellectual property could reduce the revenues the Company earns from the legitimate sale, licensing and distribution of its content, products and other intellectual property. The risks relating to piracy have increased in recent years due to technological developments that have made it easier to create, distribute and store high-quality unauthorized copies of content, such as the proliferation of cloud-based storage and streaming services, increased broadband Internet speeds and penetration rates, and increased availability and speed of mobile data transmission. Piracy is particularly prevalent in countries that lack effective copyright and technical legal protections or enforcement measures, and illegitimate operators based in those parts of the world can attract viewers from anywhere in the world. Once our projects are produced for mass distribution, the Company will devote the necessary resources to protect its content, products and intellectual property, but these efforts to enforce rights and combat piracy may not be successful.

The Company may be subject to claims that it infringed intellectual property rights of others, which could require the Company to change its business practices.

Successful claims that the Company infringes on the intellectual property rights of others could require the Company to enter into royalty or licensing agreements on unfavorable terms, incur substantial monetary liability, be prohibited preliminarily or permanently from further use of the intellectual property in question or require the Company to change its business practices to stop the infringing use, which could limit its ability to compete effectively. Even if the Company believes a claim of intellectual property infringement is without merit, defending against the claim can be time-consuming and costly and divert management’s attention and resources away from its businesses.

We may be negatively affected by adverse general economic conditions.

Current conditions in domestic and global economies are extremely uncertain. Adverse changes may occur as a result of softening global economies, wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such changes could have a material adverse effect on our business, financial condition, and results of operations.

The Company’s businesses are subject to labor interruption.

The Company and some of its suppliers and business partners retain the services of writers, directors, actors, technicians, trade employees and others involved in the development and production of its television, feature film, and music content, who are covered by collective bargaining agreements. If negotiations to renew expiring collective bargaining agreements are not successful or become unproductive, the affected unions could take actions such as strikes, work slowdowns or work stoppages. Such actions or the possibility of such actions could result in delays in the production of the Company’s television programming and feature films. The Company could also incur higher costs from such actions, new collective bargaining agreements or the renewal of collective bargaining agreements on less favorable terms. Many of the collective bargaining agreements that cover individuals providing services to the Company are industry-wide agreements, and the Company may lack practical control over the negotiations and terms of these agreements. Depending on their duration, such union or labor disputes could have an adverse effect on the Company’s results of operations.

Our success depends largely on our management.

We are dependent on the continued employment of Brian Lukow, our President and CEO. Although we believe that we would be able to locate a suitable replacement, if we lose the services of Mr. Lukow, we cannot assure you that we would be able to do so. Additionally, our future operating results will substantially depend on our ability to attract and retain highly qualified management, financial, technical, creative, and administrative personnel. Competition for such people is intense and can lead to increased compensation expenses. We cannot assure you that we will be able to attract and retain the personnel necessary for the development of our business.

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We need to obtain additional financing in order to continue our operations.

On a prospective basis, we will require both short-term financing for operations and long-term capital to fund our expected growth. We have no existing bank lines of credit and have not established any definitive sources for additional financing programs. The entertainment industry is rapidly evolving and our inability to take advantage of opportunities because of capital constraints may have a material adverse effect on our current business and future prospects.

RISKS RELATED TO OUR SECURITIES

Our stock price may be volatile, which may result in losses to our shareholders.

The stock markets have experienced significant price and trading volume fluctuations, and the market prices of companies listed on the OTC Pink and other similarly-tiered quotation boards have been volatile in the past and have experienced sharp share price and trading volume changes. The trading price of our common stock is likely to be volatile and could fluctuate widely in response to many factors, including the following, some of which are beyond our control:

· variations in our operating results;

· changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;

· changes in operating and stock price performance of other companies in our industry;

· additions or departures of key personnel; and

· future sales of our common stock.

Domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock.

Our common shares may become thinly traded and you may be unable to sell at or near ask prices, or at all.

We cannot predict the extent to which an active public market for trading our common stock will be sustained. This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who generate or influence sales volume. Even if we came to the attention of such persons, those persons tend to be risk-averse and may be reluctant to follow, purchase, or recommend the purchase of shares of an unproven company such as ours until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

The market price for our common stock is particularly volatile given our status as a relatively small company, which could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

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Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by Section 15(g) of the Exchange Act, which imposes additional sales practice requirements on brokers-dealers who sell our securities. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

Financial Industry Regulatory Authority (FINRA) sales practice requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

Volatility in our common share price may subject us to securities litigation.

The market for our common stock is characterized by significant price volatility as compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.

Our business is subject to changing regulations related to corporate governance and public disclosure that have increased both our costs and the risk of noncompliance.

Because our common stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board, the SEC and FINRA, have issued requirements and regulations and continue to develop additional regulations and requirements in response to corporate scandals and laws enacted by Congress, most notably the Sarbanes-Oxley Act of 2002. Our efforts to comply with these regulations have resulted in, and are likely to continue resulting in, increased general and administrative expenses and diversion of management time and attention from revenue-generating activities to compliance activities. Because new and modified laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.

Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.

A majority of the outstanding shares of our common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that one year following a company filing Form 10 information with the SEC to that effect, a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale.

We may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing capital stock.

We may finance our operations and develop strategic relationships by issuing equity or debt securities, which could significantly reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privileges senior to those of our existing stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our stock to decline.

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Our preferred stock could be issued to inhibit potential investors or delay or prevent a change of control that may favor you.

Some of the provisions of our certificate of incorporation, our bylaws and Utah law could, together or separately, discourage potential acquisition proposals or delay or prevent a change in control. In particular, our board of directors is authorized to issue up to 5,000,000 shares of preferred stock (less any outstanding shares of preferred stock) with rights and privileges that might be senior to our common stock, without the consent of the holders of the common stock.

Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

· that a broker or dealer approve a person’s account for transactions in penny stocks; and

· the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

· obtain financial information and investment experience objectives of the person; and

· make a reasonable determination that the transaction in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

· sets forth the basis on which the broker or dealer made the suitability determination; and

· that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Item 2. Financial Information.

The following discussion should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Management’s Discussion and Analysis or Plan of Operations

Certain statements in this Report constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms and deployment of capital; relationships with third-party equipment suppliers; and worldwide political stability and economic growth. The words "believe", "expect", "anticipate", "intend" and "plan" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

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Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. We have not generated revenues to fund our operating expenses. At September 30, 2015, we had a cash balance of $102 and working capital deficit of $102,337. At June 30, 2016, we had a cash balance of $30,694 and working capital deficit of $66,493. The Company’s principal liquidity for the year ended September 30, 2015 debt financing of approximately $22,000. The Company’s principal liquidity for the nine months ended June 30, 2016 came from the sale of equity interests of approximately $203,000 and debt financing of approximately $30,000.

As discussed above, the Company anticipates incurring significant expenditures during the coming year and to pursue its planned business operations including development of content and entertainment media. The Company’s ability to execute on these plans is dependent on its ability to generate additional investment proceeds. In the event that the Company is unable to raise the necessary funds, it would have to modify its current business plans and may not be able to attract the customers necessary to generate positive income from operations in such case; the business plan would have to be modified to address the funding issues.

As noted, the past operating expenses and cash needs are not indicative of our current operations which require substantially more cash to operate. At this time, the Company is dependent on outside funding to support its operations and anticipates it will need outside funding for at least the next twelve to twenty four months to support its business model. If the Company is unable to obtain continued outside funding, its operations would be severely impacted and it may not be possible to remain in business. Given current operations, traditional debt financing is not likely and the Company will have to continue to rely on equity or debt investments for outside non-banking sources.

Plan of Operations

All For One Media Corp. is in the business of exploiting the lucrative tween demographic across a multitude of entertainment platforms. The Company's primary business objective is to embark on creating, launching and marketing original pop music groups, commonly referred to as "boy bands" and "girl groups," by utilizing both traditional and social media models. All For One Media created and owns over thirty completed master recordings as well as a full length motion picture called "Crazy For The Boys," which is a musical comedy that also serves as the back story to the Company's plan to launch a new girl group.

The Company expects to generate revenues from sales, downloads and streaming of original recorded music, videos, motion pictures, music publishing, live performances, licensed merchandise and corporate sponsorships.

The Company is currently developing a new girl group (hereinafter the “Girl Group,” though the exact name has yet to be determined) brand based on an original pop group consisting of five teenage girls. Each group member portrays a different fictional character . Each character represents a distinct cross section of popular teen personas. They are: the “hip hop girl,” the “punk rocker,” the “biker babe,” the “hippie chick,” and “preppie cheerleader.” Each character will be highly stylized to represent a distinct fashion statement. An overriding theme to the group is the celebration of individuality. The underlying social message is anti–clique. The girl group will be marketed to children primarily between the ages of seven and fourteen. This target demo is often referred to as the “tween market.” Management is committed to recruiting girls of the highest triple threat caliber. “Triple threat” refers to a performer’s ability to excel at singing, dancing, and acting.

The production process starts with a series of auditions held in New York City, New York and Los Angeles, California to find the key acting and singing performers, which began in October 2016. We enlisted reputable personnel to assist in this process, including highly regarded youth casting directors, choreographers, a vocal coach, an audition pianist, and a representative from our social media agency. The cost for this step in the process is approximately $100,000.

Currently, our casting directors are negotiating offers with leading candidates and their agents for the five Girl Group roles, which is expected to continue through December 2016. We anticipate incurring expenses of approximately $10,000 during this phase.

Preliminary recordings and rehearsal is expected to begin January 2017, which is expected to last six weeks. Full-scale filming and production for Crazy for the Boys will begin when the Company finalizes all necessary financing, ideally in March 2017. We currently plan for the shooting schedule to require 23 days, followed by ten weeks of post-production editing and reviewing.

Each cast member will be signed to exclusive production and management contracts with the Company. The cast members of the Girl Group will be paid a guaranteed salary. Girl Group members will be contractually obligated to make the group their full time professional commitment.

The Company plans to retain control of all future original master recordings by the Girl Group. The Company believes that ownership of the masters will allow for both the maximum financial return and greatest leverage.

The Company is likewise developing a cast and projects for a boy band (hereinafter the “Boy Band,” though the exact name has yet to be determined) that will be comprised of five teenage boys. The cast members of the Boy Band will be paid a guaranteed salary. The Boy Band members will be contractually obligated to make the Boy Band their full time professional commitment. Management believes the boys cast for the group will be of the highest triple threat caliber. When the Company is ready to produce Boy Band projects, it expects the costs and scheduling of such to be similar to those incurred for the production of the Girl Group and Crazy for the Boys.

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Target Market

The Girl Group and the Boy Band will be focused on exploiting what is now commonly referred to as the “tween” market, consisting of children between the ages of seven to fourteen years old. This demographic represents a significant opportunity for companies who are successful in penetrating it. Currently there are an estimated thirty-five million tweens in the United States alone. Over the last decade, the tween population has grown at twice the rate of the overall U.S. population. It is estimated that aggregate spending by U.S. tweens was over $41 billion in 2015. Additionally, tweens influence a staggering $270 billion of their parents’ spending. The biggest segments of tween spending are clothes, music, toys and hobbies, video games, and entertainment.

The financing required to execute these steps will be approximately $1,000,000 over the next twelve months of operation.

Results of Operations

The Company principally engaged in content development of media targeted at the “tween” demographic consisting of children between the ages of seven and fourteen. During the year ended September 30, 2015 and for the nine months ended June 30, 2016, we did not generate any revenue.

Total operating expenses for the year ended September 30, 2015 as compared to the year ended September 30, 2014, were approximately $54,000 and $23,000, respectively. The $31,000 increase in operating expenses was primarily due to increased legal and consulting fees.

Total operating expenses for the nine months ended June 30, 2016 as compared to the nine months ended June 30, 2015, were approximately $2,067,000 and $40,000, respectively. The $2,027,000 increase in operating expenses for the nine months ended June 30, 2016 is comprised largely of a $675,000 increase in compensation to our CEO and the recognition of stock based compensation to our CEO, an increase of $1,329,000 in professional and consulting primarily due to the recognition of stock based consulting fees to consultants and two of our directors and an increase of $23,000 in general and administrative expenses due to an increase in rent and office expenses.

Off Balance Sheet Arrangements

The Company has not had any off balance sheet arrangements.

Item 3. Properties.

The Company currently maintains a corporate office at 236 Sarles Street, Mt. Kisco, New York 10549. The Company leases this property from its President, Brian Lukow, for $1,000 a month, which includes telephone, Internet, and electricity utilities. The Company’s subsidiary also leases this space from the Company’s President, under the same terms. The Company feels this space is sufficient until the Company commences full operations.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following table lists, as of October 11, 2016, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership‚ concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 16,489,852 shares of our common stock issued and outstanding as of October 11, 2016. We do not have any outstanding options, or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o All for One Media Corp., 236 Sarles Street, Mt. Kisco, New York 10549.

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Name and Address of Beneficial Owner

Title of Class

Amount and Nature of Beneficial Ownership (1)

Percent of Class (2)

Brian Lukow (3)

Common Stock

4,116,641

24.96 %

Brian Gold (4)

Common Stock

4,126,880

25.03 %

Aimee Ventura O’Brien (5)

Common Stock

1,426,580

8.65 %

Directors and Officers as a Group

9,670,101

58.64 %

Crazy for the Boys, LLC (6)

Common Stock

5,201,500

31.54 %

Michael Strasser (7)

Common Stock

1,000,000

6.06 %

____________________

1. The number and percentage of shares beneficially owned is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

2. Based on 16,489,852 issued and outstanding shares of common stock as of October 11, 2016.

3. Brian Lukow is a director and the Company’s President. Mr. Lukow’s ownership includes his interests in Crazy for the Boys, LLC.

4. Brian Gold is a director of the Company. Mr. Gold’s ownership includes his interests in Crazy for the Boys, LLC.

5. Aimee Ventura O’Brien is a director and the Company’s Secretary.

6. Brian Lukow, the Company’s President and director, is the managing member of Crazy for the Boys, LLC and owns approximately 17% of CFTB. Brian Gold, a director of the Company, owns approximately 20% of CFTB.

7. Michael Strasser is a member of CFTB.

Item 5. Directors and Executive Officers.

Directors and Executive Officers

Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current directors and executive officers. Unless otherwise indicated, the address of each person listed is c/o All for One Media Corp., 236 Sarles Street, Mt. Kisco, New York 10549.

Name and Business Address

Age

Position

Brian J. Lukow

57

President and Director

Brian Gold

60

Director

Aimee Ventura O’Brien

52

Secretary and Director

Brian J. Lukow, 57, President and Director. Brian Lukow has been an officer and director of All For One Media since fall 2015. He has also served as the Co-Managing Member of Crazy For the Boys, LLC since August 2012. Prior to that he worked for Entertainment Brands, Inc. from 2007 to 2012. Mr. Lukow began his professional career on Wall Street. He was a senior vice President of Lehman Brothers from 1984 to 1991 and a managing director of Ladenburg Thalmann from 1992 to 1994. Mr. Lukow was most recently the highly talented co-creator and co-producer of Huckapoo. Prior to that, Mr. Lukow was the co-creator and executive producer of Dream Street, a very successful boy band, and one of the best selling pop music acts in recent years, whose debut album reached number one on the Billboard Magazine Independent charts. The original girl group concept is his creation and is built upon his experience and success with Dream Street and Huckapoo. In addition to his production credits, Mr. Lukow is also an accomplished songwriter. Among Mr. Lukow’s writing credits is the song “Jennifer Goodbye“ which was recorded by Dream Street on its first album; that album went on to sell nearly one million units. Mr. Lukow is a co-writer on five of the original Huckapoo recordings as well. Additionally, Mr. Lukow is the associate producer of the motion picture “The Biggest Fan” starring Chris Trousdale, Cindy Williams, and Pat Morita. From 1994 to 1996 Mr. Lukow was President of Brirock Entertainment, a firm specializing in artist management.

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Aimee Ventura O’Brien, 60, Secretary and Director. Aimee Ventura O’Brien has a diverse background in business, including experiences on Wall Street and in the world of architecture. On Wall Street, Ms. O’Brien traded complex equity derivatives for Credit Suisse and Fidelity Investment. She eventually decided to return to school to become an architect. Ms. O’Brien holds a bachelor’s degree in mathematics and business from Skidmore College and a bachelor’s of architecture from NY Institute of Technology, where she studied from 2008-2012. Since graduating in 2012, Ms. O’Brien has worked for two large building envelope firms in New York, learning about the complex design of building skins. From September 2012 to February 2016, Ms. O’Brien worked as a Senior Manager at Hoffman Architects in New York City. From February 2016 to July 2016, she worked as the Director of Business Development at Vidaris, Inc. in New York City. Since July 2016, she has been the Director of Business Development for DIRTT Environmental Solutions in New York City. Ms. O’Brien as won awards from the American Institute of Architects, Henry Adams Certificate, Robert Jensen Memorial Award, and the Maria Bentel Memorial Thesis Travel Grant.

Brian D. Gold, 52, Director. Brian D. Gold is currently the president and CEO of his family’s business, Sultana Distribution Services, Inc., which is the largest candy re-distributor in the United States, selling to hundreds of wholesalers across the country. Mr. Gold started with the company in 1975, joining Sultana Crackers, Inc., a company started by his father, Bernard, in 1947, that was predominately a specialty cracker supplier and distributor. Brian has long been active in the snack industry and considers himself an original member of the New York City Confectionery Club, who named him their Man of the Year for 1978. Mr. Gold was inducted into the Candy Hall of Fame in 2014.

Board Composition

Our bylaws provide that the Board of Directors shall consist of one or more members. Each director of the Company serves for a term of one year or until the successor is elected at the Company’s annual shareholders’ meeting and is qualified, subject to removal by the Company’s shareholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until the successor is elected at the annual meeting of the Board of Directors and is qualified.

Significant Employees

Other than the above-named officers and directors, we have no full-time employees whose services are materially significant to our business and operations.

Family Relationships

There are no familial relationships among any of our officers or directors. None of our directors or officers is a director in any other reporting companies. The Company is not aware of any proceedings to which any of the Company‚ officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company‚ subsidiaries or has a material interest adverse to it or any of its subsidiaries.

Involvement in Legal Proceedings

During the past ten years, none of our present or former directors, executive officers or persons nominated to become directors or executive officers:

· have been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

· had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

· have been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

· have been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

· have been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or have been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Item 6. Executive Compensation.

Summary Table. The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to the named executive officer for all services rendered in all capacities to our company, or any of its subsidiaries, for the years ended September 30, 2015 and 2014:

Compensation Table for Executives

Name & Principal Position

Year

Salary

($)

Bonus

Stock

Awards
($)

Non-Equity
Incentive
Plan
Compensation

Nonqualified
Deferred
Compensation
Earnings

All Other
Compensation

Total

($)

Brian Lukow,

2015

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

President

2014

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

Aimee Ventura O’Brien,

2015

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

Secretary

2014

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

Employment Agreements

The Company has an employment contract with Brian Lukow, its President, which provides for a monthly salary of $5,000 plus 20,000 shares of common stock, issued at a cost basis of $0.25 per share. The employment contract also has customary provisions for other benefits and includes non-competition and non-solicitation clauses. The employment agreement was entered into October 2015, constitutes an “at will” employment arrangement, and may be terminated by either Lukow or the Company upon two months written notice if without cause.

The Company has no other formal employment agreements.

Compensation of Directors

Summary Table. The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to the named Directors for all services rendered in all capacities to our company, or any of its subsidiaries, for the year ended September 30, 2015:

Compensation Table for Directors

Name

Fees earned or paid in cash
($)

Stock awards
($)

Option awards
($)

Non-Equity
Incentive
Plan
Compensation
($)

Change in pension value and nonqualified deferred compensation earnings

All Other
Compensation
($)

Total

($)

Brian Lukow

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

Brian Gold

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

Aimee Ventura O’Brien

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

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Item 7. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions

Between October 2015 and January 2016, the Company issued 65,806 shares of its common stock to the CEO of the Company as payment for services rendered pursuant to the CEO’s employment agreement with the Company. The Company valued these common shares at the fair value of $16,452, or $0.25 per common share, based on the sale of common stock in a private placement at $0.25 per common share.

Between October 2015 and January 2016, the Company issued an aggregate of 19,740 shares of its common stock to the three directors of the Company as payment for services rendered pursuant to corporate director agreements. The Company valued these common shares at the fair value of $4,935, or $0.25 per common share, based on the sale of common stock in a private placement at $0.25 per common share.

In February 2016, the Company issued 20,000 shares of its common stock to the CEO of the Company as payment for services rendered pursuant to his employment agreement. The Company valued these common shares at the fair value of $5,000, or $0.25 per common share, based on the sale of common stock in a private placement at $0.25 per common share.

In February 2016, the Company issued an aggregate of 6,000 shares of its common stock to the three directors of the Company as payment for services rendered pursuant to corporate director agreements. The Company valued these common shares at the fair value of $1,500, or $0.25 per common share, based on the sale of common stock in a private placement at $0.25 per common share.

Between March 2016 and May 2016, the Company issued 60,000 shares of the Company’s common stock to the CEO of the Company as payment for services rendered pursuant to the Employment agreement. The Company valued these common shares at the fair value ranging from $0.17 to $0.37 per common share or $14,800 based on the quoted trading price on the date of grants.

Between March 2016 and May 2016, the Company issued an aggregate of 18,000 shares of the Company’s common stock to the three directors of the Company as payment for services rendered pursuant to corporate director agreements. The Company valued these common shares at the fair value ranging from $0.17 to $0.37 per common share based on the quoted trading price on the date of grants.

In April 2016, the Company sold 40,000 shares of the Company’s common stock to a director of the Company for gross proceeds of $4,000. The Company recorded stock based compensation of $10,800, which is equal to the fair value of shares issued in excess of the purchase price of $4,000. The Company has determined that the fair value of the common stock is $0.37 per share, which is based on the quoted trading price on the date of grant.

In June 2016, the Company issued 3,000,000 common shares to Brian Lukow, 3,000,000 common shares to Brian Gold, and 1,000,000 common shares to Aimee Ventura O’Brien, at $0.0025 per common share, for proceeds of $10,000 which was paid in and included a settlement of accrued salaries to the CEO of the Company for $7,500. The Company recorded stock based compensation of $1,382,500, which is equal to the fair value of shares issued in excess of the purchase price of $17,500. The Company has determined that the fair value of the common stock is $0.20 per share, which is based on the quoted trading price on the date of grant.

In June 2016, the Company issued 1,000,000 common shares to Michael Strasser at $0.0025 per common share, or $2,500. Mr. Strasser is a member of Crazy for the Boys, LLC. The Company recorded stock based compensation of $197,500, which is equal to the fair value of shares issued in excess of the purchase price of $2,500. The Company has determined that the fair value of the common stock is $0.20 per share, which is based on the quoted trading price on the date of grant.

In June 2016, the Company issued 20,000 shares of the Company’s common stock to the CEO of the Company as payment for services rendered pursuant to the Employment agreement. The Company valued these common shares at the fair value of $15,000 or $0.25 per common share based on the quoted trading price on the date of grant.

In June 2016, the Company issued an aggregate of 6,000 shares of the Company’s common stock to the three directors of the Company as payment for services rendered and to be rendered for future services pursuant to corporate director agreements. The Company valued these common shares at the fair value of $1,500 or $0.25 per common share based on the quoted trading price on the date of grant.

Promoters and Certain Control Person

During the past five fiscal years, we have not had any promoters at any time.

Director Independence

Our securities are not listed on a national securities exchange or on any inter-dealer quotation system which has a requirement that a majority of directors be independent. Our board of directors has undertaken a review of the independence of each director by the standards for director independence set forth in the NASDAQ Marketplace Rules. Under these rules, a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Our board of directors has determined that the Company does not have any independent directors.

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Item 8. Legal Proceedings.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

(a) Market Information.

Our common stock was first quoted on an over-the-counter market on September 9, 2009 and is currently listed as an OTC Pink company, trading under the symbol “AFOM.”

(b) Holders.

As of October 11, 2016, there were 16,489,852 shares of our common stock issued and outstanding, held by 73 stockholders of record. Once this registration statement has been effective for 90 days, then all shares held by shareholders that are not affiliates of the Company will be able to sell their shares, as long as they have been held for longer than six months, according to market conditions and if a market develops.

We have not issued any derivative securities, nor are there any warrants, options or other convertible securities outstanding.

(d) Dividends.

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

(e) Securities Authorized for Issuance under Equity Compensation Plans.

We do not have any compensation plan under which equity securities are authorized for issuance.

Item 10. Recent Sales of Unregistered Securities.

Common Stock

The below listed issuances of unregistered securities were exempt pursuant to Section 4(2) of the Securities Act, as they did not constitute a public offering, nor was there advertising or commissions paid. Furthermore, no underwriters were used in connection with the below issuances. Accordingly, the stock certificates representing these shares were issued with restrictive legends indicating that the shares have not been registered and may not be traded until registered or otherwise exempt. All of the investors are accredited investors as defined under the Securities Act.

On October 26, 2015, the Company entered into an Asset Exchange Agreement with CFTB and certain members owning membership interest in CFTB, pursuant to which the Company issued 5,201,500 shares of its common stock to certain of CFTB’s members. As consideration for the shares, the Company acquired certain assets from CFTB, including movie screenplays, master recordings, trademarks, and web domain names.

In October 2015, the Company sold an aggregate of 440,000 shares of the Company’s common stock for cash and received net proceeds of $104,075. The Company paid $5,000 legal fees and $925 escrow fees in connection with the sale. The Company used these proceeds to pay certain debts, convertible notes and accrued interest owed by the Company.

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In October 2015, the Company sold an aggregate 1,248,500 shares of the Company’s common stock to three unrelated parties with purchase prices ranging from $0.001 to $0.08 per common share or $50,124. The Company recorded stock based compensation of $262,001 which is equal to the fair value of shares issued in excess of the purchase price of $50,124. The Company has determined that the fair value of the common stock is $0.25 per share which is based on the sale of common stock in the recent private placement.

In December 2015, the Company sold an aggregate of 140,000 shares of its common stock for total gross proceeds of $30,000 and subscription receivable of $5,000. The Company collected the subscription receivable in January 2016.

Between October 2015 and January 2016, the Company issued 65,806 shares of its common stock to a consultant as payment for services rendered. The Company valued these common shares at the fair value of $16,452, or $0.25 per common share, based on the sale of common stock in a private placement at $0.25 per common share.

In February 2016, the Company issued 20,000 shares of its common stock to a consultant as payment for services rendered. The Company valued these common shares at the fair value of $5,000, or $0.25 per common share, based on the sale of common stock in a private placement at $0.25 per common share.

In April 2016, the Company sold 40,000 shares of the Company’s common stock to a director of the Company for gross proceeds of $4,000. The Company recorded stock based compensation of $10,800 which is equal to the fair value of shares issued in excess of the purchase price of $4,000. The Company has determined that the fair value of the common stock is $0.37 per share which is based on the quoted trading price on the date of grant.

In April 2016, the Company issued 50,000 shares of the Company’s common stock to a consultant as payment for financial advisory services rendered. These shares vested immediately on the date of issuance. The Company valued these common shares at the fair value of $18,500 or $0.37 per common share based on the quoted trading price on the date of grant.

In June 2016, the Company sold an aggregate of 7,000,000 shares of its common stock at $0.0025 per common share for proceeds of $10,000 which was paid by two directors of the Company and a settlement of accrued salaries to the CEO of the Company for $7,500. The Company recorded stock based compensation of $1,382,500 which is equal to the fair value of shares issued in excess of the purchase price of $17,500. ASC 718 establishes that share-based payment transactions with employees shall be measured at the fair value of the equity instruments issued. The Company has determined that the fair value of the common stock is $0.20 per share which is based on the quoted trading price on the date of grant.

In June 2016, the Company sold 1,000,000 shares of the Company’s common stock to a consultant at $0.0025 per common share or $2,500. The Company recorded stock based compensation of $197,500 which is equal to the fair value of shares issued in excess of the purchase price of $2,500. The Company has determined that the fair value of the common stock is $0.20 per share which is based on the quoted trading price on the date of grant. The Company recorded subscription receivable of $2,500 as of June 30, 2016. The Company collected the subscription receivable on September 20, 2016. The consultant is one of the members of CFTB.

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Item 11. Description of Registrant’s Securities to be Registered.

The following description of our capital stock is a summary and is qualified in its entirety by the provisions of our Certificate of Incorporation, which has been filed as an exhibit to this registration statement.

Our authorized capital stock consists of 55,000,000 shares, of which 50,000,000 are shares of Common Stock, $0.001 par value (“Common Stock”), and 5,000,000 are shares of Preferred Stock, $0.001 par value (“Preferred Stock”).

Common Stock

This registration statement on Form 10 is to register shares of our common stock. We are authorized to issue 50,000,000 shares of common stock, par value $0.001, of which 16,489,852 shares are issued and outstanding as of October 11, 2016. Each holder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of Directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. There is no provision in our Certificate of Incorporation or By-laws that would delay, defer, or prevent a change in control of our Company.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Transfer Agent

The Company has retained the services Interwest Transfer Co., Inc. as its transfer agent.

Item 12. Indemnification of Directors and Officers.

Our officers and directors are indemnified as provided by the Utah Revised Business Corporation Act and our Articles of Incorporation.

Under the Utah Revised Business Corporation Act, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation. Our Articles of Incorporation do not specifically limit our directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

Our Articles of Incorporation provide that we will indemnify our directors and officers to the fullest extent permitted by Utah law, provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our board of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Utah law or (d) is required to be made pursuant to the bylaws.

19

Table of Contents

Item 13. Financial Statements and Supplementary Data.

ALL FOR ONE MEDIA CORP.

FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

ALL FOR ONE MEDIA CORP.

INDEX

Reports of Independent Registered Public Accounting Firms

F-1 - F-2

Balance Sheets as of September 30, 2015 and 2014

F-3

Statements of Operations for the Years Ended September 30, 2015 and 2014

F-4

Statements of Changes in Stockholders’ Deficit for the Years Ended September 30, 2015 and 2014

F-5

Statements of Cash Flows for the Years Ended September 30, 2015 and 2014

F-6

Notes to Financial Statements

F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

All For One Media Corp. (formerly Early Equine, Inc.)

Mt. Kisco, New York

We have audited the accompanying balance sheet of All For One Media Corp. (formerly Early Equine, Inc.) (the “Company”) as of September 30, 2015 and the related statements of operations, changes in stockholders' deficit, and cash flows for the year ended September 30, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the accompanying financial statements of the Company present fairly, in all material respects, its financial position as of September 30, 2015, and the results of its operations and its cash flows for the year ended September 30, 2015, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred net losses and had a working capital deficit and negative cash flow from operations, which raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

MaloneBailey, LLP

Houston, Texas

October 11, 2016

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

All For One Media Corp. (formerly Early Equine, Inc.)

We have audited the accompanying balance sheet of All For One Media Corp. (formerly Early Equine, Inc.) as of September 30, 2014, and the related statements of operations, stockholders’ deficit, and cash flows for the year ended September 30, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of All For One Media Corp. as of September 30, 2014 and the results of its operations and cash flows for the year ended September 30, 2014, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit and has minimal assets and operations as of September 30, 2014. These issues raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

/s/ Mantyla McReynolds, LLC

Mantyla McReynolds, LLC

Salt Lake City, Utah

December 24, 2014

F-2

Table of Contents

ALL FOR ONE MEDIA CORP.

(FORMERLY EARLY EQUINE, INC.)

BALANCE SHEETS

September 30,

September 30,

2015

2014

ASSETS

Current assets:

Cash

$ 102

$ 2,573

Inventory

-

2,000

Total current assets

102

4,573

TOTAL ASSETS

$ 102

$ 4,573

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable and accrued liabilities

$ 17,805

$ 449

Accounts payable and accrued liabilities - related party

12,273

7,564

Accrued interest

491

-

Accrued interest - related party

13,870

7,798

Convertible notes payable - related party

58,000

58,000

Total current liabilities

102,439

73,811

Long-term liabilities:

Convertible note payable

11,250

-

Convertible note payable - related party

11,100

-

TOTAL LIABILITIES

124,789

73,811

Commitments and Contingencies (see Note 8)

Stockholders' deficit:

Preferred stock, $0.001 par value; 5,000,000 shares authorized: none shares issued and outstanding

-

-

Common stock, $0.001, 50,000,000 shares authorized: 998,500 shares issued and ouststanding as of September 30, 2015 and 2014

999

999

Additional paid-in capital

171,893

165,901

Accumulated deficit

(297,579 )

(236,138 )

Total Stockholders' deficit

(124,687 )

(69,238 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$ 102

$ 4,573

See accompanying notes to financial statements.

F-3

Table of Contents

ALL FOR ONE MEDIA CORP.

(FORMERLY EARLY EQUINE, INC.)

STATEMENTS OF OPERATIONS

For the Years Ended

September 30,

2015

2014

Net revenues

$ -

$ -

Operating expenses:

Impairment loss

-

8,900

General and administrative expense

54,449

14,468

Total operating expense

54,449

23,368

Loss from operations

(54,449 )

(23,368 )

Other expense

Interest expense

(6,992 )

(5,475 )

Total other expense

(6,992 )

(5,475 )

Loss before provision for income taxes

(61,441 )

(28,843 )

Provision for income taxes

-

-

Net loss

$ (61,441 )

$ (28,843 )

WEIGHTED AVERAGE COMMON SHARES

Basic and Diluted

998,500

998,500

NET LOSS PER COMMON SHARE:

OUTSTANDING - Basic and Diluted

$ (0.06 )

$ (0.03 )

See accompanying notes to financial statements.

F-4

Table of Contents

ALL FOR ONE MEDIA CORP.

(FORMERLY EARLY EQUINE, INC.)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014

Preferred Stock

$0.001 Par Value

Common Stock

$0.001 Par Value

Additional

Paid-in

Accumulated

Total

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Deficit

Balance, September 30, 2013

-

$ -

998,500

$ 999

$ 165,143

$ (207,295 )

$ (41,153 )

Imputed interest on accrued liabilities - related party as of September 30, 2014

-

-

-

-

758

-

758

Net loss for the year ended September 30, 2014

-

-

-

-

-

(28,843 )

(28,843 )

Balance, September 30, 2014

-

-

998,500

999

165,901

(236,138 )

(69,238 )

Imputed interest on accrued liabilities - related party as of September 30, 2015

-

-

-

-

428

-

428

Capital contribution by a former director of the Company

-

-

-

-

5,564

-

5,564

Net loss for the year ended September 30, 2015

-

-

-

-

-

(61,441 )

(61,441 )

Balance, September 30, 2015

-

$ -

998,500

$ 999

$ 171,893

$ (297,579 )

$ (124,687 )

See accompanying notes to financial statements

F-5

Table of Contents

ALL FOR ONE MEDIA CORP.

(FORMERLY EARLY EQUINE, INC.)

STATEMENTS OF CASH FLOWS

For the Years Ended

September 30,

2015

2014

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss

$ (61,441 )

$ (28,843 )

Adjustments to reconcile net loss to net cash used in operating activities:

Impairment loss

-

8,900

Imputed interest on accrued liabilities - related party

428

758

Changes in operating assets and liabilities:

Accounts payable and accrued liabilities

23,606

(2,446 )

Accounts payable and accrued liabilities - related party

12,273

-

Accrued interest

491

-

Accrued interest - related party

6,072

4,717

NET CASH USED IN OPERATING ACTIVITIES

(18,571 )

(16,914 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from convertible notes payable

5,000

-

Proceeds from convertible notes payable - related party

11,100

16,000

NET CASH PROVIDED BY FINANCING ACTIVITIES

16,100

16,000

NET INCREASE IN CASH AND CASH EQUIVALENTS

(2,471 )

(914 )

CASH AND CASH EQUIVALENTS- beginning of year

2,573

3,487

CASH AND CASH EQUIVALENTS- end of year

$ 102

$ 2,573

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for:

Interest

$ -

$ -

Income taxes

$ -

$ -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Capital contribution from a former director of the Company

$ 5,564

$ -

Imputed interest on accrued liabilities - related party

$ 428

$ 758

Convertible note issued for legal fees paid by note holder on behalf of the Company

$ 6,250

$ -

See accompanying notes to financial statements.

F-6

Table of Contents

ALL FOR ONE MEDIA CORP.

(formerly Early Equine, Inc.)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

All For One Media Corp. (formerly Early Equine, Inc.) (the “Company”) was incorporated in the State of Utah on March 2, 2004. The Company is a media and entertainment company focused on creating, launching and marketing original pop music groups commonly referred to as “Boy Bands and “Girl Groups”. The Company’s former operations were in the business of acquiring, training, and reselling horses with an emphasis in the purchase of thoroughbred weanlings or yearlings that were resold as juveniles.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and going concern

The financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”). As reflected in the accompanying financial statements, the Company has a net loss and net cash used in operations of $61,441 and $18,571, respectively, for the year ended September 30, 2015. Additionally the Company has a working capital deficit and accumulated deficit of $102,337 and $297,579, respectively, at September 30, 2015 and has no revenues. As reflected in the accompanying financial statements, the Company has a net loss and net cash used in operations of $28,843 and $16,914, respectively, for the year ended September 30, 2014. Additionally the Company has a working capital deficit and accumulated deficit of $69,238 and $236,138, respectively, at September 30, 2014 and has no revenues. These circumstances cause substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, raise capital, and generate revenues. Currently, management is seeking capital to implement its business plan. Management believes that the actions presently being taken provide the opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Cash

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company did not have cash equivalents at September 30, 2015 and 2014. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At September 30, 2015 and 2014, the Company had not reached bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits.

Use of estimates

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to the valuation of deferred tax assets.

Inventory

As of September 30, 2014, the Company owned thoroughbred horses that were available for resale after approximately six months to one year of training. Inventory is stated at the lower of cost or market. Inventory cost is determined by specific identification.

F-7

Table of Contents

ALL FOR ONE MEDIA CORP.

(formerly Early Equine, Inc.)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value of financial instruments

The Company adopted Accounting Standards Codification (“ASC”) ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2:

Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3:

Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Depending on the product and the terms of the transaction, the fair value of notes payable and derivative liabilities were modeled using a series of techniques, including closed-form analytic formula, such as the Black-Scholes option-pricing model.

The carrying amounts reported in the balance sheets for cash, accounts payable and accrued liabilities, and accrued interest approximate their estimated fair market value based on the short-term maturity of these instruments. The Company did not identify any other assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance.

The Company’s convertible notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at September 30, 2015 and 2014.

Basic and diluted net loss per share

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At September 30, 2015 and 2014, the Company has 378,844 and 263,192 potentially dilutive securities outstanding, respectively, related to the convertible promissory note. Those potentially dilutive common stock equivalents were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss.

Income taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

F-8

Table of Contents

ALL FOR ONE MEDIA CORP.

(formerly Early Equine, Inc.)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. The Company's 2014, 2013, and 2012 tax years may still be subject to federal and state tax examination.

Recent Accounting Pronouncements

Accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

NOTE 3 - INCOME TAXES

The Company has incurred aggregate net operating losses of approximately $280,369 for income tax purposes as of September 30, 2015. The net operating loss carries forward for United States income taxes, which may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, through 2035. Management believes that the realization of the benefits from these losses appears not more than likely due to the Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as necessary.

F-9

Table of Contents

ALL FOR ONE MEDIA CORP.

(formerly Early Equine, Inc.)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

NOTE 3 - INCOME TAXES (continued)

The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes were as follows:

Year Ended

September 30,
2015

Year Ended

September 30,
2014

Income tax benefit at U.S. statutory rate of 34%

$ (20,890 )

$ (10,095 )

Income tax benefit - State

(3,072 )

(1,154 )

Non-deductible expenses

167

256

Increase in valuation allowance

23,795

10,993

Total provision for income tax

$ -

$ -

The Company’s approximate net deferred tax asset was as follows:

Deferred Tax Asset:

September 30,
2015

September 30,
2014

Net operating loss carryforward

$ 109,344

$ 85,549

Valuation allowance

(109,344 )

(85,549 )

Net deferred tax asset

$ -

$ -

The net operating loss carryforward was $280,369 at September 30, 2015. The Company provided a valuation allowance equal to the deferred income tax asset for the year ended September 30, 2015 and 2014 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $23,795 in fiscal 2015. The potential tax benefit arising from the loss carryforward will expire in 2035.

Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position

NOTE 4 - IMPAIRMENT OF INVENTORY

The Company’s inventory at September 30, 2014, was comprised of one horse. The horse suffered a slab fracture of a front knee. The horse would not be able to race in the future which impairs the resale value of the filly for purposes of pin hooking. Accordingly, the Company recognized an impairment loss of $8,900 during the year ended September 30, 2014. Management was unsuccessful in finding a third party purchaser and on April 24, 2015, the Company released the horse to the Company’s former director and officer, Mr. John Brocklebank, in exchange for settlement of fees owed (see Note 6).

F-10

Table of Contents

ALL FOR ONE MEDIA CORP.

(formerly Early Equine, Inc.)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

NOTE 5 - CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following:

September 30,
2015

September 30,
2014

Convertible notes payable – unrelated party

$ 11,250

$ -

Convertible notes payable – related party

69,100

58,000

Less: long-term maturities

(22,350 )

(58,000 )

Convertible notes payable, net of long-term maturities

$ 58,000

$ -

As of September 30, 2015 and 2014, accrued interest related to these convertible notes totaled $14,361 and $7,798, respectively.

Convertible note payable – related party

Between January 2012 and August 2015, the Company issued 8% convertible promissory notes to Duane S. Jenson, the Company’s former President and director that provided for additional working capital in the total amount of $69,100. The notes were convertible into shares of the Company’s common stock at a conversion price of $0.25 per share at the option of the Company. The principal amount of the note for $20,000 and accrued interest were due on demand. The principal amount of the note for $38,000 and $11,100 were due on June 19, 2016 and February 25, 2018, respectively.

Convertible note payable – unrelated party

Additionally between February 2015 and June 2015, Clearline Ventures, LLC, an unrelated party, entered into an 8% convertible promissory note to provide additional working capital to the Company in the amount of $11,250 of which $6,250 was paid directly by the note holder for legal fees on behalf of the Company. The principal amount of the note was due on February 25, 2018.

Management evaluated these convertible notes in accordance with ASC 815 and determined that there is no embedded derivative associated with the conversion feature of the note on the date of issuance. Management evaluated these convertible note payable in accordance with ASC 470 and determined that there was no beneficial conversion associated with these notes on the date of issuance.

In October 2015, the Company fully paid the total principal of $80,350 and accrued interest of $14,672 leaving a zero outstanding balance.

NOTE 6 - RELATED PARTY TRANSACTIONS

Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction.

The Company had related party accrued liabilities of $7,564 which the Company had recorded imputed interest of $428 and $758 for the years ended September 30, 2015 and 2014, respectively. The imputed interest has been included to additional paid in capital.

F-11

Table of Contents

ALL FOR ONE MEDIA CORP.

(formerly Early Equine, Inc.)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

NOTE 6 - RELATED PARTY TRANSACTIONS (continued)

On April 24, 2015, the Company entered into a release agreement with Mr. John Brocklebank, the Company’s former director and officer, whereby it exchanged the impaired horse for release of the then outstanding related party fees owed in the amount of $7,564. The amount of the settlement over the impaired value was $5,564 which has been attributed as capital contribution and recorded to additional paid in capital during the year ended September 30, 2015.

The Company had an accounts payable owed to an affiliated company amounting to $12,273 at September 30, 2015. The Company’s former president and director is an officer of the affiliated company. In October 2015, the Company fully paid the total balance of $12,273.

NOTE 7 - STOCKHOLDERS’ DEFICIT

The authorized capital of the Company consists of 50,000,000 shares of common stock, par value $0.001 per share and 5,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2015 and 2014, the Company had 998,500 shares of common stock issued and outstanding.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the Company is involved in litigation matters relating to claims arising from the ordinary course of business. While the results of such claims and legal actions cannot be predicted with certainty, the Company’s management does not believe that there are claims or actions, pending or threatened against the Company, the ultimate disposition of which would have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

NOTE 9 - SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date through October 11, 2016. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the accompanying financial statements other than those set forth below.

Convertible Notes Payable

In October 2015, the Company fully paid the remaining balance of the principal convertible notes of $80,350 and accrued interest of $14,672 leaving a zero outstanding balance (see Note 5).

On June 27, 2016, the Company issued a 10% convertible promissory note for principal borrowings of up to $80,000. The 10% convertible promissory note and all accrued interest are due on June 21, 2018. The Company received initial proceed of $30,000 in June 2016. The note is unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 50% of the volume weighted average price of the Company’s common stock during the 20 trading days immediately preceding the conversion date. During the first 180 days following the date of the note the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium of 150%. After this initial 180 day period, the Company does not have a right to prepay the note. The conversion price, however, is subject to full ratchet anti-dilution in the event that the Company issues any securities at a per share price lower than the conversion price then in effect.

F-12

Table of Contents

ALL FOR ONE MEDIA CORP.

(formerly Early Equine, Inc.)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

NOTE 9 - SUBSEQUENT EVENTS (continued)

In July 2016, the Company received the remaining proceeds from this convertible note in an aggregate amount of $45,000 and the Company paid original issuance cost of $5,000 in connection with this note payable which is being amortized over the term of the note.

The Company evaluated whether or not the convertible promissory note contain embedded conversion features, which meet the definition of derivatives under ASC 815 and related interpretations. The Company determined that the terms of the notes discussed above include a down-round provision under which the conversion price could be affected by future equity offerings undertaken by the Company which cause the embedded conversion options to be accounted for as derivative liabilities. In accordance with ASC 815, the Company shall bifurcate the conversion feature of the convertible notes and record derivative liabilities on their issuance date and adjusted to fair value through earnings at each reporting date. The Company uses the Black-Scholes option pricing model to value the derivative liabilities.

Asset Exchange Agreement

On October 26, 2015, the Company entered into an Asset Exchange Agreement (the “Asset Exchange”) with Crazy For The Boys, LLC (“CFTB”), a privately held company, and certain members owning membership interest in CFTB whereby the Company acquired certain assets from CFTB in exchange for 5,201,500 shares of the Company’s common stock. The assets that were acquired included a movie screenplay, master recordings, trademarks, and web domain names (the “CFTB Assets”).

Consequently, the issuance of 5,201,500 shares of the Company’s common stock to CFTB accounted for approximately 66% of the total issued and outstanding stock of the Company as of October 26, 2015 and the Company became a majority owned subsidiary of CFTB. Upon the closing of the Asset Exchange, the Company’s director resigned and a new board of directors and new officers were appointed which consists of Brian Lukow, Brian Gold and Aimee O’Brien. Following the closing, Mr. Lukow was also appointed as Chief Executive Officer and President of the Company. Mr. Lukow and Mr. Gold (the “CFTB Members”) own approximately 17% and 20% membership interest in CFTB, respectively. Accordingly, the CFTB Members are considered to be founders and promoters of CFTB.

Additionally, the Company evaluated this acquisition transaction in accordance with ASC 805 and determined that the CFTB Assets do not constitute a business. The assets acquired have no processes and no outputs but rather comprised of certain assets consisting of a movie screenplay, master recordings, trademarks, and web domain names.

Employment agreement

F-13

Table of Contents

ALL FOR ONE MEDIA CORP.

(formerly Early Equine, Inc.)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

NOTE 9 - SUBSEQUENT EVENTS (continued)

Corporate director agreements

In October 2015, the Company entered into three corporate director agreements with Mr. Brian Lukow, Mr. Brian Gold and Ms. Aimee O’Brien to serve as members of the Company’s board of directors. The term of the agreements shall continue until September 30, 2016 unless earlier terminated by the Company. As compensation for their services per the terms of their respective corporate director agreements, the Company pays fees to i) Mr. Lukow of 2,000 shares of the Company’s common stock per month calculated at $0.25 per share ii) Ms. O’Brien of 2,000 shares of the Company’s common stock per month calculated at $0.25 per share and iii) Mr. Gold of 2,000 shares of the Company’s common stock per month during the month of service. Pursuant to the agreement, the director who will introduce and arrange for equity funding and acquisitions shall be entitled with a 10% commission fee as defined in the agreement.

Consulting agreement

On January 5, 2016, the Company entered into a two month consulting agreement with a consultant company to provide business advisory services. Pursuant to the consulting agreement, the Company paid a total of $5,000 during the term of the agreement. One of the members of CFTB is an affiliate of this consulting company.

On March 29, 2016, the Company entered into a six-month consulting agreement with a consultant who has agreed to provide strategic planning and business development consulting services to the Company. The term of the agreement commenced on June 1, 2016. In August 2016, the Company entered into an amendment agreement with such consultant to amend the compensation terms whereby both parties agree that the consultant, in exchange for his services will be issued 1,000,000 shares of the Company’s common stock upon effectiveness of the Company’s registration statement and another 1,000,000 shares to be issued upon the effectiveness of another registration statement as defined in the consulting agreement. An additional 2,000,000 share of the Company’s common stock will be issued if the Company renews and extends the term of this agreement.

Operating Lease

In December 2015, the Company executed a month-to-month operating lease agreement located in Boca Raton, Florida. The lease is for a period of 12 months commencing in December 2015 and expiring in December 2016. The lease requires the Company to pay a monthly rent of $1,000. The Company terminated these month-to-month lease agreement for the Boca Raton office in February 2016.

In December 2015, the Company through its wholly owned subsidiary, Tween Entertainment, executed a month-to-month operating lease agreement with the CEO of the Company. The leased premises is located in Mt. Kisco, New York and the initial term is for a period of 12 months commencing in December 2015 and expiring in December 2016. The lease requires the Company to pay a monthly rent of $1,000.

Related Party Loans

During April 2016, the CEO and a director of the Company loaned $201 and $2,500, respectively, to the Company for working capital purposes. This loan is non-interest bearing and is due on demand.

Issuance of Common Stock

F-14

Table of Contents

ALL FOR ONE MEDIA CORP.

(formerly Early Equine, Inc.)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

NOTE 9 - SUBSEQUENT EVENTS (continued)

The common stock sold in October 2015 are subject to a Lock-up/Leak-out Agreement whereby the buying stockholders are restricted from selling the purchased common stock for a period of ninety days from the date the Company close on the Asset Exchange Agreement with CFTB (the “Lock-Up Period”) and a six month Leak-Out Period under which only 1/6 ^th of the holdings of the purchaser can be sold on the six consecutive months following the Lock-Up Period, on a non-cumulative basis. Additionally, in October 2015, certain existing stockholders of the Company who previously held an aggregate of 358,878 shares of common stock also entered into the Lock-Up/Leak-Out Agreement.

In December 2015, the Company sold an aggregate of 140,000 shares of the Company’s common stock for gross proceeds of $30,000 and subscription receivable of $5,000. The Company collected the subscription receivable of $5,000 in January 2016. The Company used these proceeds for working capital purposes.

Between October 2015 and January 2016, the Company issued 65,806 shares of the Company’s common stock to the CEO of the Company as payment for services rendered pursuant to the Employment agreement (see Note 8). The Company valued these common shares at the fair value of $16,452 or $0.25 per common share based on the sale of common stock in a private placement at $0.25 per common share.

Between October 2015 and January 2016, the Company issued 65,806 shares of the Company’s common stock to a consultant as payment for services rendered. The Company valued these common shares at the fair value of $16,452 or $0.25 per common share based on the sale of common stock in a private placement at $0.25 per common share.

Between October 2015 and January 2016, the Company issued an aggregate of 19,740 shares of the Company’s common stock to the three directors of the Company as payment for services rendered pursuant to corporate director agreements (see Note 8). The Company valued these common shares at the fair value of $4,935 or $0.25 per common share based on the sale of common stock in a private placement at $0.25 per common share.

In February 2016, the Company issued 20,000 shares of the Company’s common stock to the CEO of the Company as payment for services rendered pursuant to the Employment agreement (see Note 8). The Company valued these common shares at the fair value of $5,000 or $0.25 per common share based on the sale of common stock in a private placement at $0.25 per common share.

In February 2016, the Company issued 20,000 shares of the Company’s common stock to a consultant as payment for services rendered. The Company valued these common shares at the fair value of $5,000 or $0.25 per common share based on the sale of common stock in a private placement at $0.25 per common share.

In February 2016, the Company issued an aggregate of 6,000 shares of the Company’s common stock to the three directors of the Company as payment for services rendered pursuant to corporate director agreements (see Note 8). The Company valued these common shares at the fair value of $1,500 or $0.25 per common share based on the sale of common stock in a private placement at $0.25 per common share.

F-15

Table of Contents

ALL FOR ONE MEDIA CORP.

(formerly Early Equine, Inc.)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

NOTE 9 - SUBSEQUENT EVENTS (continued)

In April 2016, the Company sold 40,000 shares of the Company’s common stock to a director of the Company for gross proceeds of $4,000. The Company recorded stock based compensation of $10,800 which is equal to the fair value of shares issued in excess of the purchase price of $4,000. The Company has determined that the fair value of the common stock is $0.37 per share which is based on the quoted trading price on the date of grant.

In June 2016, the Company sold an aggregate of 7,000,000 shares of its common stock at $0.0025 per common share for proceeds of $10,000 which was paid by 2 directors of the Company and a settlement of accrued salaries to the CEO of the Company for $7,500. The Company recorded stock based compensation of $1,382,500 which is equal to the fair value of shares issued in excess of the purchase price of $17,500. ASC 718 establishes that share-based payment transactions with employees shall be measured at the fair value of the equity instruments issued. The Company has determined that the fair value of the common stock is $0.20 per share which is based on the quoted trading price on the date of grant.

Between July 2016 and August 2016, the Company issued 40,000 shares of the Company’s common stock to the CEO of the Company as payment for services rendered pursuant to the Employment agreement (see Note 8). The Company shall value these shares based on the quoted trading price on the date of grants.

In July 2016, the Company issued an aggregate of 30,000 shares of the Company’s common stock to the three directors of the Company as payment for services rendered and to be rendered for future services pursuant to corporate director agreements (see Note 8). The Company shall value these shares based on the quoted trading price on the date of grants.

F-16

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

UNAUDITED

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

INDEX

Consolidated Balance Sheets at June 30, 2016 and September 30, 2015 (Unaudited)

F-18

Consolidated Statements of Operations for the three and nine months ended June 30, 2016 and 2015 (Unaudited)

F-19

Consolidated Statements of Cash Flows for the nine months ended June 30, 2016 and 2015 (Unaudited)

F-20

Notes to Unaudited Consolidated Financial Statements

F-21

F-17

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

June 30,

September 30,

2016

2015

(Unaudited)

ASSETS

Current assets:

Cash

$ 30,694

$ 102

Subscription receivable

2,500

-

Prepaid expense

1,500

-

Total current assets

34,694

102

TOTAL ASSETS

$ 34,694

$ 102

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable and accrued liaiblities

$ 34,471

$ 17,805

Accounts payable and accrued liaiblities - related party

-

12,273

Accrued interest

-

491

Convertible notes payable - related party

-

58,000

Accrued interest - related party

-

13,870

Due to related parties

2,701

-

Derivative liabilities

64,015

-

Total current liabilities

101,187

102,439

Long-term liabilities:

Convertible note payable including accrued interest, net of debt discount

108

11,250

Convertible note payable - related party

-

11,100

Total liabilities

101,295

124,789

Commitments and Contingencies (see Note 8)

Stockholders' deficit:

Preferred stock, $0.001 par value; 5,000,000 shares authorized: none shares issued and outstanding

-

-

Common stock, $0.001, 50,000,000 shares authorized: 16,419,852 shares and 998,500 shares issued and ouststanding as of June 30, 2016 and September 30, 2015, respectively

16,420

999

Additional paid-in capital

2,316,051

171,893

Accumulated deficit

(2,399,072 )

(297,579 )

Total Stockholders' deficit

(66,601 )

(124,687 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$ 34,694

$ 102

See accompanying notes to unaudited consolidated financial statements.

F-18

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For the Three Months Ended

June 30,

For the Nine Months Ended

June 30,

2016

2015

2016

2015

Net revenues

$ -

$ -

$ -

$ -

Operating expenses:

Compensation expense

619,900

-

675,203

-

Professional and consulting expense

1,028,528

24,978

1,361,353

32,333

General and administrative expense

8,902

166

30,504

7,484

Total operating expense

1,657,330

25,144

2,067,060

39,817

Loss from operations

(1,657,330 )

(25,144 )

(2,067,060 )

(39,817 )

Other income (expense)

Derivative expense

(37,417 )

-

(37,417 )

-

Change in fair value of derivative liabilities

3,402

-

3,402

-

Interest expense

(107 )

(1,867 )

(418 )

(5,021 )

Total other income (expense)

(34,122 )

(1,867 )

(34,433 )

(5,021 )

Loss before provision for income taxes

(1,691,452 )

(27,011 )

(2,101,493 )

(44,838 )

Provision for income taxes

-

-

-

-

Net loss

$ (1,691,452 )

$ (27,011 )

$ (2,101,493 )

$ (44,838 )

WEIGHTED AVERAGE COMMON SHARES

Basic and Diluted

10,906,863

998,500

8,347,057

998,500

NET LOSS PER COMMON SHARE:

OUTSTANDING - Basic and Diluted

$ (0.16 )

$ (0.03 )

$ (0.25 )

$ (0.04 )

See accompanying notes to unaudited consolidated financial statements.

F-19

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Nine Months Ended

June 30,

2016

2015

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss

$ (2,101,493 )

$ (44,838 )

Adjustments to reconcile net loss to net cash from operating activities:

Amortization of debt discount

83

-

Stock-based compensation

1,953,879

-

Derivative expense

37,417

-

Imputed interest on accrued liabilities - related party

-

428

Change in fair value of derivative liabilities

(3,402 )

-

Changes in assets and liabilities:

Prepaid expenses

(1,500 )

-

Accounts payable and accrued liabilities

16,666

15,356

Accounts payable and accrued liabilities - related parties

(12,273 )

-

Accrued interest

(466 )

-

Accrued interest - related party

(13,870 )

4,593

NET CASH USED IN OPERATING ACTIVITIES

(124,959 )

(24,461 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Advances from related party

2,701

-

Payments on convertible notes

(80,350 )

-

Proceeds from notes payable

30,000

-

Proceeds from notes payable - related party

-

22,250

Proceeds from sale of common stock, net of issuance costs

203,200

-

NET CASH PROVIDED BY FINANCING ACTIVITIES

155,551

22,250

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

30,592

(2,211 )

CASH AND CASH EQUIVALENTS- beginning of period

102

2,573

CASH AND CASH EQUIVALENTS- end of period

$ 30,694

$ 362

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for:

Interest

$ 14,672

$ -

Income taxes

$ -

$ -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Subscription receivable

$ 2,500

$ -

Debt discount due to derivative liabiltiy

$ 30,000

$ -

Issuance of common stock in connection with asset exchange agreement

$ 5,201

$ -

See accompanying notes to unaudited consolidated financial statements.

F-20

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016 AND 2015

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company accounted for the acquisition of the CFTB Assets pursuant to the Asset Exchange under Accounting Standards Codification (“ASC”) 845-10-S99 “Transfer of Nonmonetary Assets by Promoters or Shareholders” whereby the transfer of nonmonetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the company's initial public offering normally should be recorded at the transferors' historical cost basis determined under US GAAP. The Company recorded the acquired CFTB assets at historical cost basis of the nonmonetary assets transferred which amounted to $0. Consequently, the Company valued the issuance of 5,201,500 shares of common stock in connection with the Asset Exchange at par value and a corresponding decrease in additional paid in capital. Additionally, the Company evaluated this acquisition transaction in accordance with ASC 805 and determined that the CFTB Assets do not constitute a business. The assets acquired have no processes and no outputs but rather comprised of certain assets consisting of a movie screenplay, master recordings, trademarks, and web domain names.

On December 15, 2015 the Company organized a new wholly owned subsidiary in the state of Florida, Tween Entertainment Brands, Inc. (“Tween Entertainment”). To date, Tween Entertainment has minimal operating activities and the Company plans to discontinue this subsidiary.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The accompanying interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, which includes consolidated financial statements and present the consolidated financial statements of the Company and its wholly-owned subsidiary as of June 30, 2016. All intercompany transactions and balances have been eliminated. Accordingly, the unaudited consolidated financial statements do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations and should be read in conjunction with the Annual Report for the year ended September 30, 2015. It is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. Significant intercompany accounts and transactions have been eliminated in consolidation. The results for the interim period are not necessarily indicative of the results to be expected for the year ending September 30, 2016.

F-21

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016 AND 2015

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure 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.

Cash

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company did not have cash equivalents at June 30, 2016. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30, 2016, the Company had not reached bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits.

Use of estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to asset valuations and the fair value of common stock issued, valuation of debt discount, the valuation of derivative liabilities and the valuation of stock-based compensation.

Fair value of financial instruments

The Company adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

F-22

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016 AND 2015

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The carrying amounts reported in the consolidated balance sheets for cash, prepaid expense, accounts payable and accrued expenses approximate their estimated fair market value based on the short-term maturity of these instruments. The Company did not identify any other assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance.

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

Level 3 Financial Liabilities - Derivative Liability on Conversion Feature

The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative liability on the conversion feature at every reporting period and recognizes gains or losses in the statements of operations that are attributable to the change in the fair value of the derivative liabilities.

The following table presents the derivative financial instruments, measured and recorded at fair value on the Company’s unaudited condensed balance sheets on a recurring basis, and their level within the fair value hierarchy as of June 30, 2016:

Amount

Level 1

Level 2

Level 3

Derivative liability - Embedded conversion

$ 64,015

$ -

$ -

$ 64,015

Basic and diluted net loss per share

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At June 30, 2016 and 2015, the Company has 285,707 and 321,000 potentially dilutive securities outstanding, respectively, related to the convertible promissory note. Those potentially dilutive common stock equivalents were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss.

Income taxes

F-23

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016 AND 2015

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. The Company's 2015, 2014, and 2013 tax years may still be subject to federal and state tax examination.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Recent Accounting Pronouncements

Accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

NOTE 3 - GOING CONCERN

As reflected in the accompanying unaudited consolidated financial statements, the Company had a net loss and net cash used in operations of approximately $2,101,000 and $125,000, respectively, for the nine months ended June 30, 2016. Additionally the Company had an accumulated deficit of approximately $2,400,000 and working capital deficit of approximately $66,000 at June 30, 2016. These circumstances cause substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations.

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Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016 AND 2015

NOTE 3 - GOING CONCERN (continued)

Uncertainty regarding these matters, raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues, there can be no assurances to that effect.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

June 30,
2016

(Unaudited)

Accounts payable

$ 11,520

Accrued salaries

20,251

Accrued rent

2,700

Total

$
34,471

NOTE 5 - CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following:

June 30,
2016

September 30,
2015

Convertible notes payable – unrelated party

$ -

$ 11,250

Convertible notes payable – related party

-

69,100

Less: current maturities

-

(22,350 )

Convertible notes payable, net of current maturities

$ -

$ 58,000

Convertible note payable – related party

Convertible note payable – unrelated party

Additionally between February 2015 and June 2015, Clearline Ventures, LLC, an unrelated party, entered into an 8% convertible promissory note to provide additional working capital to the Company in the amount of $11,250. The principal amount of the note was due on February 25, 2018.

In October 2015, the Company fully paid the total principal of $80,350 and accrued interest of $14,672 leaving a zero outstanding balance related to this note as of June 30, 2016.

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Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016 AND 2015

NOTE 5 - CONVERTIBLE NOTES PAYABLE (continued)

Long-term convertible note payable

At June 30, 2016, convertible notes payable consisted of the following:

June 30,
2016

Principal amount

$ 30,000

Accrued interest

25

Less: unamortized debt discount

(29,917 )

Convertible notes payable, net – long-term

$ 108

The Company issued a 10% Convertible Promissory Note for principal borrowings of up to $80,000. The 10% convertible promissory note and all accrued interest are due on June 21, 2018. The Company received initial proceed of $30,000 in June 2016. The note is unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 50% of the volume weighted average price of the Company’s common stock during the 20 trading days immediately preceding the conversion date. During the first 180 days following the date of the note the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium of 150%. After this initial 180 day period, the Company does not have a right to prepay the note. The conversion price, however, is subject to full ratchet anti-dilution in the event that the Company issues any securities at a per share price lower than the conversion price then in effect.

The Company evaluated whether or not the convertible promissory note contain embedded conversion features, which meet the definition of derivatives under ASC 815 and related interpretations. The Company determined that the terms of the notes discussed above include a down-round provision under which the conversion price could be affected by future equity offerings undertaken by the Company which cause the embedded conversion options to be accounted for as derivative liabilities. In accordance with ASC 815, the Company has bifurcated the conversion feature of the convertible notes and recorded derivative liabilities on their issuance date and adjusted to fair value through earnings at each reporting date. The Company uses the Black-Scholes option pricing model to value the derivative liabilities.

The note issued during June 2016 were discounted in the amount of $30,000 based on the valuations and the Company recognized an initial derivative expense of $37,417 upon initial recording of the derivative liabilities. The total debt discount from the valuation of the derivatives are being amortized over the terms of the note. These derivative liabilities are then revalued on each reporting date. The gain resulting from the decrease in fair value of these convertible instruments was $3,402 for the nine months ended June 30, 2016. At June 30, 2016, the Company had recorded derivative liability of $64,015.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016 AND 2015

NOTE 5 - CONVERTIBLE NOTES PAYABLE (continued)

During the nine months ended June 30, 2016, the fair value of the derivative liabilities were estimated using the Black-Scholes pricing model with the following assumptions:

Dividend rate

0

Term (in years)

1.98 to 2.00 years

Volatility

197 %

Risk-free interest rate

0.58% to 0.61

%

For the nine months ended June 30, 2016, amortization of debt discounts related to these convertible notes amounted to $83, which has been included in interest expense on the accompanying consolidated statements of operations. Accrued interest related to this convertible note – long term amounted to $25 and $0 at June 30, 2016 and September 30, 2015, respectively.

NOTE 6 - RELATED PARTY TRANSACTIONS

Between January 2012 and August 2015, the Company issued an 8% convertible promissory notes to Duane S. Jenson, the Company’s former President and director that provided for additional working capital in the total amount of $69,100. In October 2015, the Company fully paid the total principal of $69,100 and accrued interest of $13,870 leaving a zero outstanding balance as of June 30, 2016 (see Note 5).

In December 2015, the Company through its wholly owned subsidiary, Tween Entertainment, executed a month to month operating lease agreement with the CEO of the Company. The lease premises is located in Mt. Kisco, New York and the initial term is for a period of 12 months commencing in December 2015 and expiring in December 2016. The lease requires the Company to pay a monthly base rent of $1,000. The Company has paid rent of $4,700 during the nine months ended June 30, 2016.

On January 5, 2016, the Company entered into a 2 month consulting agreement with a consultant company to provide business advisory services. Pursuant to the consulting agreement, the Company paid a total of $5,000 during the term of the agreement. One of the members of CFTB is an affiliate of this consulting company (see Note 8).

During April 2016, the CEO and a director of the Company loaned $201 and $2,500, respectively, to the Company for working capital purposes. This loan is non-interest bearing and is due on demand.

On April 5, 2016, the Company sold 40,000 shares of the Company’s common stock to a director of the Company for gross proceeds of $4,000 (see Note 7).

In June 2016, the Company sold 1,000,000 shares of the Company’s common stock to a consultant at $0.0025 per common share or $2,500. The Company recorded subscription receivable of $2,500 as of June 30, 2016. The Company collected the subscription receivable on September 20, 2016. The consultant is one of the members of CFTB (see Note 7).

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016 AND 2015

NOTE 7 - STOCKHOLDERS’ DEFICIT

The authorized capital of the Company consists of 50,000,000 shares of common stock, par value $0.001 per share and 5,000,000 shares of preferred stock, par value $0.001 per share.

Common stock

On October 26, 2015, the Company entered into the Asset Exchange with CFTB and certain members owning membership interest in CFTB whereby the Company acquired certain assets from CFTB in exchange for 5,201,500 shares of the Company’s common stock (see Note 1). The asset that were acquired included a movie screenplay, master recordings, trademarks, and web domain names. Consequently, the issuance of 5,201,500 shares of the Company’s common stock to CFTB accounted for approximately 66% of the total issued and outstanding stock of the Company as of October 26, 2015 and the Company became a majority owned subsidiary of CFTB. Upon the closing of the Asset Exchange, the Company’s directors resigned and a new board of directors and new officers were appointed which consists of Brian Lukow, Brian Gold and Aimee O’Brien. Following the closing, Mr. Lukow was also appointed as Chief Executive Officer and President of the Company. Mr. Lukow and Mr. Gold own approximately 17% and 20% membership interest in CFTB, respectively. Accordingly, the CFTB Members are considered to be founders and promoters of CFTB.

The Company accounted for the acquisition of the CFTB Assets pursuant to the Asset Exchange under ASC 845-10-S99 “Transfer of Nonmonetary Assets by Promoters or Shareholders” whereby the transfer of nonmonetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the company's initial public offering normally should be recorded at the transferors' historical cost basis determined under US GAAP. The Company recorded the acquired CFTB assets at historical cost basis of the nonmonetary assets transferred which amounted to $0. Consequently, the Company valued the issuance of 5,201,500 shares of common stock in connection with the Asset Exchange at par value and a corresponding decrease in additional paid in capital. Additionally, the Company evaluated this acquisition transaction in accordance with ASC 805 and determined that the CFTB Assets do not constitute a business. The assets acquired have no processes and no outputs but rather comprised of certain assets consisting of a movie screenplay, master recordings, trademarks, and web domain names.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016 AND 2015

NOTE 7 - STOCKHOLDERS’ DEFICIT (continued)

Between March 2016 and May 2016, the Company issued 60,000 shares of the Company’s common stock to the CEO of the Company as payment for services rendered pursuant to the Employment agreement (see Note 8). The Company valued these common shares at the fair value ranging from $0.17 to $0.37 per common share or $14,800 based on the quoted trading price on the date of grants.

Between March 2016 and May 2016, the Company issued an aggregate of 18,000 shares of the Company’s common stock to the three directors of the Company as payment for services rendered pursuant to corporate director agreements (see Note 8). The Company valued these common shares at the fair value ranging from $0.17 to $0.37 per common share based on the quoted trading price on the date of grants.

In April 2016, the Company sold 40,000 shares of the Company’s common stock to a director of the Company for gross proceeds of $4,000. The Company recorded stock based compensation of $10,800 which is equal to the fair value of shares issued in excess of the purchase price of $4,000. The Company has determined that the fair value of the common stock is $0.37 per share which is based on the quoted trading price on the date of grant.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016 AND 2015

NOTE 7 - STOCKHOLDERS’ DEFICIT (continued)

In June 2016, the Company issued 20,000 shares of the Company’s common stock to the CEO of the Company as payment for services rendered pursuant to the Employment agreement (see Note 8). The Company valued these common shares at the fair value of $15,000 or $0.25 per common share based on the quoted trading price on the date of grant.

In June 2016, the Company issued an aggregate of 6,000 shares of the Company’s common stock to the three directors of the Company as payment for services rendered and to be rendered for future services pursuant to corporate director agreements (see Note 8). The Company valued these common shares at the fair value of $1,500 or $0.25 per common share based on the quoted trading price on the date of grant.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Employment agreement

In October 2015, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Brian Lukow, the CEO of the Company. As compensation for his services per the terms of the Employment Agreement, the Company shall pay $5,000 per month and 20,000 shares of the Company’s common stock calculated at $0.25 per share. The Employment Agreement may be terminated by either party upon two months written notice. As of June 30, 2016, accrued salaries to Mr. Lukow amounted to $20,251 and was included in accounts payable and accrued expenses as reflected in the accompanying consolidated balance sheets.

Corporate director agreements

Consulting agreement

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016 AND 2015

NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued)

Operating Lease

In December 2015, the Company through its wholly owned subsidiary, Tween Entertainment, executed a month to month operating lease agreement located in Boca Raton, Florida. The lease is for a period of 12 months commencing in December 2015 and expiring in December 2016. The lease requires the Company to pay a monthly rent of $1,000. The Company terminated these month to month lease agreement for the Boca Raton office in February 2016.

Rent expense was $10,400 for the nine months ended June 30, 2016.

NOTE 9 - SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date through October 11, 2016. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the accompanying unaudited consolidated financial statements other than those set forth below.

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Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements.

The financial statements included in this Registration Statement on Form 10 are listed in Item 13.

(b) Exhibits.

Exhibit Number

Description

3.1

Certificate of Incorporation

3.2

By-Laws

3.3

Articles of Amendment

10.1

Asset Exchange Agreement with Crazy For the Boys, LLC dated October 26, 2015

10.2

Employment Agreement with Brian Lukow

10.3

Board of Directors Agreement with Brian Lukow

10.4

Board of Directors Agreement with Brian Gold

10.5

Consulting Agreement

10.6

Amendment to Consulting Agreement

10.7

Promissory Note with Apollo Capital Corp. dated June 27, 2016

10.8

Promissory Note with Apollo Capital Corp. dated August 25, 2016

10.9

Promissory Note with Apollo Capital Corp. dated October 25, 2016

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

ALL FOR ONE MEDIA CORP.

Date: November 21, 2016
By: /s/ Brian Lukow

Name:
Brian Lukow

Title: President and Chief Executive Officer
(Principal Executive Officer)

Date: November 21, 2016

By:

/s/ Brian Lukow

Name:

Brian Lukow

Title:

Acting Chief Financial Officer

(Acting Principal Financial and Accounting Officer)

Date: November 21, 2016

By:

/s/ Brian Lukow

Name:

Brian Lukow

Title:

Director

Date: November 21, 2016

By:

/s/ Brian Gold

Name:

Brian Gold

Title:

Director

Date: November 21, 2016

By:

/s/ Aimee Ventura O’Brien

Name:

Aimee Ventura O’Brien

Title:

Director

EXHIBIT 3.1

EXHIBIT 3.2

EXHIBIT 3.3

EXHIBIT 10.1

EXHIBIT 10.2

EXHIBIT 10.3

EXHIBIT 10.4

EXHIBIT 10.5

EXHIBIT 10.6

EXHIBIT 10.7

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

$80,000.00 CONVERTIBLE PROMISSORY NOTE

This is an $80,000.00 Convertible Promissory Note of All for One Media Corp., a Utah corporation (the “ Borrower ”). As used herein, the term “ Note ” shall refer to this Note, which represents a duly authorized and validly issued debt of the Borrower.

FOR VALUE RECEIVED, the Borrower hereby promises to pay to the order of Apollo Capital Corp., a Florida corporation (“ Apollo ”), or registered assigns, the Principal Sum of $80,000.00 (the “ Principal Sum ”), together with any interest as set forth herein, two years months after the Principal Sum is delivered to Borrower by Apollo (the “ Maturity Date ”), and to pay interest compounded annually on the unpaid principal balance hereof at the rate of ten percent (10%) (the “ Interest Rate ”) per annum from June 21st, 2016 (or such later date as the Principal Sum was delivered to Borrower by Apollo) (the “ Issue Date ”) until the same becomes due and payable, whether at maturity, upon acceleration, by prepayment or otherwise.

Upon the execution of this Note, the sum of $75,000.00 shall be remitted and delivered to the Company f or its assigns (as set forth on the Disbursement Instructions attached hereto as Exhibit A) and a $5,000.00 original issue discount (the “ OID ”) shall be paid by Borrower for due diligence and Apollo’s legal Fees related to this transaction. The OID is set at $5,000.00.

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the due date thereof until the same is paid (“ Default Interest ”). Default Interest shall commence accruing on the date that the Note is fully paid and shall be compounded annually and computed on the basis of a 365-day year. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “ Common Stock ”), in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “ business day ” shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.

This Note is free from all taxes, liens, claims, and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right . The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the Issue Date and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “ Conversion Price ”) determined as provided herein (a “ Conversion ”); provided , however , that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso; provided , further , however , that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61 ^st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit B (the “ Notice of Conversion ”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “ Conversion Date ”). The term “ Conversion Amount ” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.

1.2 Conversion Price .

(a) Calculation of Conversion Price . The conversion price (the “ Conversion Price ”) (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, and similar events). The “ Conversion Price ” shall mean 50% of the volume weighted average price of such common stock (representing a 50% discount) during the twenty Trading Days immediately preceding the Conversion Date. If within twenty (20) business days after the “Clearing Date” ( as defined below), the Common Stock has a trading price that is lower than that set forth in the Notice of Conversion, the Conversion Price will be reset and reduced to the lowest Traded Price during that period. If the shares have not been delivered within three (3) business days from the date of the notice of conversion to the Company, the Notice of Conversion may be rescinded. “ Trading Day(s) ” shall mean any day(s) on which the Common Stock is quotable for any period on the OTC, or tradable on the principal securities exchange or other securities market on which the Common Stock is then being traded. For purposes of this Agreement, the “Clearing Date” shall be the date when the Holder has commenced selling the converted shares. Prior to the Clearing date the converted common stock shall have been deposited into the Holders brokerage account and the said broker shall have confirmed to the Holder that the selling of stock may commence. The conversion amount for each conversion shall be reduced by a flat fee of $600.00, which shall represent fees indirectly to be charged to the Borrower to cover the Holder’s costs associated with each such conversion.

(b) Conversion Price During Major Announcements . Notwithstanding anything contained in Section 1.2(a) to the contrary, in the event the Borrower (i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly announces a tender offer to purchase 50% or more of the Borrower’s Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred to as the “ Announcement Date ”), then the Conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of (x) the Conversion Price which would have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in effect. From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in this Section 1.2(a). For purposes hereof, “ Adjusted Conversion Price Termination Date ” shall mean, with respect to any proposed transaction or tender offer (or takeover scheme) for which a public announcement as contemplated by this Section 1.2(b) has been made, the date upon which the Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed transaction or tender offer (or takeover scheme) which caused this Section 1.2(b) to become operative.

1.3 Authorized Shares . The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower is required at all times to have authorized and reserved 1,500,000 shares of Common Stock (the “ Reserved Amount ”). The Authorized and Reserved Amount may be increased from time to time in accordance with the Borrower’s obligations hereunder upon receipt of the consent of Borrower. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid, and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Note shall be convertible at the then-current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion under this Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if the reserve amount as stated in this section is not maintained, the Borrower shall pay to the Holder $500.00 per day in cash, for each day beyond the Deadline (as hereinafter defined) that the Borrower fails to execute and maintain such reserve. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, and interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.3 are justified.

1.4 Method of Conversion .

(a) Mechanics of Conversion . Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time one hundred and eighty days after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail, or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.

(b) Surrender of Note upon Conversion . Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c) Payment of Taxes . The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

(d) Delivery of Common Stock Upon Conversion . Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder a stock certificate for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “ Deadline ”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof. Such stock shall be issued as restricted shares unless the Holder qualifies for a valid exemption under the Securities Act of 1933 and submits all required paperwork (including an opinion letter) that allows the stock to be issued without a restricted legend.

(e) Obligation of Borrower to Deliver Common Stock . Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date.

(f) Delivery of Common Stock by Electronic Transfer . In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“ DTC ”) Fast Automated Securities Transfer (“ FAST ”) program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“ DWAC ”) system. Notwithstanding the foregoing, the Borrower is not participation in FAST or DWAC as of the date of this Note.

(g) Failure to Deliver Common Stock Prior to Deadline . Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $500.00 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, and interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.

1.5 Concerning the Shares . The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“ Rule 144 ”) or (iv) such shares are transferred to an “ affiliate ” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in Regulation D). Subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.6 Effect of Certain Events .

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “ Person ” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers, or share exchanges.

(c) Adjustment Due to Dilutive Issuance . If, at any time when any Note are issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “ Dilutive Issuance ”), then, immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance.

The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“ Convertible Securities ”) (such warrants, rights, and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “ Options ”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the “ price per share for which Common Stock is issuable upon the exercise of such Options ” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus , in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options), and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the “ price per share for which Common Stock is issuable upon such conversion or exchange ” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

(d) Purchase Rights . If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “ Purchase Rights ”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(f) Notice of Adjustments . Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

1.7 Trading Market Limitations . Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “ Maximum Share Amount ”), which shall be 4.99% of the total shares outstanding as of the date hereof, subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations, and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default under Section 3.3 of the Note.

1.8 Status as Stockholder . Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10 ^th ) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s failure to convert this Note.

1.9 Prepayment . Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the “ Prepayment Periods ”), the Borrower shall have the right, exercisable on not less than ten (10) Trading Days’ prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “ Optional Prepayment Notice ”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than ten (10) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “ Optional Prepayment Date ”), less any amount due hereunder in respect of which the Holder shall have initiated exercise of its conversion rights hereunder, the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the order of the Holder as specified by the Holder in writing to the Borrower, at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “ Optional Prepayment Amount ”) equal to the percentage (the “ Prepayment Percentage ”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Prepayment Period

Prepayment Percentage

1. The period beginning on the Issue Date and ending 90 Days following the Date of the note

150 %

2. The period beginning 91 Days after the Issue Date and ending 180 Days following the Date of the note

150 %

After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment, unless otherwise agreed upon by the Holder of the Note.

ARTICLE II. CERTAIN COVENANTS

2.1 Distributions on Capital Stock . So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any stockholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

2.2 Restriction on Stock Repurchases . So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

2.3 Advances and Loans . So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries, and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business, or (c) not in excess of $100,000.00.

2.4 First right of refusal for additional Funding . The Borrower hereby grants the Holder a five (5) business day right of first refusal to provide the Borrower with any and all of the Borrower future capital needs until the Holder has converted this Note in full or until the Borrower’s obligations to the Holder hereunder are otherwise satisfied in full. The Borrower will give the Holder ten (10) business days’ prior written notice by email, receipt requested, of all capital needs during the period of such right of first refusal.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “ Event of Default ”) shall occur:

3.1 Failure to Pay Principal or Interest . The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

3.2 Conversion and the Shares . The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement, or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered, or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

3.3 Breach of Covenants . The Borrower breaches any material covenant or other material term or condition contained in this Note and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from the Holder.

3.4 Breach of Representations and Warranties . Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note.

3.5 Receiver or Trustee . The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.6 Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $500,000.00, and shall remain unvacated, unbonded, or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7 Bankruptcy . Bankruptcy, insolvency, reorganization, or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.8 Delisting of Common Stock . The Common Stock shall not be eligible for quotation on the OTC Pink Sheets or other OTC market.

3.9 Failure to Comply with the Exchange Act . The Borrower shall fail to register its class of common stock under the Exchange Act promptly following the date of this Note and thereafter (i) fail to comply with the reporting requirements of the Exchange Act and/or (ii) cease to be subject to the reporting requirements of the Exchange Act.

3.10 Liquidation . Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.11 Cessation of Operations . Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due; provided , however , that any disclosure of the Borrower’s ability to continue as a “ going concern ” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.12 Maintenance of Assets . The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

3.13 Replacement of Transfer Agent . In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant hereto (including, but not limited to, the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.14 Cross-Default . Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “ Other Agreements ” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided , however , the term “ Other Agreements ” shall not include any related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO THE DEFAULT SUM (AS DEFINED HEREIN). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event exercisable through the delivery of written notice to the Borrower by such Holders (the “ Default Notice ”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3.1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of 150% times the sum of (w) the then-outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “ Mandatory Prepayment Date ”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then-outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y), and (z) shall collectively be known as the “ Default Sum ”).

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

3.15 OTC Pink Marketplace Segments . If (i) the Common Stock of the Borrower or the Borrower itself has any notation on the OTC Markets Group website (www.otcmarkets.commarketplaces/otc-pink) other than “Current Information,” or “Alternative Reporting” i . e ., “Limited Information” (Yield Sign) or “No Information” (Stop Sign), or if the Common Stock of the Borrower is shown only as quoted on the “grey markets,” and (ii) by reason thereof, the Holder is unable to obtain a standard “144 legal opinion” from an attorney reasonably acceptable to The Holder, its brokerage firm, and the Company’s transfer agent in order to facilitate the Holder’s conversion of any of the Borrower’s obligations hereunder into shares of the Borrower’s Common Stock and thereupon deposit such shares into the Holder’s brokerage account, then (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $500.00 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to the Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, and interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver . No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices . All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, facsimile, or e-mail addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile or e-mail, with accurate confirmation generated by the transmitting facsimile machine or computer, if possible, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second (2 ^nd ) business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

All for One Media Corp.

Brian Lukow (president)

236 Sarles Street

Mt. Kisco, New York 10549

E-mail: brian@entbrands.com

If to the Holder:

APOLLO CAPITAL CORP.

7050 Aloma Ave.

Winter Park, Florida 32792

Attn: Yohan Naraine, President

E-mail: yohan.naraine@gmail.com

With a copy by fax or e-mail only to (which copy shall not constitute notice):

Baker & Hostetler LLP

600 Anton Blvd. – Suite 900

Costa Mesa, California 92626

Attn: Randolf W. Katz

Facsimile: 714-966-8802

E-mail: rwkatz@bakerlaw.com

4.3 Amendments . This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “ Note ” and all references thereto, as used herein, shall mean this Note, as originally executed, or if amended or supplemented, then as so amended or supplemented.

4.4 Assignability . This Note shall be binding upon the Borrower and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “ accredited investor ” (as defined in Rule 501(a) of the Securities Act of 1933, as amended). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

4.5 Cost of Collection . If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the State of New York and County of Manhattan. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7 Certain Amounts . Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

4.8 Reserved .

4.9 Notice of Corporate Events . Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s stockholders (and copies of proxy materials and other information sent to stockholders). In the event of any taking by the Borrower of a record of its stockholders for the purpose of determining stockholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining stockholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.

4.10 Remedies . The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its name by its duly authorized officer this 27 ^th day of June, 2016

All for One Media Corp.

By: /s/ Brian Lukow

Brian Lukow (President)

EXHIBIT 10.8

$85,000.00 CONVERTIBLE PROMISSORY NOTE

This is an $85,000.00 Convertible Promissory Note of All for One Media Corp., a Utah corporation (the “ Borrower ”). As used herein, the term “ Note ” shall refer to this Note, which represents a duly authorized and validly issued debt of the Borrower.

FOR VALUE RECEIVED, the Borrower hereby promises to pay to the order of Apollo Capital Corp., a Florida corporation (“ Apollo ”), or registered assigns, the Principal Sum of $85,000.00 (the “ Principal Sum ”), together with any interest as set forth herein, two years after the Principal Sum is delivered to Borrower by Apollo (the “ Maturity Date ”), and to pay interest compounded annually on the unpaid principal balance hereof at the rate of ten percent (10%) (the “ Interest Rate ”) per annum from August 25, 2016 (or such later date as the Principal Sum was delivered to Borrower by Apollo) (the “ Issue Date ”) until the same becomes due and payable, whether at maturity, upon acceleration, by prepayment or otherwise.

Upon the execution of this Note, the sum of $80,000.00 shall be remitted and delivered to the Company (in one or more tranches) and $5,000.00 shall be retained by the Purchaser through an original issue discount (the “ OID ”) to cover Holder’s accounting fees, due diligence fees, monitoring, and/or other non-legal transactional costs incurred in connection with the purchase and sale of the Note.

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.2 Conversion Price .

1.4 Method of Conversion .

1.6 Effect of Certain Events .

After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment, unless otherwise agreed upon by the Holder of the Note.

ARTICLE II. CERTAIN COVENANTS

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “ Event of Default ”) shall occur:

3.1 Failure to Pay Principal or Interest . The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

3.6 Judgments . Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $500,000.00, and shall remain unvacated, unbonded, or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.8 Delisting of Common Stock . The Common Stock shall not be eligible for quotation on the OTC Pink Sheets or other OTC market.

3.10 Liquidation . Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.16 Inside Information . Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of material non-public information concerning the Borrower, to the holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.

3.17 No Bid . At any time while this Note is outstanding, the lowest Trading Prices on the OTC Pink or other applicable principal trading market for the Common Stock is equal to or less than $0.0001, or less than the par value, if any, of the Common Stock.

ARTICLE IV. MISCELLANEOUS

If to the Borrower, to:

All for One Media Corp.

Brian Lukow (president)

236 Sarles Street

Mt. Kisco, New York 10549

E-mail: brian@entbrands.com

If to the Holder:

APOLLO CAPITAL CORP.

7050 Aloma Ave.

Winter Park, Florida 32792

Attn: Yohan Naraine, President

E-mail: yohan.naraine@gmail.com

With a copy by fax or e-mail only to (which copy shall not constitute notice):

Baker & Hostetler LLP

600 Anton Blvd. – Suite 900

Costa Mesa, California 92626

Attn: Randolf W. Katz

Facsimile: 714-966-8802

E-mail: rwkatz@bakerlaw.com

4.5 Cost of Collection . If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6 Governing Law . This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the State of New York and County of Manhattan. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.8 Reserved .

IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its name by its duly authorized officer this 25 ^th day of August, 2016

All for One Media Corp.

By: /s/ Brian Lukow

Brian Lukow (President)

EXHIBIT 10.9

Utah		5592357-1042
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class to be so registered		Name of each exchange on which each class is to be registered
None		None

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

Item 1.	Business.	3
Item 1A.	Risk Factors.	4
Item 2.	Financial Information.	10
Item 3.	Properties.	12
Item 4.	Security Ownership of Certain Beneficial Owners and Management.	12
Item 5.	Directors and Executive Officers.	13
Item 6.	Executive Compensation.	15
Item 7.	Certain Relationships and Related Transactions, and Director Independence.	16
Item 8.	Legal Proceedings.	17
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.	17
Item 10.	Recent Sales of Unregistered Securities.	17
Item 11.	Description of Registrant’s Securities to be Registered.	19
Item 12.	Indemnification of Directors and Officers.	19
Item 13.	Financial Statements and Supplementary Data.	20
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	21
Item 15.	Financial Statements and Exhibits.	21
SIGNATURES		22

	·	the quality and acceptance of other competing records or films released into the marketplace at or near the same time;
	·	critical reviews;
	·	the availability of alternative forms of entertainment and leisure activities;
	·	general economic conditions; and
	·	various other tangible and intangible factors.

	·	variations in our operating results;
	·	changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;
	·	changes in operating and stock price performance of other companies in our industry;
	·	additions or departures of key personnel; and
	·	future sales of our common stock.

	·	that a broker or dealer approve a person’s account for transactions in penny stocks; and
	·	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

	·	obtain financial information and investment experience objectives of the person; and
	·	make a reasonable determination that the transaction in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

	·	sets forth the basis on which the broker or dealer made the suitability determination; and
	·	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership (1)		Percent of Class (2)
Brian Lukow (3)	Common Stock		4,116,641		24.96	%
Brian Gold (4)	Common Stock		4,126,880		25.03	%
Aimee Ventura O’Brien (5)	Common Stock		1,426,580		8.65	%
Directors and Officers as a Group			9,670,101		58.64	%
Crazy for the Boys, LLC (6)	Common Stock		5,201,500		31.54	%
Michael Strasser (7)	Common Stock		1,000,000		6.06	%

1.	The number and percentage of shares beneficially owned is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
2.	Based on 16,489,852 issued and outstanding shares of common stock as of October 11, 2016.
3.	Brian Lukow is a director and the Company’s President. Mr. Lukow’s ownership includes his interests in Crazy for the Boys, LLC.
4.	Brian Gold is a director of the Company. Mr. Gold’s ownership includes his interests in Crazy for the Boys, LLC.
5.	Aimee Ventura O’Brien is a director and the Company’s Secretary.
6.	Brian Lukow, the Company’s President and director, is the managing member of Crazy for the Boys, LLC and owns approximately 17% of CFTB. Brian Gold, a director of the Company, owns approximately 20% of CFTB.
7.	Michael Strasser is a member of CFTB.

Name and Business Address	Age	Position
Brian J. Lukow	57	President and Director
Brian Gold	60	Director
Aimee Ventura O’Brien	52	Secretary and Director

	·	have been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
	·	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
	·	have been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
	·	have been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
	·	have been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or have been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Name & Principal Position	Year	Salary ($)		Bonus		Stock Awards ($)		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total ($)

Brian Lukow,	2015	$	0	$	0	$	0	$	0	$	0	$	0	$	0
President	2014	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Aimee Ventura O’Brien,	2015	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Secretary	2014	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Name	Fees earned or paid in cash ($)		Stock awards ($)		Option awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in pension value and nonqualified deferred compensation earnings		All Other Compensation ($)		Total ($)

Brian Lukow	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Brian Gold	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Aimee Ventura O’Brien	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Reports of Independent Registered Public Accounting Firms		F-1 - F-2
Balance Sheets as of September 30, 2015 and 2014		F-3
Statements of Operations for the Years Ended September 30, 2015 and 2014		F-4
Statements of Changes in Stockholders’ Deficit for the Years Ended September 30, 2015 and 2014		F-5
Statements of Cash Flows for the Years Ended September 30, 2015 and 2014		F-6
Notes to Financial Statements		F-7

ALL FOR ONE MEDIA CORP.
(FORMERLY EARLY EQUINE, INC.)
BALANCE SHEETS

	September 30,			September 30,
	2015			2014

ASSETS

Current assets:
Cash	$	102		$	2,573
Inventory		-			2,000
Total current assets		102			4,573
TOTAL ASSETS	$	102		$	4,573

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$	17,805		$	449
Accounts payable and accrued liabilities - related party		12,273			7,564
Accrued interest		491			-
Accrued interest - related party		13,870			7,798
Convertible notes payable - related party		58,000			58,000
Total current liabilities		102,439			73,811

Long-term liabilities:
Convertible note payable		11,250			-
Convertible note payable - related party		11,100			-

TOTAL LIABILITIES		124,789			73,811

Commitments and Contingencies (see Note 8)

Stockholders' deficit:
Preferred stock, $0.001 par value; 5,000,000 shares authorized: none shares issued and outstanding		-			-
Common stock, $0.001, 50,000,000 shares authorized: 998,500 shares issued and ouststanding as of September 30, 2015 and 2014		999			999
Additional paid-in capital		171,893			165,901
Accumulated deficit		(297,579	)		(236,138	)
Total Stockholders' deficit		(124,687	)		(69,238	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	102		$	4,573

ALL FOR ONE MEDIA CORP.
(FORMERLY EARLY EQUINE, INC.)
STATEMENTS OF OPERATIONS

	For the Years Ended
	September 30,
	2015			2014

Net revenues	$	-		$	-

Operating expenses:
Impairment loss		-			8,900
General and administrative expense		54,449			14,468
Total operating expense		54,449			23,368
Loss from operations		(54,449	)		(23,368	)

Other expense
Interest expense		(6,992	)		(5,475	)
Total other expense		(6,992	)		(5,475	)

Loss before provision for income taxes		(61,441	)		(28,843	)

Provision for income taxes		-			-
Net loss	$	(61,441	)	$	(28,843	)

WEIGHTED AVERAGE COMMON SHARES
Basic and Diluted		998,500			998,500

NET LOSS PER COMMON SHARE:
OUTSTANDING - Basic and Diluted	$	(0.06	)	$	(0.03	)

ALL FOR ONE MEDIA CORP.
(FORMERLY EARLY EQUINE, INC.)
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014

	Preferred Stock $0.001 Par Value				Common Stock $0.001 Par Value				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit

Balance, September 30, 2013		-	$	-		998,500	$	999	$	165,143	$	(207,295	)	$	(41,153	)

Imputed interest on accrued liabilities - related party as of September 30, 2014		-		-		-		-		758		-			758

Net loss for the year ended September 30, 2014		-		-		-		-		-		(28,843	)		(28,843	)

Balance, September 30, 2014		-		-		998,500		999		165,901		(236,138	)		(69,238	)

Imputed interest on accrued liabilities - related party as of September 30, 2015		-		-		-		-		428		-			428

Capital contribution by a former director of the Company		-		-		-		-		5,564		-			5,564

Net loss for the year ended September 30, 2015		-		-		-		-		-		(61,441	)		(61,441	)

Balance, September 30, 2015		-	$	-		998,500	$	999	$	171,893	$	(297,579	)	$	(124,687	)

ALL FOR ONE MEDIA CORP.
(FORMERLY EARLY EQUINE, INC.)
STATEMENTS OF CASH FLOWS

	For the Years Ended
	September 30,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(61,441	)	$	(28,843	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment loss		-			8,900
Imputed interest on accrued liabilities - related party		428			758
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		23,606			(2,446	)
Accounts payable and accrued liabilities - related party		12,273			-
Accrued interest		491			-
Accrued interest - related party		6,072			4,717
NET CASH USED IN OPERATING ACTIVITIES		(18,571	)		(16,914	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable		5,000			-
Proceeds from convertible notes payable - related party		11,100			16,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		16,100			16,000

NET INCREASE IN CASH AND CASH EQUIVALENTS		(2,471	)		(914	)

CASH AND CASH EQUIVALENTS- beginning of year		2,573			3,487

CASH AND CASH EQUIVALENTS- end of year	$	102		$	2,573

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Capital contribution from a former director of the Company	$	5,564		$	-
Imputed interest on accrued liabilities - related party	$	428		$	758
Convertible note issued for legal fees paid by note holder on behalf of the Company	$	6,250		$	-

	Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
	Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
	Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

	Year Ended September 30, 2015			Year Ended September 30, 2014
Income tax benefit at U.S. statutory rate of 34%	$	(20,890	)	$	(10,095	)
Income tax benefit - State		(3,072	)		(1,154	)
Non-deductible expenses		167			256
Increase in valuation allowance		23,795			10,993
Total provision for income tax	$	-		$	-

Deferred Tax Asset:	September 30, 2015			September 30, 2014
Net operating loss carryforward	$	109,344		$	85,549
Valuation allowance		(109,344	)		(85,549	)
Net deferred tax asset	$	-		$	-

	September 30, 2015			September 30, 2014
Convertible notes payable – unrelated party	$	11,250		$	-
Convertible notes payable – related party		69,100			58,000
Less: long-term maturities		(22,350	)		(58,000	)
Convertible notes payable, net of long-term maturities	$	58,000		$	-

Consolidated Balance Sheets at June 30, 2016 and September 30, 2015 (Unaudited)		F-18
Consolidated Statements of Operations for the three and nine months ended June 30, 2016 and 2015 (Unaudited)		F-19
Consolidated Statements of Cash Flows for the nine months ended June 30, 2016 and 2015 (Unaudited)		F-20
Notes to Unaudited Consolidated Financial Statements		F-21

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

	June 30,			September 30,
	2016			2015
	(Unaudited)
ASSETS

Current assets:
Cash	$	30,694		$	102
Subscription receivable		2,500			-
Prepaid expense		1,500			-
Total current assets		34,694			102
TOTAL ASSETS	$	34,694		$	102

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued liaiblities	$	34,471		$	17,805
Accounts payable and accrued liaiblities - related party		-			12,273
Accrued interest		-			491
Convertible notes payable - related party		-			58,000
Accrued interest - related party		-			13,870
Due to related parties		2,701			-
Derivative liabilities		64,015			-
Total current liabilities		101,187			102,439

Long-term liabilities:
Convertible note payable including accrued interest, net of debt discount		108			11,250
Convertible note payable - related party		-			11,100
Total liabilities		101,295			124,789

Commitments and Contingencies (see Note 8)

Stockholders' deficit:
Preferred stock, $0.001 par value; 5,000,000 shares authorized: none shares issued and outstanding		-			-
Common stock, $0.001, 50,000,000 shares authorized: 16,419,852 shares and 998,500 shares issued and ouststanding as of June 30, 2016 and September 30, 2015, respectively		16,420			999
Additional paid-in capital		2,316,051			171,893
Accumulated deficit		(2,399,072	)		(297,579	)
Total Stockholders' deficit		(66,601	)		(124,687	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	34,694		$	102

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2016			2015			2016			2015

Net revenues	$	-		$	-		$	-		$	-

Operating expenses:
Compensation expense		619,900			-			675,203			-
Professional and consulting expense		1,028,528			24,978			1,361,353			32,333
General and administrative expense		8,902			166			30,504			7,484
Total operating expense		1,657,330			25,144			2,067,060			39,817
Loss from operations		(1,657,330	)		(25,144	)		(2,067,060	)		(39,817	)

Other income (expense)
Derivative expense		(37,417	)		-			(37,417	)		-
Change in fair value of derivative liabilities		3,402			-			3,402			-
Interest expense		(107	)		(1,867	)		(418	)		(5,021	)
Total other income (expense)		(34,122	)		(1,867	)		(34,433	)		(5,021	)

Loss before provision for income taxes		(1,691,452	)		(27,011	)		(2,101,493	)		(44,838	)

Provision for income taxes		-			-			-			-
Net loss	$	(1,691,452	)	$	(27,011	)	$	(2,101,493	)	$	(44,838	)

WEIGHTED AVERAGE COMMON SHARES
Basic and Diluted		10,906,863			998,500			8,347,057			998,500

NET LOSS PER COMMON SHARE:
OUTSTANDING - Basic and Diluted	$	(0.16	)	$	(0.03	)	$	(0.25	)	$	(0.04	)

ALL FOR ONE MEDIA CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Nine Months Ended June 30,
	2016			2015

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(2,101,493	)	$	(44,838	)
Adjustments to reconcile net loss to net cash from operating activities:
Amortization of debt discount		83			-
Stock-based compensation		1,953,879			-
Derivative expense		37,417			-
Imputed interest on accrued liabilities - related party		-			428
Change in fair value of derivative liabilities		(3,402	)		-
Changes in assets and liabilities:
Prepaid expenses		(1,500	)		-
Accounts payable and accrued liabilities		16,666			15,356
Accounts payable and accrued liabilities - related parties		(12,273	)		-
Accrued interest		(466	)		-
Accrued interest - related party		(13,870	)		4,593
NET CASH USED IN OPERATING ACTIVITIES		(124,959	)		(24,461	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related party		2,701			-
Payments on convertible notes		(80,350	)		-
Proceeds from notes payable		30,000			-
Proceeds from notes payable - related party		-			22,250
Proceeds from sale of common stock, net of issuance costs		203,200			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		155,551			22,250

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		30,592			(2,211	)

CASH AND CASH EQUIVALENTS- beginning of period		102			2,573

CASH AND CASH EQUIVALENTS- end of period	$	30,694		$	362

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	14,672		$	-
Income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Subscription receivable	$	2,500		$	-
Debt discount due to derivative liabiltiy	$	30,000		$	-
Issuance of common stock in connection with asset exchange agreement	$	5,201		$	-

		Amount				Level 1				Level 2				Level 3
Derivative liability - Embedded conversion		$	64,015			$	-			$	-			$	64,015

	June 30, 2016 (Unaudited)

Accounts payable	$	11,520
Accrued salaries		20,251
Accrued rent		2,700
Total	$	34,471