UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

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

For the quarterly period ended September 30, 2017

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

For the transition period from _______to________

Commission file number 333-153035

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e),

the Company is not required to provide the information required by this Item.

MOMENTOUS ENTERTAINMENT GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		46-4446281
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification Number)

PO Box 861, Sugar Land, Texas 77487-0861

(Address of principal executive offices)

800-314-8912

(Registrant’s telephone number)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

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

At November 20, 2017, the number of shares of the Registrant’s common stock outstanding was 10,967,374,360.

EXPLANATORY NOTE

The purpose of the Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 20, 2017 (the “Form 10-Q”), is to furnish Exhibit 101 to the form 10-Q and to update the Consolidated Balance Sheets, and Consolidated Statement of Cash Flows, along with Note 7 – Disposition of Poolworks (Germany), Ltd., and Note 10 – Accounts Payable and Accrued Expenses, and to properly reflect the disposition of Poolworks and properly reflect results of operations, results of discontinued operations and impairment of the related intangible assets.

The restatement footnote in the updated financial statements contain material revisions to the originally filed financial statements and details those changes.

This Amendment No. 1 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date of November 20, 2017. No other changes have been made to the form 10-Q.

Pursuant to rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1033, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

MOMENTOUS ENTERTAINMENT GROUP, INC.

INDEX

	PART I
ITEM 1	FINANCIAL STATEMENTS	4
ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
ITEM 4	CONTROLS AND PROCEDURES	34

	PART II
ITEM I	LEGAL PROCEEDINGS	35
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	35
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	35
ITEM 4	MINE SAFETY DISCLOSURES	35
ITEM 5	OTHER INFORMATION	35
ITEM 6	EXHIBITS	35
	SIGNATURES	36

PART I

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management's beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management's Discussion and Analysis of Financial Condition or Plan of Operation.” Forward- looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Consolidated Unaudited Balance Sheets

For the Nine-Month Periods Ended September 30, 2017 and 2016

		September 30, 2017		December 31, 2016
ASSETS		(Restated)
Current Assets:
Cash	$	648	$	15,704
Deferred production costs		51,682		47,543
Assets of discontinued operations		148,837		-
Total Current Assets		201,167		63,247
Intangible assets		320,000		-
Prepaid expenses and other assets		186,538		23,397
Total Assets	$	707,705	$	86,644

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	235,192	$	148,476
Accrued expenses		75,425		20,993
Due to Company president		333,787		418,223
Convertible notes payable, net		191,675		164,000
Notes payable		229,720		18,735
Derivative liability		2,147,233		913,079
Liabilities of discontinued operations		37,138,855		-
Total Current Liabilities		40,351,887		1,683,506
Total Liabilities		40,351,887		1,683,506

Stockholders’ Deficit:
Preferred stock A: $0.001 par value, 1,000 shares issued and authorized		1		1
Preferred stock B: $0.001 par value; 50,000,000 shares authorized; 139,000 and 137,000 shares issued and outstanding		139		137
Common stock: $0.001 par value; 14,950,000,000 shares authorized; 7,986,323,930 and 520,921,319 shares issued and outstanding		7,986,324		520,921
Paid-in capital		(3,427,694)		1,417,371
Accumulated deficit		(44,202,952)		(3,535,292)
Total Stockholder's Deficit		(39,644,182)		(1,596,862)
Total	$	707,705	$	86,644

The Accompanying Notes are an Integral Part of These Financial Statements

MOMENTOUS ENTERTAINMENT GROUP, INC.

Consolidated Unaudited Statements of Operations

For the Nine-Month Periods Ended September 30, 2017 and 2016

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2017		2016		2017		2016
		(Restated)				(Restated)
Operations:
Revenue	$	103,714	$	-	$	135,661	$	2,500
Impairment of goodwill		2,297,000				2,297,000
Operating expenses		852,507		121,121		1,369,102		542,062

Loss from operations		(3,045,793)		(121,121)		(3,530,441)		(539,562)

Loss from discontinued operations		(39,990,951)		-		(40,780,852)		-

Other Income (Expense)
Interest expense		(455,475)		(6,538)		(629,715)		(289,767)
Derivative liability gain (loss)		(1,540,076)		69,545		(1,297,560)		108,480
Debt discount amortization		(527,893)		-		(527,893)		-
Foreign Currency -Gain		3,343,656		-		6,098,801		-
Total Other Expense		820,212		63,007		3,643,633		(181,287)

Net loss	$	(42,216,532)	$	(58,114)	$	(40,667,660)	$	(720,849)

Net loss per share	$	(0.01)	$	(0.00)	$	(0.03)	$	(0.01)

Weighted Average Number of Shares Outstanding		3,005,362,162		91,454,000		1,483,169,241		87,142,990

The Accompanying Notes are an Integral Part of These Financial Statements

MOMENTOUS ENTERTAINMENT GROUP, INC.

Consolidated Unaudited Statements of Changes in Shareholders’ Equity

For the Nine-Month Periods Ended September 30, 2017 and 2016

	Preferred A Stock	Preferred B Stock	Preferred Stock Amount	Common Stock	Common Stock Amount	Additional Paid-In Capital	Accumulated Deficit	Total
							(Restated)	(Restated)
Balance, January 1, 2017	1,000	137,000	$138	520,921,319	$520,921	$1,417,371	$(3,535,292)	$(1,596,862)
Issuance of shares upon conversion of debt	-	-	-	6,601,402,191	6,601,402	(4,674,108)	-	1,927,294
Issuance of shares for services	-	42,000	42	781,404,974	781,405	(297,710)	-	483,737
Issuance of Warrant Shares	-		-	16,508,489	16,509	92,740	-	109,249
Issuance of shares for S8 Acquisition	-	60	-	26,086,957	26,087	33,973	-	60,060
Cancellation of Preferred Shares – Conversion of Preferred to Common	-	(40,000)	(40)	40,000,000	40,000	40	-	40,000
Net loss	-		-	-	-	-	(40,667,660)	(40,667,660)
Balance, September 30, 2017	1,000	139,060	$140	7,986,323,930	$7,986,324	$(3,427,694)	$(44,202,952)	$(39,644,182)

The Accompanying Notes are an Integral Part of These Financial Statements

MOMENTOUS ENTERTAINMENT GROUP, INC.

Consolidated Unaudited Statements of Cash Flow

For the Nine-Month Periods Ended September 30, 2017 and 2016

		2017		2016
		(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) from operations	$	(3,530,441)	$	(720,849)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in Inventory		-		2,690
Issued stock for services		483,737		320,079
Impairment of goodwill		2,297,000		-
Amortization of debt discount		527,893		9,322
Change in deferred production costs		(4,139)		(19,693)
Change in prepaid assets and other assets		(163,141)		(26,820)
Change in accounts payable and accrued expenses		141,148		86,956
Change in value of derivative liability		3,267,260		163,910
Change in foreign currency gain		(3,122,343)		-
Cash Flows Provided (Used) by Operating Activities		(103,026)		(184,405)

CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets		-		-
Purchase of intangible assets		(75,334)		-
Cash Flows Provided (Used) by Investing Activities		(75,334)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		80,985		(5,000)
Repayments of related party notes payable		-		(45,306)
Proceeds from convertible debt		166,755		234,705
Repayments to President		(84,436)		-
Cash Flows Provided by Financing Activities		163,304		184,399

NET CHANGE IN CASH		(15,056)		(6)
Cash, beginning of period		15,704		14
Cash, end of period	$	648	$	8

Supplemental Cash Flow Information:
Non-Cash Financing Transactions:

Issuance of Warrant Shares	$	109,249	$	9,322
Business acquisition – Chimera Games	$	54,606	$	-
Effect of FX rate – discontinued operations	$	(147,201)	$	-
Conversion of Preferred to Common	$	40,004	$	163,910
Issuance of shares to settle convertible notes	$	775,785	$	377,205

The Accompanying Notes are an Integral Part of These Financial Statements

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 1–ORGANIZATION

Momentous Entertainment Group, Inc. was founded by Kurt E. Neubauer as Financial Equity Partners, Inc., a Texas company, in 2004 and was incorporated as a C corporation under the laws of the State of Nevada as Momentous Entertainment Group, Inc. in November 2013. We had very limited activities until June 2011 when it started designing a detailed business plan focused on creating, producing and distributing quality entertainment content across various media channels utilizing direct response media marketing.

Momentous has engaged in a targeted roll up strategy that to date has been unsuccessful. We have attempted to target and acquire several business entities, several of which have, to date, been unsuccessful.

Our acquisition of Chimera Games has so far been the only successful acquisition. Accordingly, we have evolved into two segments: an online social media and creating, producing and distributing quality entertainment content across various media channels utilizing direct response media marketing.

On March 10, 2017, the Company formed Online Technologies, Inc., a C corporation in the state of Wyoming for the ecommerce consumer products and services division.

On March 10, 2017, the Company formed Momentous Films, Inc., a C corporation in the state of Wyoming for the over-the-top streaming media content creation and distribution division.

On April 3, 2017, the Company formed Nutritional Systems, Inc., a C corporation formed in Wyoming for the nutritional products sales.

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended December 31, 2016 and notes thereto contained in the Company's Annual Report on Form 10-K.

NOTE 2–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260.

Loss per Share

Net loss per common share is computed pursuant to ASC 260-10-45. Basic and diluted net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of common shares outstanding assuming that the Company incorporated as of the beginning of the first period presented. There were no dilutive shares outstanding as of September 30, 2017.

Subsequent Events

The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010- 09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 2–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Business Combinations and Goodwill

The Company follows the guidance of FASB ASC 805, Business Combinations that requires that the acquisition method be used for all business combinations. An acquirer is required to recognize the identifiable acquired assets, the liabilities assumed and non-controlling interest in the acquisition target at the acquisition date, measured at their fair value as of that date. Additionally, FASB ASC 805- 10-25-23 requires acquisition-related costs to be recognized as expenses as incurred, rather than included in the cost allocated to the acquired assets and assumed liabilities. However, the costs to issue debt or equity securities should be recognized in accordance with another applicable GAAP. For all business combinations, the guidance requires the acquirer to recognize goodwill as of the acquisition date, measured as the excess of (a) over (b):

a.The aggregate of the following:

i.The transferred consideration measured in accordance with FASB ASC 805-30, which generally requires acquisition-date fair value.

ii.The fair value of any noncontrolling interest in the acquisition target.

iii.In a business combination achieved in stages, the acquisition-date fair value of the acquirer’s previously-held equity interest in the acquisition target.

b.The net of the acquisition-date amounts of the identifiable acquired assets and assumed liabilities, measured in accordance with FASB ASC 805.

If the amounts in (b) are in excess of those in (a), a bargain purchase has occurred. Before recognizing a gain on a bargain purchase, FASB ASC 805-30-30-5 requires the acquirer to reassess whether it has correctly identified all the acquired assets and assumed liabilities and to recognize any additional assets or liabilities in that review. If an excess still remains, the acquirer should recognize the following gain in earnings on the acquisition date.

Accounting for acquisitions requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3–GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company has very limited financial resources, with working capital and net shareholder deficits and had generated limited revenue as of September 30, 2017.

While the Company is undertaking its business plan to generate additional revenues, the Company’s cash position may not be sufficient to support the Company’s basic business plan and product development efforts. Management believes that the actions presently underway to increase the number of contracts undertaken have a realistic chance of succeeding. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 3–GOING CONCERN (continued)

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

NOTE 4 – ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

A table reflecting assets and liabilities measured at fair value by measurement basis as of September 30, 2017, is reflected below:

Description		Quoted Market Prices in Active Markets for Identical Assets Level I		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
Intangible Assets	$	-	$	2,617,000	$	-
Convertible debt, net	$	-	$	191,675	$	-
Derivative liabilities	$	-	$	-	$	2,147,233

A table reflecting assets and liabilities measured at fair value by measurement basis as of December 31, 2016, is reflected below:

Description		Quoted Market Prices in Active Markets for Identical Assets Level I		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
Intangible Assets	$	-	$	-	$	-
Convertible debt	$	-	$	164,000	$	-
Derivative liabilities	$	-	$	-	$	913,079

NOTE 5–DEFERRED PRODUCTION COSTS

At September 30, 2017 and December 31, 2016, the Company incurred costs of $51,682 and $47,543, respectively, to develop the new Crossings musical CD, the reality TV series with Bobby Dale Earnhardt, and the reality TV series with Dennis Gile. These costs have been deferred and will be amortized when the finished products are available for sale.

NOTE 6–BUSINESS COMBINATIONS AND GOODWILL

Poolworks (Germany), Ltd.

On February 8, 2017, the Company executed a Share Exchange Agreement with the shareholders of VZ Network Holdings, Inc., a Delaware company (the “Selling Company” or “VZ”), purchasing all the issued and outstanding shares of VZ for newly-issued preferred stock of MMEG, with VZ becoming a wholly-owned subsidiary of the Company. VZ owns 100% of the equity of Poolworks (Germany) Ltd, (PGL) a German company with offices in Berlin. Poolworks (Germany), Ltd. owns and operates the social-media networking platforms studiVZ and meinVZ directed and offered primarily to individuals located in the Republic of Germany

In exchange for the VZN Common Stock, the Company issued to the VNZ Majority Shareholders an aggregate of 10,000 shares of non-redeemable, convertible shares of Series C preferred stock of the Company (the “Company Series C Preferred Stock”).

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 6–BUSINESS COMBINATIONS AND GOODWILL (continued)

Due to a recent valuation of the Poolworks (Germany) Ltd. intangible assets, the final purchase price of 10,000 shares of non- redeemable, convertible shares of Series C preferred stock of the Company issued is valued at $2,305,000. The Company allocated the purchase price of VZ Network Holdings, Inc. to:

Description		Amount
Intangible Assets
Brand name and market awareness of brand	$	919,200
Trademarks		459,600
Domain names		229,800
Vendor contracts – marketing, game, email		344,700
Unpatented proprietary technology		344,585
Fixed Assets		7,115
Total	$	2,305,000

Upon the purchase of Poolworks (Germany) Ltd. on February 8, 2017, in which they had an old outstanding intercompany payable of $43,638,999 to one of its former owners that consist of $34,061,074 payable and $9,577,925 in accrued interest on this payable, the Company recognized goodwill of $40,574,273, but subsequently recorded an impairment of the goodwill since these payable amounts to the former owner are not realizable. Due to the assumption of an old outstanding V.A. T. assessment by the Berlin Tax Authority, the Company recorded a $2,842,043 tax liability, which was recorded as impairment to goodwill.

NOTE 7: DISPOSITION OF POOLWORKS (GERMANY), LTD.

When MMEG acquired Poolworks (Germany) Ltd. (“Poolworks”) on February 8, 2017, the financials included millions in legacy debt created by former owners and V.A.T. debt to the Berlin Tax Authority. Momentous took on this legacy and tax debt in good faith and worked tirelessly with creditors and the Berlin Tax Authority to resolve these obligations. While this effort did have some success, it became clear that certain debt holders were not going to relent on their demands for large payments to be made in a short timeframe, which quickly became a significant burden for the Company.

In August 2017, the Berlin Tax Authority seized the Poolworks (Germany) Ltd. bank accounts and communicated to all customers to re-direct payments directly to them. We were unable to continue paying the employee’s salaries and ongoing administrative expenses to operate.

On September 7, 2017, management decided to file for insolvency for Poolworks with the Amtsgericht Charlottenburg (District Court Charlottenburg, in Germany). The provisional insolvency administrator Mr. Jesko Stark, lawyer from the law firm GT Restructuring (the restructuring unit of GreenbergTraurig) has been used for this filing.

The Insolvency Court responded with a projected cashflow and a request for a 200,000-euro bridge loan, at an interest rate of 5% for the funding of the insolvency proceedings of Poolworks (Germany) Ltd, the purpose for which was for a working capital line and to finance liquidity needs of Poolworks (Germany) Ltd. At this point, the MMEG officers and directors decided that this request from the court was too much of a financial burden to the Company, and decided to let the Company continue its course in insolvency.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 7: DISPOSITION OF POOLWORKS (GERMANY), LTD. (continued)

In accordance with FASB #205 paragraph 10, stated below is the Poolworks (Germany) Ltd. Balance Sheet from the acquisition date of February 8, through the disposition date of September 30, 2017:

Description		30-Sep-17		31-Dec-16

Cash	$	12,009	$	-
Accounts Receivable		133,130		-
Fixed Assets		3,697		-

Total Assets	$	148,837	$	-

Accounts Payable	$	34,296,812	$	-
Taxes Payable		2,842,043		-
Subscribed Capital		5,421		-
Called up Share Capital		2,129,265		-
Share Reserve		1,656,148		-
Profit & Loss		(40,780,852)		-

Total Liabilities & Equity	$	148,837	$	-

At September 30, 2017, the financial statements of the Poolworks (Germany) Ltd. from the acquisition date of February 8, 2017 through September 30, 2017 was consolidated into the Momentous Entertainment Group, Inc.’s financial statements as follows:

Description		Three Months Ended September 30, 2017		Nine Months Ended September 30, 2017
Revenue	$	77,769	$	142,957
Operating expenses		248,938		349,536
Impairment		39,819,782		40,574,273
Expenses of discontinued operations		40,068,720		40,923,809
Loss from discontinued operations	$	(39,990,951)	$	(40,780,852)

NOTE 8–ASSET ACQUISITION

Purchase of the Chimera® Game assets

On March 10, 2017, the Company executed an Asset Purchase Agreement with Nathan Levine, an individual, to purchase the domain name, ChimeraCompanyGames.com (the “Website”), as well as other associated domain names, Internet Protocol address of the website, web development, software development, design work, engineering work, images and pictures displayed on the website, computer software, artwork, programs and documentation used in the operation of the website, all tangible property mentioned, including but not limited to equipment, business machines, computer hardware and software, tooling and other fixed assets or personal property, all intangible property, including but not limited to all rights, titles and interests of the Seller, if any, under any leases of property or equipment, all intellectual property rights, including but not limited to, trademarks, trade names, service marks, service names copyrights, telephone numbers, telephone listings, email listings, databases and the like, all contracts and agreements relating to the business inventories, accounts receivable, and all other assets used in the operation of the business. Not included in the sale was existing cash on hand and any causes of action not related to the purchased assets.

The purchase price was established as $320,000 with $190,000 paid in a combination of cash and preferred stock and the $130,000 balance financed by a 6% note payable that will be paid in 18 equal monthly payments commencing April 1, 2017. The preferred stock is convertible at the holder’s option into 60,000 shares of common stock.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 8–ASSET ACQUISITION (continued)

On March 10, 2017, the Company allocated the $320,000 purchase price of the Chimera® Game assets to:

Intangible Assets:

Chimera® Trademark	$	50,000
Email addresses		100,000
Chimera® Online Games		170,000
Total	$	320,000

The Company also signed a consulting agreement with Nathan Levine under which Mr. Levine has agreed to assist in the development of games for which he will be paid by the issuance of unrestricted common stock with a market value of $60,000.

The Company also executed consulting agreements with Arkham Labs, developers of Chimera Games to continue the growth of the gaming platform by creating new games for the German social media platform (VZ), and Facebook as well as to update and maintain games currently running. Prioritizing time towards games with the highest earnings and new development with the highest projected return on investment. These games are to be fully-owned by the Company. Payment for work done will be made by the issuance of unrestricted common stock.

The Company also signed a support services agreement with Arkham Labs to provide customer support to Chimera gamers as they enjoy the various platforms.

Stock Purchase of Blackfox, Inc.

On May 15, 2017, the Company entered into a Stock Purchase Agreement with Blackfox, Inc.(Blackfox) to purchase the company and website Blackfox.io, dedicated to mobile marketing for affiliates using in-house technology. The Company agreed to the terms of an 100% equity interest in Blackfox in exchange for $1,500,000.

The structure of the purchase price and payments are as follows:

(a)The Company agrees to pay a non-refundable $5,000 deposit into an escrow account

(b)The Company agrees to pay an additional $25,000 deposit prior to closing

(c)Due at closing: $100,000

(d)Due at closing: $200,000 in shares of the Company’s common stock with a six-month hold restriction after closing. The shares will be issued for the nominal value on closing.

(e)Due at closing: 1,000 shares of Preferred B stock valued at 1,000,000 shares of common stock.

(f)Due five months from closing: $227,500 on November 5, 2017.

(g)Note Payable: $142,500 paid in 12 equal monthly installments to the seller-broker.

(h)Note Payable: $500,000 note payable, paid in 48 equal monthly installments of principal and interest at 6% per annum.

(i)$300,000 in the form of owner salary paid in six equal monthly payments after closing for a consulting agreement.

On August 12, 2017, the Company closed on the asset purchase of Blackfox, Inc. for $1,500,000.

See Note 18 Subsequent Events for additional information concerning the stock purchase of Blackfox, Inc.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 9–SEGMENT REPORTING

As of September 30, 2017, the segment reporting is as follows:

		Poolworks (Germany) Ltd. Social Networking Discontinued Operations		Chimera® Games Social Gaming



Revenues	$	142,957	$	135,661
Operating expenses		349,536		36,735
Impairment		40,574,273		-
Profit (Loss)	$	(40,780,852)	$	98,926
Assets - Intangibles	$	-	$	320,000
Liabilities - Tax	$	2,842,043	$	-

NOTE 10–ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At September 30, 2017, the Company assumed $36,290,305 in accounts payable which relate to Poolworks intercompany expenses with Momentous and operating expenses of administrative fees.

On April 19, 2017, the Company agreed to settle an old 2012 outstanding V.A.T. obligation between Poolworks (Germany), Ltd. and Finanzamt fur Korperschaften III (Berlin Tax Authority) for an amount of $692,550 through a monthly payment plan from April 28, 2017 through January 29, 2018. As of the September 30, 2017, the Company made payments of $60,553 against this tax payment plan, resulting in a balance of $631,997 note payable. The court administrator for Poolworks(Germany) Ltd, recorded an additional $2,210,046 in tax liability during the third quarter 2017. Due to the assumption of this V.A. T. assessment by the Berlin Tax Authority, the Company recorded a $2,842,043 tax liability, which was recorded as impairment to goodwill.

NOTE 11–CONVERTIBLE DEBT

The Convertible debt as of September 30, 2017, and December 31, 2016 consisted of the following Short-Term debt:

		September 30,		December 31,
Description		2017		2016
LG Capital Funding	$	161,757	$	82,675
Quarum Holdings, LLC		73,335		80,325
Adar Bays, LLC		-		1,001
Auctus Fund, LLC		33,260		-
Cerberus Finance Group, Inc.		137,857		-
Crossover Capital Fund II, LLC		45,772		-
JSJ Investments, Inc.		31,619		-
Total Convertible Notes	$	483,600	$	164,001
Less Debt Discount		(291,925)		-
Net Convertible Notes	$	191,675	$	164,001

The following is a table reflecting convertible debt activity for the nine-month period ended September 30, 2017:

Description		Amount
Balance January 1, 2017	$	164,001
Proceeds of new notes		865,970
Conversions		(546,371)
Balance September 30, 2017	$	483,600

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 11–CONVERTIBLE DEBT (continued)

At September 30, 2017, the Company is obligated under convertible notes payable with an aggregate principal balance of $483,600, all of which mature in by August 2018. The notes are convertible at variable prices based on the closing bid. The Company recorded debt discount of $291,925 from a derivative valuation of all the convertible promissory notes at September 30, 2017. The net value of the Convertible Promissory Notes at September 30, 2017 is $191,675.

On January 20, 2017, the Company entered into a $84,263 convertible promissory note with LG Capital Funding, LLC, bearing interest at 8%, with a maturity date of January 20, 2018. The note is convertible into common shares at a 45% discount to the lowest closing bid price with a 20 day look back. This agreement also includes an additional note of $84,263, for which the Company has not taken. The Company incurred legal fees of $3,750 and broker fees of $7,500 associated with this note. The Company issued a warrant exercisable into 11,253,333 common shares at a price share of $0.0015 or an aggregate exercise amount of $16,853.

On February 8, 2017, the Company entered into a convertible promissory note with LG Capital Funding, LLC for $84,263, bearing interest at 8% with a maturity date of February 8, 2018. This note is convertible into common shares at a 45% discount to the lowest closing bid price with a 20 day look back. The agreement also includes another $84,263 promissory note that the Company has not taken. The Company incurred $3,750 in legal fees, $5,513 in original issue discount fees, and $7,500 in legal fees associated with this note. On February 8, 2017, the Company issued warrants to LG Capital Funding, LLC, exercisable into 3,370,000 shares of common stock at a price per share of $0.005 or an aggregate price of $16,850.

On August 10, 2017, the Company entered into a convertible promissory note with LG Capital Funding, LLC for $53,763, bearing interest at 8% with a maturity date of August 9, 2018. This note is convertible into common shares at a 45% discount to the lowest closing bid price with a 20 day look back. The Company incurred $3,750 in legal fees, $3,763 in original issue discount fees, and $2,500 in legal fees associated with this note. On August 10, 2017, the Company issued warrants to LG Capital Funding, LLC, exercisable into 21,505,000 shares of common stock at a price per share of $0.005 or an aggregate price of $10,750.

On August 11, 2017, the Company entered into a back-end convertible promissory note with LG Capital Funding, LLC, with an original date of December 12, 2016 for $45,675, bearing interest at 8% with a maturity date of December 11, 2017. This note is convertible into common shares at a 45% discount to the lowest closing bid price with a 20 day look back. The Company incurred $4,350 in legal fees, and $2,175 in broker’s fees associated with this note.

LG Capital Funding, LLC converted a total of $194,971, $188,882 of the principal amount of notes payable and $6,089 of accrued interest into 2,182,866,858 shares of the Company’s common stock during the nine-month period ended September 30, 2017 as detailed below:

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 11–CONVERTIBLE DEBT (continued)

Date Issued	Shares Common		Conversion Price Per Share		Interest		Principal		Total
1/3/2017	23,958,961	$	0.000385	$	24	$	9,200	$	9,224
1/12/2017	24,000,857		0.000385		40		9,200		9,240
2/9/2017	24,694,204		0.00044		115		10,750		10,865
5/10/2017	16,508,489		0.00049		239		7,850		8,089
6/9/2017	26,030,142		0.00028		288		7,000		7,288
6/27/2017	50,161,333		0.00021		434		10,100		10,534
7/7/2017	66,990,214		0.00011		-		7,500		7,500
7/12/2017	61,280,142		0.00014		379		8,200		8,579
7/17/2017	66,304,000		0.00014		420		8,875		9,295
7/21/2017	29,942,857		0.00014		192		4,000		4,192
7/27/2017	53,944,285		0.00014		290		7,262		7,552
7/31/2017	79,313,238		0.00011		328		8,000		8,328
8/4/2017	97,220,091		0.00010		408		9,800		10,208
8/7/2017	112,218,667		0.00011		483		11,300		11,783
8/11/2017	112,289,428		0.00010		490		11,300		11,790
8/24/2017	123,504,952		0.00010		568		12,400		12,968
9/1/2017	143,665,571		0.00007		457		9,600		10,057
9/8/2017	197,870,857		0.00003		325		6,600		6,925
9/14/2017	233,240,000		0.00003		394		7,770		8,164
9/20/2017	260,061,428		0.00003		77		9,025		9,102
9/29/2017	379,667,142		0.00003		138		13,150		13,288
Total	2,182,866,858			$	6,089	$	188,882	$	194,971

On January 20, 2017, the Company entered into a $28,890 convertible promissory note with Quarum Holdings LLC, bearing 8% interest, with a maturity date of January 20, 2018. The Company incurred $2,000 in legal fees and $1,890 in original issue discount fees associated with this note. This note is convertible into common shares at a price equal to 55% of the Company’s common stock of the lowest bid price for the twenty prior trading days. In addition, the Company issued a warrant exercisable into 3,852,000 shares at a price per share of $0.0015 or an aggregate exercise amount of $5,778 to Quarum Holdings, LLC.

On February 2, 2017, the Company entered into a $28,890 convertible promissory note with Quarum Holdings, LLC, bearing interest at 8% with a maturity date of February 8, 2018. This note is convertible into common shares at a price equal to 55% of the Company’s common stock of the lowest bid price for the twenty prior trading days. The Company incurred $2,000 in legal expenses, $1,890 in original issue discount fees and $2,000 in lender fees associated with this note.

On February 8, 2017, the Company entered into a $28,890 convertible promissory note with Quarum Holdings, LLC, bearing interest at 8% with a maturity date of February 8, 2018. This note is convertible into common shares at a price equal to 55% of the Company’s common stock of the lowest bid price for the twenty prior trading days. The Company incurred $2,000 in legal expenses, $1,890 in original issue discount fees and $2,000 in investor fees associated with this note.

On February 9, 2017, Quarum Holdings, LLC converted 1,680,417 warrant shares of the Company’s common stock at a conversion rate of $0.00077 per share, or an aggregate total of $1,294.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 11–CONVERTIBLE DEBT (continued)

On August 11, 2017, the Company exercised a back-end convertible promissory note with Quarum Holdings, LLC from February 2, 2017 for $28,890, bearing interest at 8% with a maturity date of February 1, 2018. This note is convertible into common shares at a price equal to 55% of the Company’s common stock of the lowest bid price for the twenty prior trading days. The Company incurred $2,000 in legal expenses, $1,890 in original issue discount fees and $2,000 in investor fees, and $2,000 in lender fees associated with this note.

On August 11, 2017, the Company exercised a back-end convertible promissory note with Quarum Holdings, LLC from February 8, 2017, bearing interest at 8% with a maturity date of February 8, 2018 for $28,290. This note is convertible into common shares at a price equal to 55% of the Company’s common stock of the lowest bid price for the twenty prior trading days. The Company incurred $2,000 in legal expenses, $1,890 in original issue discount fees and $2,000 in investor fees associated with this note.

Quarum Holdings, LLC converted a total of $173,640, $167,075 of the principal amount of notes payable and $6,565 of accrued interest into 1,510,221,890 shares of common stock during the following dates:

Date Issued	Shares Common		Conversion Price Per Share		Interest		Principal		Total


1/5/2017	12,987,013	$	0.00038	$	-	$	5,000	$	5,000
1/12/2017	27,622,129		0.00039		-		10,635		10,635
6/1/2017	41,600,000		0.00035		560		14,000		14,560
6/21/2017	41,053,571		0.00028		495		11,000		11,495
6/29/2017	44,782,857		0.00018		337		7,500		7,837
7/7/2017	52,328,571		0.00014		326		7,000		7,326
7/13/2017	59,714,285		0.00014		360		8,000		8,360
7/18/2017	37,500,000		0.00014		250		5,000		5,250
7/20/2017	78,375,000		0.00014		473		10,500		10,973
7/26/2017	84,342,857		0.00014		508		11,300		11,808
8/1/2017	43,036,015		0.00015		301		6,025		6,326
8/3/2017	96,571,428		0.00014		520		13,000		13,520
8/11/2017	15,895,082		0.00014		85		2,140		2,225
8/17/2017	102,142,857		0.00014		550		13,750		14,300
8/28/2017	111,428,571		0.00014		600		15,000		15,600
9/1/2017	151,326,107		0.00007		442		10,150		10,592
9/7/2017	79,857,142		0.00004		120		2,675		2,795
9/12/2017	209,000,000		0.00004		315		7,000		7,315
9/25/2017	220,658,405		0.00003		323		7,400		7,723
	1,510,221,890			$	6,565	$	167,075	$	173,640

On January 4, 2017, the Company entered into a $28,000 convertible promissory note with the Power Up Lending Group, Ltd, bearing 8% interest, with a maturity date of October 28, 2017. The Company incurred legal costs of $2,000 and original issue discount fees of $1,000 associated with this note. The conversion price shall be subject to a discount of 45%, determined on the basis of the three lowest closing bid prices for the Company’s common stock during the prior 15 trading day period.

On February 9, 2017, the Company entered into a $25,000 convertible promissory note with Power Up Lending Group, Ltd, bearing interest at 8%, with a maturity date of 180 days. The conversion price shall be subject to a discount of 45%, determined on the basis of the three lowest closing bid prices for the Company’s common stock during the prior 15 trading day period. The Company incurred legal costs of $2,000 and $1,000 in investor fees associated with this note.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 11–CONVERTIBLE DEBT (continued)

Power Up Lending Group, Ltd converted a total of $55,620, $53,000 of the principal amount of notes payable and $2,620 in accrued interest into 280,870,749 shares of common stock during the following dates:

Date Issued	Shares Common	Conversion Price Per Share		Interest		Principal		Total


7/12/2017	61,666,667	0.00024	$	-	$	14,800	$	14,800
7/13/2017	59,666,667	0.00024		1,120		13,200		14,320
8/22/2017	121,212,121	0.00017		-		20,000		20,000
8/23/2017	38,325,294	0.00017		1,500		5,000		6,500
	280,870,749		$	2,620	$	53,000	$	55,620

February 8, 2017, the Company entered into a $28,890 convertible promissory note with Cerberus Finance Group, Ltd., bearing interest at 8% with a maturity date of February 8, 2018. This note is convertible into common shares at a price equal to 55% of the lowest closing bid of the Company’s common stock as reported on the OTC exchange for the twenty prior trading days. The Company incurred $2,000 in legal fees and $1,890 in original interest discount fees associated with this note. The Company also issued a warrant on this date to Cerberus Finance Group, LTD., exercisable into 1,155,600 shares of common stock at a price of $0.005 or an aggregate value of $5,778 to Cerberus Finance Group, Ltd.

On August 8, 2017, the Company entered into a back-end note of $28,890 with Cerberus Finance Group, Ltd. originally issued on February 8, 2017, bearing inter at 8%, with a maturity date of February 8, 2018. This note is convertible into common shares at a price equal to 55% of the lowest closing bid of the Company’s common stock as reported on the OTC exchange for the twenty prior trading days. The Company incurred $2,000 in legal fees and $1,890 in original interest discount fees associated with this note. The Company also issued a warrant exercisable into 26,881,250 shares of common stock at a price of $0.0008 or an aggregate value of $21,505.

On August 10, 2017, the Company entered into a convertible promissory note of $107,527 with Cerberus Finance Group, Ltd., bearing interest at 8%, with a maturity date of August 9, 2018. This note is convertible into common shares at a price equal to 55% of the lowest closing bid of the Company’s common stock as reported on the OTC exchange for the twenty prior trading days. The Company incurred $5,000 in legal fees and $7,527 in original interest discount fees associated with this note.

Cerberus Finance Group, Ltd. converted a total of $28,381 of the principal amount of notes payable into 521,975,376 shares of common stock during the following dates:

Date Issued	Shares Common	Conversion Price Per Share		Principal		Total


8/31/2017	228,694,784	0.00005	$	12,579	$	12,579
9/26/2017	293,280,592	0.00005		15,802		15,802
	521,975,376		$	28,381	$	28,381

On February 10, 2017, the Company entered into a $36,750 convertible promissory note with Crossover Capital Fund II, LLC, bearing interest at 8% with a maturity date of February 10, 2018. This note is convertible into common shares at a price equal to 60% of the lowest trading price of the Company’s common stock for the twenty days prior trading days. The Company incurred legal fees of $2,000, original issue discount fees of $1,750, and investor fees of $3,500 associated with this note.

On August 18, 2017, the Company entered into back-end note from Crossover Capital Fund II, LLC for $36,750, originally issued on February 10, 2017, bearing interest at 8% with a maturity date of February 10, 2018. This note is convertible into common shares at a price equal to 60% of the lowest trading price of the Company’s common stock for the twenty days prior trading days. The Company incurred legal fees of $2,000, original issue discount fees of $1,750, and investor fees of $3,500 associated with this note.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 11–CONVERTIBLE DEBT (continued)

Crossover Capital Fund II, LLC converted a total of $27,728 of the principal amount of notes payable into 350,000,000 shares of common stock during the following dates:

Date Issued	Shares Common	Conversion Price Per Share		Principal		Total


9/14/2017	100,000,000	0.00014	$	14,196	$	14,196
9/14/2017	250,000,000	0.00005		13,532		13,532
	350,000,000		$	27,728	$	27,728

On February 15, 2017, the Company entered into a $60,000 convertible promissory note with JSJ Investments, Inc., with a 12% interest rate, with a maturity date of nine months from issuance. This note is convertible into common shares at a price equal to a 45% discount to the lowest closing bid during the previous twenty trading days. The Company incurred $2,000 in legal fees and $4,200 in original issue discount fees associated with this note.

As of September 30, 2017, JSJ Investments, Inc. converted a total of $28,381 the principal amounts of notes payable into 521,975,376 shares of common stock during the following dates:

Date Issued	Shares Common	Conversion Price Per Share		Principal		Total


9/20/2017	228,694,784	0.00005	$	12,579	$	12,579
9/26/2017	293,280,592	0.00005		15,802		15,802
	521,975,376		$	28,381	$	28,381

On February 16, 2017, the Company entered into a $75,000 convertible promissory note with Auctus Fund, LLC, bearing interest at 12% with a maturity date of November 16, 2017. This note is convertible into common shares at a price equal to the lesser of 55% multiplied by the lowest trading price during the previous twenty-day trading period and the variable conversion price of 50% of the market price, which is the lowest trading price during the last twenty-five trading days. The Company incurred $2,750 in legal fees, $7,000 in lender fees, and $3,263 in broker fees associated with this note.

Auctus Fund, LLC converted a total of $46,838, $41,740 of the principal amount of notes payable and $5,098 of accrued interest into 1,109,439,600 shares of common stock during the following dates:

Date Issued	Shares Common	Conversion Price Per Share		Interest		Principal		Total


8/30/2017	124,000,000	0.00008	$	4,611	$	4,809	$	9,420
9/7/2017	180,000,000	0.00004		185		6,515		6,700
9/15/2017	232,895,300	0.00004		167		8,648		8,815
9/20/2017	261,145,400	0.00004		90		9,856		9,946
9/25/2014	311,398,900	0.00004		45		11,912		11,957
	1,109,439,600		$	5,098	$	$ 41,740	$	46,838

On February 23, 2017, the Company entered into a $26,500 convertible promissory note with Eagle Equities, LLC, bearing interest at 8% with a 12-month term. This note is convertible into common shares at a price equal to the lesser of 45% discount to the lowest closing bid price with a 20 day look back. The Company incurred $3,000 in legal fees and $1,750 in lender fees associated with this note. On this date, the Company also issued a warrant to Eagle Equities, LLC exercisable into 2,140,000shares of common stock at a price per share of $0.0025 or an aggregate price of $5,350.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 11–CONVERTIBLE DEBT (continued)

Eagle Equities, LLC converted a total of $27,853, $26,750 of the principal amount of notes payable and $1,103 of accrued interest into 282,590,273 shares of common stock during the following dates:

Date Issued	Shares Common	Conversion Price Per Share		Interest		Principal		Total


8/30/2017	50,445,818	0.00017	$	324	$	8,000	$	8,324
8/31/2017	75,828,182	0.00011		329		8,000		8,329
9/1/2017	47,333,364	0.00011		206		5,000		5,206
9/6/2017	108,982,909	0.00005		244		5,750		5,994
	282,590,273		$	1,103	$	26,750	$	27,853

NOTE 12–LOANS

On March 10, 2017, the Company entered into a note payable with Nathan Levine for $130,000 as part of the financed purchase of the Chimera Games assets. The $130,000 note bears interest at 8% and is due in 18 equal monthly payments commencing on April 1, 2017.

On April 28, 2017, the Company entered into a note payable with Veyo Partners, LLC for the principal amount of $28,000, bearing interest at 6%, with 12 monthly installments of $2,333, plus accrued interest, beginning October 1, 2017.

On May 18, 2017, the Company entered into a note payable with Michael Pope for the principal amount of $10,000, bearing interest at 6%, with 12 monthly installments of $833, plus accrued interest, beginning on October 1, 2017.

On June 9, 2017, the Company entered into a note payable with Veyo Partners, LLC for the principal amount of $7,000, bearing interest at 6%, with 12 monthly installments of $583, plus accrued interest, beginning on July 9, 2017.

On June 12, 2017, the Company entered into a Line of Credit with Mulligan Loans, LLC for the total amount of $27,675, including interest, payable in 189 daily payments of $146. As of September 30, 2017, the outstanding balance on this line of credit was $15,409.

As of September 30, 2017, the Company had a non-interest bearing, unsecured note for $17,230 with a former officer and director of the Company.

As of September 30, 2017, the Company entered into a finance agreement with Hub International for Directors and Officers Liability Insurance for the amount of $19,581 at 9.37% interest rate. The finance agreement is for 10 months with payment of $2,533.

As of September 30, 2017, the Company has an non-interest bearing unsecured note from an un-related party for $2,500.

NOTE 13–DEMAND LOANS FROM RELATED PARTY

At September 30, 2017, the Company was obligated for demand loans aggregating $333,787 due to the Company’s President. The loans were made from his personal resources, the proceeds from which were used to finance operations. All demand loans made by the Company’s President bear interest at 3% per annum.

NOTE 14–DERIVATIVE LIABILITIES

The Company identified the conversion features embedded within its convertible debts as financial derivatives. The Company has determined that the embedded conversion option should be accounted for at fair value.

The Company recorded derivative interest expenses for the period ended September 30, 2017 of $527,893.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 14–DERIVATIVE LIABILITIES (continued)

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions during the current quarter:

Description		Amount
Derivative liabilities - December 31, 2016	$	913,079
Add fair value at the commitment date for convertible notes issued during the current year		3,564,576
Less derivatives due to conversion		(2,033,106)
Fair value mark to market adjustment for derivatives		(297,316)
Derivative liabilities – September 30, 2017	$	2,147,233

Assumption	Commitment Date	Re-measurement Date

Expected dividends	0%	0%
Expected volatility	227-388%	61-728%
Expected term in years	.33 - 1.74 Yrs	0.01 - 1.61 Yrs
Risk free interest rate:	.63 - 1.24%	.71 - 1.31%

NOTE 15–SHARE CAPITAL

Series A Preferred Shares

On April 18, 2015, the Company issued 1,000 shares of Preferred Stock A, Par Value $.001 per share to Kurt Neubauer for services rendered, which was valued at $10,000. The shares have no dividend or conversion rights, but give him the right to 51% in all shareholder votes.

Series B Preferred Shares

The Company amended its articles of incorporation in February 2017 to authorize an aggregate of 10,000 shares of Company Series C Preferred Stock. The Company’s Series C Preferred Stock:

does not pay a dividend;

has a stated aggregate of $2,305,000, as to all shares of Company Series C Preferred Stock;

upon liquidation or a sale of control of the Company is senior to the Company Common Stock;

provides that upon the occurrence of a “conversion event” (defined as the listing of shares of Company Common Stock on a “qualified stock exchange” (as defined)), the Company Series C Preferred Stock shall automatically convert into 20% of the Company’s “fully-diluted Common Stock” (as defined) on the date of conversion; and

votes with the company’s outstanding Common Stock on an “as converted” basis.

A “qualified stock exchange” is defined as any one of the New York Stock Exchange, the Nasdaq Stock Exchange (including the Nasdaq Capital Markets) or the NYSE: Market Amex Exchange.

The Company issued 42,000 shares of series B preferred shares to consultants for services as of September 30, 2017 at $1 per share for a total value of $42,000 par value.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 15–SHARE CAPITAL (continued)

Common Shares

The Company issued 42,000 shares of Preferred Stock B for services, including 5,000 shares of the Company’s Preferred Series B stock to Laureen Falco, Chief Accounting Officer for $5,000 in services and 30,000 shares of the Company’s Preferred Series B stock to David Micek, Senior V.P of Corporate Development, for $30,000 in services. On April 18, 2017, the Company issued 19,770,604 of common shares to David Micek for services.

On March 21, 2017, the Company issued 26,086,957 shares of the Company’s common stock at $0.0023 for $60,000 to Nathan Levine as part of the S8 acquisition of Chimera® Game assets. The Company also issued 60 shares of Preferred Series B stock to Nathan Levine as part of the S8 acquisition of the Chimera® Game assets.

From March 21 through September 30, 2017, the Company issued 761,634,370 common shares for merger and acquisition services, finance services and investor services for a value of $483,737.

The Company Issued 6,601,402,191 common shares in conversions of convertible debt during the nine-months ended September 30, 2017 as detailed in Note 11.

On August 8, 2017, the Company amended the articles of incorporation in the state of Nevada to increase the total authorized shares of common stock to 9,950,000,000 at par value of $0.001.

On September 22, 2017, the Company amended the articles of incorporation in the state of Nevada to increase the total authorized share of common stock to 14,950,000,000 at par value of $0.001.

NOTE 16–RELATED PARTY TRANSACTIONS

At September 30, 2017, the Company had accrued interest on the demand note of $933 due to its President. This amount principally relates to payments made by the Company’s President on behalf of the Company in connection with administrative expenses, deferred production costs on the reality TV series and accrued interest on the $333,787 demand loan by the Company’s President.

NOTE 17–2017 NON-STATUTORY STOCK OPTION PLAN

In March 2017, the Company adopted its 2017 Non-Statutory Stock Option Plan (hereinafter referred to as the “Plan”), the nature and purpose of which is to compensate the Company’s officers, directors, employees, and consultants (hereafter, collectively, “Participants” or individually a “Participant”) for services rendered to the Company and to generate an increased incentive to contribute to the progress of the Company. The Plan is attached as an exhibit to this filing and provides for the issuance of up to 150,000,000 shares of the Registrant’s common stock (par value $.001) in connection with common stock purchase options granted under the Plan (grants of common stock purchase options are hereafter generically referred to as “Awards.” Awards under the Plan may be made at any time up until March 15, 2027 (the “Plan Expiration Date”).

The Company’s Board of Directors (“Board”) may appoint and maintain as administrator of this Plan the Compensation Committee (the “Committee”) of the Board which shall consist of at least three members of the Board. Until such time as the Committee is duly constituted, the Board itself shall have and fulfill the duties herein allocated to the Committee. The Committee shall have full power and authority to designate Plan participants, to determine the provisions and terms of respective Awards (which need not be identical as to number of shares covered by any Award, the method of exercise as related to exercise in whole or in installments, or otherwise), including the Award price, and to interpret the provisions and supervise the administration of this Plan.

The purchase price of each share of stock placed under the Award shall be determined by the Board not be less than ten percent (10%) of the fair market value of such share on the date the Award is granted or more than the fair market value of such share on the date the Award is granted.

The stock subject to this Plan shall consist of un-issued shares or previously issued shares reacquired and held by the Company or any affiliated corporation, and such amount of shares shall be and is hereby reserved for sale for such purpose.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 17–2017 NON-STATUTORY STOCK OPTION PLAN (continued)

The Award exercise period shall be a term determined by the Committee but not for a period of more than ten years from the date of grant.

The Plan is not qualified under Section 401(a) of the Internal Revenue Code. To the extent that a participant receives an Award of common stock purchase options with an exercise price below the fair value of the underlying common stock, such Participant may recognize ordinary income with respect to the difference between the exercise price and fair value. To the extent that a Participant receives an Award of common stock, the Participant will recognize ordinary income equal to the aggregate fair market value of the shares issued to the Participant as of the date of issuance.

The termination of a participant’s directorship, employment, consulting relationship may result in the forfeiture of any unvested portion of an Award granted under the Plan. Moreover, any Award of common stock purchase options must be exercised within six months of the cessation of a Participant’s directorship, employment, or consulting relationship with the Company, as applicable. In the case of a participant’s death, such exercise period is extended an additional six months. In the case of a Participant’s termination or removal for “cause” as defined in the Plan, any unvested portion of an Award of common stock purchase options or other securities shall be immediately forfeited to the Company.

The Company filed a Registration Statement on Form S-8 in March 2017 to register those 150,000,000 shares of common stock underlying the options in the Plan.

NOTE 18–SUBSEQUENT EVENTS

Notes Payable

Subsequent to September 30, 2017, the Company entered into notes payable with the following lenders:

Date Received	Date of Note	Lender		Principal Amount		Original Issue Discount		Legal Fees		Broker's Fee


10/2/2017	1/20/2017	LG Capital Funding, LLC	$	84,263	$	5,513	$	3,750	$	7,500
2/8/2017	2/8/2017	LG Capital Funding, LLC		84,263		5,513		3,750		7500
10/2/2017		Quarum Holdings, LLC		28,890		1,890		2,000		-
		Total	$	197,416	$	12,916	$	9,500	$	15,000

Note Payable Conversions:

Subsequent to September 30, 2017, various lenders converted a total of $110,152, $103,960 in principal amount of notes payable, and $5,692 in accrued interest, and a $500 conversion fee into 2,581,050,430 shares of common stock during the following dates:

Date Issued	Lender	Shares Common		Conversion Price Per Share		Interest		Conversion Fee		Principal		Total


10/2/2017	Crossover Capital Fund II	164,300,000	$	0.00006	$	27	$	-	$	9,066	$	9,093
10/2/2017	Quarum Holdings, LLC	223,914,286		0.00003		337				7,500		7,837
10/5/2017	Auctus Fund, LLC	417,889,400		0.00004		120		500		16,095		16,715
10/5/2017	JSJ Investments, Inc.	376,703,153		0.00005		4,487		-		15,817		20,304
10/5/2017	Quarum Holdings, LLC	180,428,571		0.00004		300				6,015		6,315
10/18/2017	JSJ Investments, Inc.	293,180,592		0.00005		-		-		15,802		15,802
10/31/2017	Auctus Fund, LLC	444,733,000		0.00004		124		-		17,165		17,289
11/3/2017	LG Capital Funding, LLC	479,901,428		0.00004		297		-		16,500		16,797
	Total	2,581,050,430			$	5,692	$	500	$	103,960	$	110,152

Increase in Capitalization

On October 30, 2017, the Company amended the articles of incorporation in the state of Nevada to increase the total authorized share of common stock to 24,950,000,000 at par value of $0.001.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 18–SUBSEQUENT EVENTS (continued)

Blackfox, Inc. Asset Purchase

The agreement between Momentous Entertainment Group, Inc. (MMEG) and Mr. Todd Rambilas, CEO of Blackfox, Inc. (Blackfox) closed on August 12, 2017. Despite repeated requests, both by phone and in writing to Mr. Rambilas, he failed to perform according to the terms of the contact and he is in breach. MMEG asserts that the handoff of the Blackbox business unit to MMEG immediately upon closing was not completed according to the terms of the agreement. After repeated attempts from August through mid-October 2017 to get Mr. Rambilas to cooperate and correct the situation, he finally broke all communications with MMEG management and locked MMEG management out of all access to the Blackfox, Inc. platform. Mr. Rambilas then contacted MMEG management through his attorney to request an unwind of the transaction. Currently, MMEG management is in talks with Mr. Rambilas’ attorney in an attempt to either unwind the transaction and receive our investment back or take whatever next steps are necessary to have our investment returned. No assurances can be made in the outcome.

2017 Non-Statutory Stock Option Plan

The Company filed an additional Registration Statement on Form S-8 in October 2017 to register 1,750,000,000 shares of common stock underlying the options in the Plan.

Item 1.01. Entry into a Material Definitive Agreement.

On November 17, 2017, Nutritional Systems, Inc., a wholly owned subsidiary of Momentous Entertainment Group, Inc. (“NSI”), entered into a License Agreement (the “License Agreement”) with NutraPharx, LLC c/o David P. Summers, (“NUTRA”), pursuant to which, among other things, Nutra agreed to contribute certain intellectual property rights related to their Patented Proprietary Nutritional Supplements (“PPNS”) in exchange for a 10% royalty of the net profit per bottle on sales generated by NSI of the PPNS products line.

The License Agreement contains customary representations, warranties and covenants of NSI and NUTRA. Subject to certain customary limitations, NSI has agreed to indemnify NUTRA, its affiliates, stockholders, officers, directors, managers, employees, agents, partners, representatives, successors and assigns against certain losses related to, among other things, breaches of NSI’s representations and warranties.

Pursuant to the License Agreement, (i) NUTRA will provide to NSI (1) their PPNS and related products for use worldwide. NSI shall have the right to rebrand all products with its own names, trademarks, bottling/manufacturing, custom labeling and to create its own marketing materials; and retains all rights thereof in perpetuity. NSI may make modifications and improvements to the Licensed Product. Such modifications and improvements (whether patentable or unpatentable) shall be the sole property of NSI but shall be included within the provisions of this Agreement, and provided, that upon the expiration or termination of this Agreement NSI shall grant and does hereby grant to NUTRA an irrevocable, royalty-free, nonexclusive license (including the right to sublicense) to make, have made, use, sell and distribute throughout the world a product(s) incorporating any such modifications and improvements made by NSI.

NSI or NUTRA may terminate the License Agreement upon 30-day written consent or upon a material breach of the License Agreement by the other party.

The foregoing summaries of the License Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the License Agreement. A copy of the license agreement is being filed with the Securities and Exchange Commission (the “SEC”) as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2017 (the “Form 10-Q”).

The representations, warranties and covenants contained in the License Agreement were and will be made, as applicable, only for purposes of such agreement and as of specific dates, were and will be solely for the benefit of the parties to the License Agreement, and may be subject to limitations agreed upon by the contracting parties.

Accordingly, each of the License Agreement will be incorporated herein by reference only to provide investors with information regarding the terms of the License Agreement, and not to provide investors with any other factual information regarding NutraPharx, LLC or David P. Summers, Nutritional Systems, Inc., or its or their businesses, and should be read in conjunction with the disclosures in Momentous Entertainment Group’s periodic reports and other filings with the SEC.

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 19 – RESTATEMENT

The financial statements included herein as of September 30, 2017, have been restated to properly reflect discontinued operations, results of continuing operations and impairment related to the disposition of the Poolworks subsidiary. The impact on previously reported financial position is reflected below:

		Originally Reported		Restatement Adjustment		As Restated
ASSETS
Total Current Assets	$	201,167	$	-	$	201,167
Intangible Assets		2,617,000		(2,297,000)		320,000
Prepaid expenses and other assets		186,538		-		186,538
Total Assets	$	3,004,705	$	(2,297,000)	$	707,705
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Total Current Liabilities	$	40,351,887	$	-	$	40,351,887
Total Liabilities		40,351,887				40,351,887
Stockholders’ Deficit
Preferred stock A: $0.001 par value, 1,000 shares issued and authorized		1		-		1
Preferred stock B: $0.001 par value; 50,000,000 shares authorized; 139,000 and 137,000 shares issued and outstanding, respectively		139		-		139
Common stock: $0.001 par value; 14,950,000,000 shares authorized; 7,986,323,930 and 520,921,319 shares issued and outstanding, respectively		7,986,324		-		7,986,324
Additional paid-in capital		(3,427,694)		-		(3,427,694)
Accumulated deficit		(41,905,952)		(2,297,000)		( 44,202,952)
Total Stockholder's Deficit		(37,347,182)		(2,297,000)		(39,644,182)
Total	$	3,004,705	$	(2,297,000)	$	707,705

The impact on previously reported operations for the three-month period ended September 30, 2017, is reflected below:

		Originally Reported		Restatement Adjustment		Restated
Operations
Revenue	$	103,714	$	-	$	103,714
Impairment of goodwill		-		2,297,000		2,297,000
Operating expenses		852,507		-		852,507
Loss from operations		(748,793)		(2,297,000)		(3,045,793)
Loss from discontinued operations		(39,990,951)		-		(39,990,951)
Other income (expense)		820,212		-		820,212
Net loss	$	(39,919,532)	$	(2,297,000)	$	(42,216,532)
Net loss per share	$	(0.08)	$	(0.00)	$	(0.01)
Weighted average shares outstanding		3,005,362,162		-		3,005,362,162

MOMENTOUS ENTERTAINMENT GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements September 30, 2017

NOTE 19 – RESTATEMENT (continued)

The impact on previously reported results of operations for the nine-month period ended September 30, 2017, is as detailed below:

		Originally Reported		Restatement Adjustment		Restated
Operations
Revenue	$	135,661	$	-	$	135,661
Impairment of goodwill		-		2,297,000		2,297,000
Operating expenses		(1,369,102)		-		(1,369,102)
Loss from operations		(1,233,441)		(2,297,000)		(3,530,441)
Loss from discontinued operations		(40,780,852)		-		(40,780,852)
Other income (expense)		3,643,633		-		3,643,633
Net loss	$	(38,370,660)	$	(2,297,000)	$	(40,667,660)
Net loss per share	$	(0.03)	$	(0.00)	$	(0.03)
Weighted average shares outstanding		1,483,169,241		-		1,483,169,241

The impact on previously reported cash flows for the nine-month period ended September 30, 2017, is as detailed below:

		Originally Reported	Restatement Adjustment		Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) from operations	$	(1,233,441)	(2,297,000)	$	(3,530,441)
Adjustments to reconcile net loss to net cash used in operating activities:
Issued stock for services		483,737	-		483,737
Impairment of goodwill		-	2,297,000		2,297,000
Amortization of debt discount		527,893	-		527,893
Foreign currency gain		(3,122,343)	-		(3,122,343)
Change in deferred production costs		(4,139)	-		(4,139)
Change in prepaid assets and other assets		(163,141)	-		(163,141)
Change in accounts payable and accrued expenses		141,148	-		141,148
Change in value of derivative liability		3,267,260	-		3,267,260
Cash Flows Provided (Used) by Operating Activities		(103,026)	-		(103,026)
Cash Flows Provided (Used) by Investing Activities		(75,334)	-		(75,334)
Cash Flows Provided by Financing Activities		163,304	-		163,304
NET CHANGE IN CASH		(15,056)	-		(15,056)
Cash, beginning of period		15,704	-		15,704
Cash, end of period	$	648	-	$	648

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Statements

Certain matters discussed in this annual report on Form 10-Q are forward-looking statements. Such forward-looking statements contained in this annual report involve risks and uncertainties, including statements as to:

our future operating results,

our business prospects,

our contractual arrangements and relationships with third parties,

the dependence of our future success on the general economy and its impact on the industries in which we may be involved,

the adequacy of our cash resources and working capital, and

other factors identified in our filings with the SEC, press releases, if any and other public communications.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this Form 10-K. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

The following discussion and analysis provides information which management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.

This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the quarter-ended September 30, 2017. Because of its nature of a development stage company, the reported results will not necessarily reflect the future.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of

i.the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion,

ii.the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or

iii.the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Operating Plan

On March 10, 2017, the Company formed Online Technologies, Inc., a C corporation in the state of Wyoming for the ecommerce consumer products and services division.

On March 10, 2017, the Company formed Momentous Films, Inc., a C corporation in the state of Wyoming for the over-the-top streaming media content creation and distribution division.

On April 3, 2017, the Company formed Nutritional Systems, Inc., a C corporation formed in Wyoming for the nutritional products sales.

Our principal efforts for the coming months will be preparing and developing the following:

1.Social Gaming

On March 10, 2017, the Company executed an Asset Purchase Agreement with Nathan Levine, an individual, to purchase the domain name, ChimeraCompanyGames.com (the “Website”), as well as other associated domain names, Internet Protocol address of the website, web development, software development, design work, engineering work, images and pictures displayed on the website, computer software, artwork, programs and documentation used in the operation of the website, all tangible property mentioned, including but not limited to equipment, business machines, computer hardware and software, tooling and other fixed assets or personal property, all intangible property, including but not limited to all rights, titles and interests of the Seller, if any, under any leases of property or equipment, all intellectual property rights, including but not limited to, trademarks, trade names, service marks, service names copyrights, telephone numbers, telephone listings, email listings, data bases and the like, all contracts and agreements relating to the business inventories, accounts receivable, and all other assets used in the operation of the business. Not included in the sale was existing cash on hand and any causes of action not related to the purchased assets.

ChimeraCompanyGames.com is a well-established game platform with a portfolio of seven popular games and a loyal user community containing over one million users and 550,000 email addresses which produce an excellent ADPU (Average Dollar Per User) that exceeds the gaming industry average.

The asset purchase includes two website domains, www.ChimeraCompanyGames.com and www.ChimeraCompany.com, all online and social media games currently available on these websites, several Facebook social media accounts, all current customer accounts which include one million unique users, and 550,000 email addresses. The games within the Chimera portfolio include:

a)The Mob: Rise of the Don

b)Monster Island

c)Renegade

d)Zombie Rezurrection

e)Syndicate

f)Mercenary Star

g)Heroes: Knights of the Realm

The assets are monetized by offering free to play games on social media and web portals with premium currency sold in the game. The current primary driver of user traffic comes from Facebook, but additional customers play the games directly on the Chimera games website portal at www.chimeracompanygames.com. MMEG will be expanding the worldwide usage and revenue generation of these social games by making them available on MMEG’s previously acquired Poolworks (Germany) Ltd (MeinVZ and StudiVZ) social media networks in Germany, Austria and Switzerland.

Reality TV Series

The Company’s two planned reality TV series, The Bobby Earnhardt Show and Dennis Gile: Quarterback Academy, are seeking potential promotional representation and parties interested in broadcasting the shows. We are currently in discussions to determine the next steps.

The agreement with Bobby Earnhardt involves a potential television series and related ancillary materials in connection therewith. If a series is produced, of which there are no assurances as to the likelihood of this happening, Mr. Earnhardt will be entitled to 12% of the net profits, if any. The agreement with Dennis Gile involves a potential television series and related ancillary materials in connection therewith for which Mr. Gile will receive a weekly fee of $1,500 to $3,000 during production of a show. He may also become eligible to receive 8 to 12% of profits if a show is produced and distributed. There are no assurances that a show will ever be produced.

Music

The Company has started work on a third album; title Crossing – From Here to Eternity which will feature singing artist Suzanne Olmon and a special appearance by Grammy award-winner singer, Cynthia Clawson. The work will be focused on the adult contemporary listening market to offer the broadest appeal possible and afford us the opportunity for radio airtime play, and being rated on platforms such as Billboard. The album is currently in the planning and rehearsal phase with plans of moving into the recording studio by the fourth quarter of 2017.

Summary of Current Roll-up Strategy

MMEG is developing a roll-up strategy to acquire distribution technology companies such as social media platforms, subscription based platforms and ecommerce products that can utilize these platforms for the delivery of both content and e-commerce sold products at the same time. MMEG will look to acquire future products, services and technologies to be used and made available through its media network allowing access to the Company’s full line of products, services and content over the internet and via mobile devices.

In addition to the Company’s roll-up strategy, MMEG will concentrate on reality content production for its Earnhardt and Gile Sports related reality projects for the next 12 months because of the agreements in place and additional ones being negotiated.

Co-Productions – involve raising and providing funds for films that have started production and require additional financing. If we are able to obtain financing through management contacts, we could be selective in these ventures which potentially benefit MMEG. The co-financing scenarios and requirements would look like this:

A studio project that is well-packaged with a good script, key actors, and notable director;

An independent film project that is well-packaged with a good script, key actors, and notable Director with 50% financing in place; or

An independent film project that is well-packaged with a good script, key actors, and notable director with worldwide distribution in place.

Studios also often hire film production companies to produce films from their large inventories because they do not have the time and/or financial capability to undertake these projects due to emphasis being placed on larger mega productions. When the studio and the production company agree on a budget for the film, the production company keeps the difference between the budget and the actual cost of production, as well as a producer’s fee and a fixed percentage of the film’s income from all distribution sources.

MMEG’s ability to produce quality films at or under budget will stem from low overhead and strong relationships with industry suppliers. As MMEG will not receive funds (other than the producer’s fee which is paid over the course of production) from the studio until after the film is delivered, interim financing will be arranged to cover the cost of producing the film. A completion bond will be mandatory. We cannot provide any assurances as to the likelihood of being able to obtain interim financing or a completion bond.

Acquisition to Rights of Finished Films: we will identify potentially profitable, generally low-budget, films through our network of independent filmmakers as well as industry festivals and trade shows like Sundance, Tribeca, Cannes, and Toronto.

While it is possible that one or more of these films will be distributed in theaters, our business plan only relates to revenue sources from non-theatrical outlets.

We will negotiate to acquire the rights to license (as sales agent) these films for a period of seven to 25 years in return for a commission ranging from 10-30% of the licensing fees paid by the distributors. In some cases, we will incur minimal upfront costs including: advances to the filmmaker, costs for finalizing the film, and marketing costs. Upon signing a sales agent contract, we and the filmmakers will agree on the “market attendance fees”, trailer/artwork and other marketing costs. These costs, along with any advances to the filmmaker and/or costs to complete the film, will be recouped before any proceeds are paid to the filmmaker. We estimate that we will incur costs of approximately $25,000 to $150,000 per film to prepare marketing materials including the production of a trailer, artwork, etc.

MMEG will market these films to distributors in domestic by utilizing its relationships with distributors for various markets, as well as through industry shows and conferences. In the future, MMEG will consider distributing in international markets to be determined. However, no specific plans exist at this time and will not be undertaken unless and until we have the resources to do so.

All aspects of MMEG’s business plans require financing to implement. The Company is seeking such financing in a variety of places. No assurances can be given as to the likelihood or timing of receiving the necessary financing to implement all or any part of MMEG’s business plan.

Competition

The competition in the film and reality television industries ranges from major film production companies and networks to small independent film makers and distributors.

The videogames industry is highly competitive with multiple customer segments on multiple technology platforms. Most video games are not successful. The industry is highly competitive in terms of getting funding and/or contracts. In addition, the costs, risks, and complexities of developing games are continually increasing, making the entire process more difficult and competitive.

The competition in the social media industry is driven by consumer and business needs for information and entertainment. The profitability of individual companies depends on their ability to deliver relevant information to consumers and to offer advertisers desirable target markets. Large companies enjoy economies of scale in marketing and in their ability to develop and maintain multiple websites. Smaller companies can compete by focusing on niche markets. The US industry is highly concentrated: the top 50 companies account for about 80% of revenue.

Advertising is a major source of revenue, and Google holds the largest share. Facebook holds the second-largest share. Other market leaders include Microsoft, Yahoo!, and Twitter.

Companies in the internet publishing, broadcasting, and search portal industry also compete with other publishers and broadcasters, and with the internet-related businesses of leading technology and entertainment companies. Primary competitors for advertising spending include television, newspapers, magazines, and radio companies.

The competition for e-commerce solutions is extremely competitive and we may find ourselves unable to compete effectively. Because there are relatively low barriers to entry in the e-commerce market, we expect continued intense competition as current competitors expand their product offerings and new competitors enter the market. In addition, our clients and partners may become competitors in the future. Increased competition is likely to result in price reductions, reduced margins, longer sales cycles and a decrease or loss of our market share, any of which could negatively impact our revenue and earnings.

Most of these competitors have significantly more financial resources than do we. Our principal method to compete is to utilize the knowledge, experience and contacts of our management team. We cannot provide any assurances as to the likelihood of our success in this regard.

Intellectual Property

The Company currently owns the proprietary software games purchased with the ChimeraCompanyGames.com and websites and domain names with Poolworks (Germany), Ltd.

Operations

A summary of operations for the nine-months ended September 30, 2017 and 2016 as follows:

		2017		2016

Operations:
Revenue	$	135,661	$	2,500
Impairment of goodwill		2,297,000		-
Operating expenses		1,369,102		542,062

Loss from operations	$	(3,530,441)	$	(539,562)

Loss from discontinued operations		(40,780,852)		-

Other Income (Expense)
Interest expense		(629,715)		(289,767)
Derivative liability gain (loss)		(1,297,560)		108,480
Debt discount amortization		(527,893)		-
Foreign Currency -Gain		6,098,801		-
Total Other Expense		3,643,633		(181,287)

Net loss	$	(40,667,660)	$	(720,849)

As of September 30, 2017, the Company earned advertising revenue from Chimera Games of $135,661 and expensed operating costs of web server expenses and programming fees and administrative costs of $1,369,102. The Company recorded impairment of goodwill for the disposition of Poolworks (Germany), Ltd of $2,297,000. Administrative costs consist of office expenses, marketing expenses, merger and acquisition consultants, valuation consultants, audit, accounting and tax professional fees, travel fees, SEC and corporate and filing fees. The Company incurred interest expense of $629,715, (527,893) of debt discount on convertible promissory notes at September 30, 2017. The Company also incurred foreign currency gain of $6,098,801 at September 30, 2017.

Other

As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below and/or elsewhere in this prospectus. We believe that the perception that many people, including potential customers and business associates, have of a public company make it more likely that they will be more likely to engage a public company for services or accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. However, there can be no assurances that we will be successful in any of those efforts even if we are a public entity. Additionally, issuance of restricted shares would necessarily dilute the percentage of ownership interest of our stockholders.

Liquidity

Currently, the Company's operations have generated revenue. Additional cash received by the Company has come from loans and investors. Cash used in operations amounted to $103,026 and $184,405, and the Company had cash flow from investing activities of $75,334 and -0- for September 30, 2017 and 2016, respectively, During the third quarter, 2017 and 2016, $163,304 and $184,399 were provided by financing activities.

At September 30, 2017, the Company was obligated for demand loans of $333,787 due to the Company’s President. The loans were made from his personal resources, the proceeds from which were used to finance operations. All demand loans made by the Company’s President bear interest at 3% per annum. His personal resources do not permit him to make additional loans to the Company.

The Company has a demand loan payable outstanding in the principal amount of $17,230 from a former officer and a director and is non-interest bearing. The note is unsecured. Private capital, if sought, will be sought from former business associates of our founder or private investors referred to us by those business associates. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurances, we may attempt to use shares of our common stock to compensate employees/consultants and independent contractors wherever possible. The prices that will be used will be determined during negotiations and may or may not be at perceived market values. We also believe that if a market does develop for our shares that our chances to raise funds will increase significantly.

We have become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and other services. We are subject to the reporting requirements of the Exchange Act of '34 and will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate, based on verbal discussions with consultants, accountants and lawyers that these costs may range up to $200,000 per year for the next few years. In the next one to two fiscal years, we will take every step possible to minimize these costs.

Through their past work and various participations in business organizations, our three executive officers know many professionals who are knowledgeable in the area of public company obligations. Although we have no formal commitments, we believe that some of these professionals may assist us for very reasonable costs. We also hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensate independent contractors who provide professional and other services to us, although there can be no assurances that we will be successful in any of those efforts. We will reduce the compensation levels paid to management if there is insufficient cash generated from operations to satisfy these costs.

Recently Issued Accounting Pronouncements

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards.

Critical Accounting Policies

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements, included in the Registration Statement on Form S1, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

Seasonality

We expect that business volume will typically be highest during the period May through October.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Internal Controls over Disclosure Controls and Procedures and Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Our internal control over disclosure controls and procedures and financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

As of September 30, 2017, our management conducted an assessment of the effectiveness of the Company's internal control over disclosure controls and procedures and financial reporting. In making this assessment, management followed an approach based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (known as “COSO”). Based on this assessment, management determined that the Company's internal control over disclosure controls and procedures and financial reporting as of September 30, 2017 was not effective.

Our internal controls were not effective as we have historically not dedicated sufficient funds and other resources to our accounting and financial reporting functions. We currently see no imminent change in this situation.

During the quarter-ended September 30, 2017, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over disclosure controls and procedures and financial reporting.

The Company’s management, including the Company’s CEO/CFO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

PART II

ITEM 1 LEGAL PROCEEDINGS

None

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the nine months ended September 30, 2017, we issued 781,404,974 shares of common stock for services. We also issued 6,601,402,191 shares of common stock upon the conversion of notes payable.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 MINE SAFETY DISCLOSURES

N/A

ITEM 5 OTHER INFORMATION

None

ITEM 6 EXHIBITS

Exhibit Number		Description

31.1		Section 302 Certification of Chief Executive Officer and Chief Financial Officer

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
101		XBRL

SIGNATURES

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

MOMENTOUS ENTERTAINMENT GROUP, Inc.

(Registrant)

By:/s/ Kurt E. Neubauer

Kurt E. Neubauer

Chief Executive Officer

December 4, 2017

MOMENTOUS ENTERTAINMENT GROUP INC 10-Q/A