0001286459false--09-30FY2021false0.00119000000000229257409241892264250.0010.0015000000515151458400.70250000500000P4DThe note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 128% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note. 151000880010000132001995010.100.11000005940015100010000010000088002200080003600017930080000100000108000100000540003305561519418097945005390051000400081815006000016125015950015950015950015950010000011880011880059400264000154000132000137500The note is unsecured, bears an interest rate of 10% per annum and matured on September 4, 2020.The Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 115% to 140% as defined in the note agreement.The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 100% to 136% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 134% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note is unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date.The note are unsecured and bears interest at the rate of 12% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert on the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 55% to the lowest trading price during the previous 20 trading days of the conversion date subject to adjustment for stock splits, stock dividends, right offering, combinations, recapitalization, reclassification, extraordinary distributions and similar events.The note are unsecured and bears interest at the rate of 12% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 58% of the average of the lowest 2 trading prices of the Company’s common stock during the 10 trading days immediately preceding the conversion date.The note are unsecured and bears interest at the rate of 12% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 58% of the average of the lowest 2 trading prices of the Company’s common stock during the 10 trading days immediately preceding the conversion date.The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 134% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note. The note holder had the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company had the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 134% as defined in the note agreement. After this initial 180-day period, the Company had no right to prepay the note.During the first 60 to 180 days following the date of the note, the Company had the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 134% as defined in the note agreement. After this initial 180-day period, the Company had no right to prepay the note. The note holder shall have the right to convert beginning on the date which was 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of these notes, the Company had the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 100% to 136% as defined in the note agreement. After this initial 180-day period, the Company had no right to prepay the note. The note holder shall have the right to convert beginning on the date which was 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of these notes, the Company had the right to prepay the principal and accrued but unpaid interest due under these notes, together with any other amounts that the Company may owe the holder under the terms of these notes, at a premium ranging from 125% to 140% as defined in the note agreement. After this initial 180-day period, the Company had no right to prepay the note. The note holder shall have the right to convert beginning on the issuance date, the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price to a price which is 52% of the lowest trading price of the Company’s common stock during the 18 prior trading days including the day of the conversion date. The note is unsecured and bears interest at the rate of 12% per annum (24% default rate) and matured in April 2018. The note holder had the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 50% of the volume weighted average price of the Company’s common stock during the 20 trading days immediately preceding the conversion date. During the first 30 to 180 days following the date of the notes, the Company had the right to prepay the principal and accrued but unpaid interest due under these notes, together with any other amounts that the Company may owe the holder under the terms of these notes, at a premium ranging from 115% to 135% as defined in the note agreements. After this initial 180-day period, the Company had no right to prepay the note. The 10% convertible promissory notes and all accrued interest are due one year from the date of issuance. The note are unsecured and bears interest at the rate of 10% per annum (24% default rate) from the issuance date thereof until the notes are paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 54% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. The Company does not have a right to prepay the note. 0.1165000125000108002020-09-042020-06-112020-05-092020-03-152020-05-222020-02-20625030003000121518190248250002021-09-162017-08-1518000040000430000430000600025000024-month600012000125000160000000.061P0YP3Y7M24D36000P5Y1153362000the services rendered hereunder, the Sales Agent shall receive 20% on international sales, 15% on domestic sales, and for Netflix sale commission will be 10% for worldwide deal and 7.5% for domestic 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0001286459false--09-30FY2022false0.00119000000000803566583141892264250.0010.00151515151500000032265962775675000016125516125505400012151819024803305560510006765084046290061513100556151332522P5Y106160007649991482201482201100020750800014000110006000880030006000452540000.120.120.01The note is unsecured, bears an interest rate of 10% per annum (24% default rate) and matured on October 31, 2019.The note is unsecured, bears an interest rate of 10% per annum (24% default rate) and matured on November 6, 2019.The 10% convertible promissory note and all accrued interest is due on January 7, 2022.The 10% convertible promissory note and all accrued interest is due on February 24, 2022.The 10% convertible promissory note and all accrued interest is due on April 1, 2022.The 10% convertible promissory note and all accrued interest is due on April 8, 2022.The 10% convertible promissory note and all accrued interest is due on May 3, 2022.The 10% convertible promissory note and all accrued interest is due on June 21, 2022.The 10% convertible promissory note and all accrued interest is due on July 12, 2022.The 10% convertible promissory note and all accrued interest is due on July 27, 2022.The 10% convertible promissory note and all accrued interest is due on September 17, 2022.. The note is unsecured, bears an interest rate of 12% per annum (24% default rate) and matured in June 2018. The note holder had the right to convert beginning on the date which is the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is the lower of (1) 50% of the volume weighted average price of the Company’s common stock during the last 20 trading days prior to the date of conversion or (2) 50% of the lowest closing price during the last 20 trading days immediately preceding the conversion date. During the first 90 to 180 days following the date of this note, the Company had the right to prepay the principal and accrued but unpaid interest due under this note, together with any other amounts that the Company may owe the holder under the terms of this note, at a premium ranging from 135% to 150% as defined in the note agreement. After this initial 180-day period, the Company had no right to prepay the noteThe 10% convertible promissory notes and all accrued interest are due one year from the date of issuance. The note are unsecured and bears interest at the rate of 10% per annum (24% default rate) from the issuance date thereof until the notes are paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 54% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. The Company does not have a right to prepay the note.The note holder had the right to convert beginning on the date which is the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is the lower of (1) 50% of the volume weighted average price of the Company’s common stock during the last 20 trading days prior to the date of conversion or (2) 50% of the lowest closing price during the last 20 trading days immediately preceding the conversion date. During the first 90 to 180 days following the date of this note, the Company had the right to prepay the principal and accrued but unpaid interest due under this note, together with any other amounts that the Company may owe the holder under the terms of this note, at a premium ranging from 135% to 150% as defined in the note agreement. After this initial 180-day period, the Company had no right to prepay the note.The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 55% of the lowest trading price during the 15 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 115% to 138% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 100% to 136% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note holder shall have the right to convert beginning on the date which was 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of these notes, the Company had the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 100% to 136% as defined in the note agreement. After this initial 180-day period, the Company had no right to prepay the note.The note holder shall have the right to convert beginning on the date which was 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of these notes, the Company had the right to prepay the principal and accrued but unpaid interest due under these notes, together with any other amounts that the Company may owe the holder under the terms of these notes, at a premium ranging from 125% to 140% as defined in the note agreement. After this initial 180-day period, the Company had no right to prepay the note.The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 134% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 134% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 134% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The 10% convertible promissory notes and all accrued interest are due one year from the date of issuance. The note are unsecured and bears interest at the rate of 10% per annum (24% default rate) from the issuance date thereof until the notes are paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 54% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. The Company does not have a right to prepay the note.The note is unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 134% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 128% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note holder shall have the right to convert on the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 55% of the lowest trading price during the 20 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 130% to 145% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note holder shall have the right to convert on the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 55% of the lowest trading price during the 20 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 130% to 145% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note holder has the right to convert beginning on the date which is the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is the lesser of (1) lowest 25 trading days prior to the date of this note or (2) 50% of the lowest closing price during the last 25 trading days immediately preceding the conversion date. If the conversion price is less than $0.10 at any time after the issue date, the principal amount of the note shall increase by $15,000 and the conversion price shall decrease to 30% instead of 50%. During the first 90 to 180 days following the date of this note, the Company had the right to prepay the principal and accrued but unpaid interest due under this note, together with any other amounts that the Company may owe the holder under the terms of this note, at a premium ranging from 135% to 150% as defined in the note agreement. After this initial 180-day period, the Company had no right to prepay the note.The note is unsecured and bears interest at the rate of 10% per annum (24% default rate) from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 128% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note is unsecured and bears interest at the rate of 10% per annum (24% default rate) from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 128% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note is unsecured and bears interest at the rate of 10% per annum (24% default rate) from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 128% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note is unsecured and bears interest at the rate of 10% per annum (24% default rate) from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 128% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note is unsecured and bears interest at the rate of 10% per annum (24% default rate) from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 128% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note is unsecured and bears interest at the rate of 10% per annum (24% default rate) from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 128% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note are unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 128% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note is unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 128% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.The note is unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 128% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note.161250161250650001165250.6130000010000100000720031500015100014500080000238000210000135000The note is unsecured and bears interest at the rate of 10% per annum (24% default rate) from the issuance date thereof until the note is paid0.01The note is unsecured and bears interest at the rate of 12% per annum (24% default rate) and matured in April 2018. The note holder had the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 50% of the volume weighted average price of the Company’s common stock during the 20 trading days immediately preceding the conversion date. During the first 30 to 180 days following the date of the notes, the Company had the right to prepay the principal and accrued but unpaid interest due under these notes, together with any other amounts that the Company may owe the holder under the terms of these notes, at a premium ranging from 115% to 135% as defined in the note agreements. After this initial 180-day period, the Company had no right to prepay the note.The Notes bears an interest rate of 10% per annum (24% default rate) and matured one year from the date of issuance and. The note holder shall have the right to convert beginning on the issuance date, the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price to a price which is 52% of the lowest trading price of the Company’s common stock during the 18 prior trading days including the day of the conversion 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, ~~2021~~2022

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

Commission File No. – 000-55717

All For One Media Corp.

(Name of registrant as specified in its Charter)

Utah		81-5006786
(State or other Jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

236 Sarles Street Mt. Kisco, New York 10549		(914) 574-6174
(Address of Principal Executive Offices)		(Registrant’s Telephone Number, including area code)

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

Title of Each Class		Trading Symbol		Name of each Exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of March 31, ~~2021~~2022, the last business day of the registrant’s last completed second quarter, based upon the closing price of the common stock of $0.~~001~~0002 on such date is $41,~~078~~164,~~549~~542.~~18.~~

As of December 626, ~~2021~~2022, there were 48,~~546~~135,~~809~~737,~~880~~831 shares of the issuer’s common stock, par value $0.001, issued and outstanding.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	1210
Item 2.	Properties	1210
Item 3.	Legal Proceedings	1210
Item 4.	Mine Safety Disclosures	1210
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1311
Item 6.	Selected Financial Data	1312
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1412
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2018
Item 8.	Financial Statements and Supplementary Data	2018
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2018
Item 9A.	Controls and Procedures	2018
Item 9B.	Other Information	2118
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2219
Item 11.	Executive Compensation	2320
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2522
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2622
Item 14.	Principal Accounting Fees and Services	2623
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	2825
Item 16.	Form 10-K Summary	2926
	Signatures	3027

2 ~~Table of Contents~~

Forward Looking Statements

Except for historical information, the following Management’s Discussion and Analysis contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) discussions about the entertainment industry and trends, (b) our projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital, (g) our lack of operational experience and (h) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as well as in this Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC. We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Report will in fact occur as projected.

Table of Contents

PART I

ITEM 1. BUSINESS

Description of Business

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

On December 7, 2016, the Company organized a subsidiary in the state of Nevada, Crazy for the Boys Movie, LLC (“CFTB Movie”) which was created for the sole purpose of financing, producing and commercially exploiting (via all distribution sources and other means of revenue generation) one feature-length motion picture as a coming of age, musical dramedy, entitled Drama Drama (formerly with a working title of “Crazy For ~~The~~the Boys”) and all of its allied, ancillary, subsidiary and merchandising rights. The Company is the Managing Member of CFTB Movie and will have the sole and exclusive right to operate CFTB Movie. As of September 30, 2022 and 2021, the Company owns approximately 70% of CFTB Movie, the Company’s majority owned subsidiary.

In May 2017, the Company entered into an Assignment and Transfer Agreement with Crazy for the Boys GA LLC (“CFTB GA”), a company organized in the state of Georgia, whereby CFTB GA assigned and transferred all ownership, asset rights and other interest in CFTB GA to CFTB Movie. CFTB GA was created for the sole purpose of producing the ~~one~~Movie ~~feature-length motion picture entitled “Crazy For The Boys”~~ in the State of Georgia, in the city of Savannah, which offers production incentives up to 30% of Georgia production expenditures in transferable tax credits. The Georgia tax incentive program is available for qualifying projects, including feature films, television series, commercials, music videos, animation and game development. Consequently, CFTB GA became a wholly owned subsidiary of CFTB Movie and as of ~~December~~September 3130, ~~2018~~2022 and 2021, the ~~interim unaudited~~ consolidated financial statements of the Company include the accounts of CFTB GA. Filming for the Movie was completed in July 2017 and the post-production phase was completed in December 2018. The Company started to screen the movie in January 2019 for potential buyers. The Company had received several offers for the distribution of the film and the Company continues to review any offers.

4All ~~Table~~For One Media Corp. is in the business of ~~Contents~~targeting the lucrative tween demographic across a multitude of entertainment platforms. The Company’s primary business objective is to embark on creating, launching and marketing original pop music groups, commonly referred to as “boy bands” and “girl groups,” by utilizing both traditional and social media models. All For One Media owns over fifty completed professionally produced master recordings, as well as a full-length motion picture entitled Drama Drama (formerly with a working title of “Crazy For the Boys”) (the “Film”) that is ready for release. This musical comedy’s backstory creates a fictional girl group by the name of “Drama Drama”, and the Company intends to launch a new girl group with the same name simultaneous to the release of the Film.

~~All For One Media Corp. is in the business of targeting the lucrative tween demographic across a multitude of entertainment platforms.~~ The Company’s ~~primary~~expects ~~business~~to ~~objective~~generate isrevenues tofrom ~~embark~~movie onreceipts, ~~creating~~sales, ~~launching~~downloads and ~~marketing~~streaming of original ~~pop~~recorded music, ~~groups~~videos, ~~commonly~~motion ~~referred~~pictures, tomusic ~~as “boy bands” and “girl groups~~publishing,” bylive ~~utilizing both traditional and social media models. All For One Media owns over fifty completed professionally produced master recordings~~performances, aslicensed ~~well~~merchandise as a full-length motion picture tentatively entitled Drama Drama (formerly with a working title of “Crazy For the Boys”) (the “Film”) that is ready for release. This musical comedy’s backstory creates a fictional girl group by the name of “Drama Drama”, and ~~the~~corporate ~~Company intends to launch a new girl group with the same name simultaneous to the release of the Film~~sponsorships.

~~The~~On January 17, 2020, our parent entity, entered into a Stock Purchase and Sale Agreement with, our former subsidiary, Carmel Valley Productions Inc. (“CVPI”) whereby the Company ~~expects~~sold 90% of its 100% interest in CVPI and any of the Company’s right to ~~generate~~receive revenues or repayment from ~~movie~~the ~~receipts~~$100,000 ~~sales,~~advance ~~downloads~~on ~~and~~film ~~streaming~~rights under the terms of ~~original~~the ~~recorded~~Co-Production ~~music,~~and ~~videos,~~Finance ~~motion~~Agreement ~~pictures,~~dated ~~music~~on ~~publishing~~July 24, ~~live performances~~2019, ~~licensed~~for ~~merchandise~~a ~~and~~total ~~corporate~~purchase ~~sponsorships~~price of $50,000.

On ~~January~~February 1716, ~~2020~~2021, we entered into an agreement with Quiver Distribution RB USA, Inc (“Quiver”) to distribute (“Distribution Agreement”) our ~~parent~~full-length ~~entity~~PG13-rated feature film, ~~entered~~Drama ~~into~~Drama, (formerly with a ~~Stock~~working ~~Purchase~~title ~~and~~of ~~Sale~~“Crazy For the Boys”). Pursuant to the Distribution Agreement, ~~with~~rights for all forms of VOD (including but not limited to transactional, ~~our~~subscription ~~subsidiary~~and advertising), ~~Carmel~~EST, ~~Valley~~television, ~~Productions~~non-theatrical ~~Inc.~~were ~~whereby~~given to Quiver and all other rights were reserved to the Company ~~sold~~including 90ad-free Youtube rights. In addition, after Quiver has deducted its distribution fee and recouped 100% of its actual, direct, arms-length expenses (“distribution expenses”), 100% ~~interest~~of inthe ~~CVPI~~backed ~~and~~participation ~~any~~shall ofgo to the Company’s. ~~right~~Further, toQuiver ~~receive~~shall ~~revenues~~earn ora ~~repayment~~distribution ~~from~~fee ~~the~~of ~~$100~~20%,~~000~~ ~~advance~~increasing onto ~~film~~30% ~~rights~~once ~~under~~Quiver has returned $400,000 to the ~~terms~~Company. As of ~~the~~September ~~Co-Production~~30, ~~and~~2022, ~~Finance~~Quiver ~~Agreement~~had ~~dated~~not onyet ~~July~~recouped ~~24,~~their ~~2019,~~distribution ~~for~~expenses aand ~~total~~we ~~purchase~~have ~~price~~not realized ofany ~~$50,000~~revenue.

OnThe ~~February 16, 2021, we entered into an agreement with Quiver Distribution RB USA, Inc (“Quiver”) to distribute (“Distribution Agreement”) our full-length PG13-rated feature~~ film, Drama Drama, ~~(formerly~~was ~~with~~released aon ~~working~~June ~~title~~1, ~~of “Crazy For the Boys”). Pursuant to the Distribution Agreement~~2021, ~~rights~~available ~~for~~across all ~~forms~~major ofplatforms, ~~VOD (~~including ~~but~~iTunes, ~~not~~Amazon, ~~limited~~Google, toMicrosoft, ~~transactional~~Vudu, ~~subscription~~Fandango ~~and~~Now, ~~advertising)~~Comcast, ~~EST~~Cox, ~~television~~Spectrum, ~~non-theatrical~~DirectTV, ~~were given to Quiver~~ and ~~all~~Dish, ~~other~~among ~~rights were reserved to the Company including ad-free youtube rights~~others. In addition, ~~after~~Drama ~~Quiver~~Drama ~~has~~is ~~deducted~~available ~~its~~on ~~distribution fee and recouped 100% of its actual~~Youtube, ~~direct,~~where ~~arms-length~~it ~~expenses~~is ~~(“distribution~~approaching ~~expenses”),~~five ~~100%~~million ofviews ~~the~~and ~~backed participation shall go to the Company. Further, Quiver shall earn a distribution fee of 20%, increasing to 30% once Quiver~~ has ~~returned~~been ~~$400,000~~watched toin ~~the~~over ~~Company.~~100 Ascountries ofon ~~September~~5 ~~30, 2021, Quiver had not yet recouped their distribution expenses and we have not realized any revenue~~continents.

~~The~~This ~~film,~~first ~~Drama~~window ~~Drama,~~in the release process was ~~released~~SVOD on(Streaming) ~~June~~as 1,discussed ~~2021,~~above ~~available~~and ~~across~~the ~~all~~second ~~major~~window ~~platforms,~~in ~~including~~the ~~iTunes,~~release ~~Amazon,~~process ~~Google,~~will ~~Microsoft,~~be ~~Vudu,~~by ~~Fandango~~International ~~Now~~Sales, ~~Comcast~~Cable and Broadcast TV. In addition, ~~Cox~~the Drama Drama Official Soundtrack has been released through all major music streaming platforms on May 18, ~~Spectrum~~2021, ~~DirectTV~~including Spotify, ~~and~~Apple ~~Dish~~Music, ~~among~~and ~~others~~TikTok.

~~This~~As ~~first~~previously ~~window~~discussed, inDrama ~~the~~Drama ~~release~~(formerly ~~process~~with ~~was~~a ~~SVOD~~working ~~(Streaming)~~title asof ~~discussed~~“Crazy ~~above~~For ~~and~~ the ~~second~~Boys”), ~~window in~~ the ~~release~~motion ~~process~~picture, ~~will~~has betested bywell ~~International~~with ~~Sales,~~our ~~Cable~~target tween and ~~Broadcast~~teen ~~TV.~~demographic Inin ~~addition,~~its ~~the~~own ~~Drama~~right, ~~Drama~~but ~~Official Soundtrack~~ has also been ~~released~~designed ~~through~~to ~~all~~serve ~~major~~as ~~music~~a ~~streaming~~100-minute ~~platforms~~launch onvehicle ~~May~~for ~~18,~~Drama ~~2021~~Drama, ~~including~~the ~~Spotify,~~girl ~~Apple Music, and TikTok~~group.

AsOur ~~previously~~goal ~~discussed,~~is ~~Drama~~to ~~Drama~~generate ~~(formerly~~revenues ~~with~~related ato ~~working~~the ~~title~~Drama ofDrama ~~“Crazy~~franchise ~~For~~from the ~~Boys”)~~movie, ~~the motion picture~~music, ~~has tested well with our target tween and teen demographic in its own right~~merchandising, ~~but~~live ~~has~~concert ~~also been designed to serve as a 100-minute launch vehicle for Drama Drama~~performances, ~~the~~and ~~girl~~additional ~~group~~sources.

~~Our~~4 ~~goal~~Table isof ~~to generate revenues related to the Drama Drama franchise from the movie, music, merchandising, live concert performances, and additional sources.~~Contents

~~ITEM~~We 1Aare currently exploring opportunities to expand the Drama Drama brand and has held several talks about a short or long form sequels well as new Drama Drama recordings and Music Videos. ~~RISK~~In ~~FACTORS~~FY 2022, the Company released the song and Dance Video Snoochie Boochie which was written by Billboard award winning song writer Sam Hollander and produced by multi-platinum producer Rob Grimaldi.

~~This~~The ~~investment~~Company ~~has~~plans aon ~~high~~introducing ~~degree~~a ofnew ~~risk.~~music ~~Before~~platform ~~you~~in ~~invest~~2023 ~~you~~with ~~should carefully consider~~ the ~~risks~~release ~~and uncertainties described below and the other information in this prospectus. If any~~ of ~~the~~two ~~following~~new ~~risks~~singles ~~actually occur, our business, operating results~~ and ~~financial~~accompanied ~~condition~~by ~~could~~Music ~~be harmed and the value of our stock could go down~~Videos. ~~This means you could lose all or a part of your investment.~~

~~RISKS~~In ~~RELATED~~addition, TOthe ~~OUR~~Company ~~COMPANY~~is developing a new Screen Play, with the expectation that it will be produced in FY 2023 and completing a sizzle reel for the Dream Street documentary which will be released in Q2 2023.

AnWe ~~occurrence~~plan ofon anintroducing ~~uncontrollable~~other ~~event~~entertainment ~~such~~initiatives asthat ~~the~~are ~~COVID-19~~currently ~~pandemic~~in ~~may~~earlier ~~negatively~~stages ~~affect~~of ~~our operations~~discussion.

~~The~~ITEM ~~occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations~~1A. ARISK pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.FACTORS

WeThis ~~may~~investment ~~not~~has ~~achieve~~a ~~profitability~~high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or ~~positive~~a ~~cash~~part ~~flow~~of your investment.

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

5An ~~Table~~occurrence of ~~Contents~~an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations.

WeThe ~~have~~occurrence aof ~~limited~~an ~~operating~~uncontrollable ~~history~~event ~~which~~such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not beonly animpact ~~indicator~~our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our ~~future~~efforts ~~results~~to comply with our filing obligations with the Securities and Exchange Commission.

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

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

We ~~intend~~have ~~to derive all revenue from two properties, the Drama Drama film and the associated soundtrack, which, even if successful, will likely generate revenues for only~~ a limited ~~period~~operating ofhistory ~~time.~~which ~~Because our licensing revenue is highly subject to the changing trends in the entertainment business, our licensing revenue~~ may not be ~~subject~~an toindicator ~~dramatic increases and decreases. Nevertheless, we feel that by promoting these two properties to launch our brand, we can successfully leverage the maturity~~ of ~~social media to connect tweens with content that is relevant and with which they can identify. We plan to expand~~ our ~~operations~~future ~~with other films and the creation of a girl band and boy band~~results.

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

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

~~The~~We ~~entertainment~~intend ~~industry is highly competitive, rapidly evolving and subject~~ to ~~constant~~derive ~~change.~~all ~~Other~~revenue ~~entertainment~~from ~~companies~~two ~~currently~~properties, ~~offer one or more of each of~~ the ~~types~~Drama ofDrama ~~products~~film and ~~services~~the weassociated ~~plan~~soundtrack, towhich, ~~offer.~~even Inif ~~addition~~successful, ~~our~~will ~~music~~likely ~~and~~generate ~~motion~~revenues ~~picture productions will compete~~ for ~~audience~~only ~~acceptance~~a ~~and~~limited ~~exhibition~~period ~~outlets~~of ~~with~~time. ~~music~~Because ~~and~~our ~~motion~~licensing ~~pictures~~revenue ~~produced~~is ~~and~~highly ~~distributed~~subject byto ~~other~~the ~~larger,~~changing ~~more~~trends ~~established~~in ~~companies.~~the Asentertainment ~~a result~~business, ~~the success of any of~~ our ~~recorded~~licensing ~~music~~revenue ~~products~~may orbe ~~motion~~subject ~~pictures~~to isdramatic ~~dependent~~increases ~~not only on the quality~~ and ~~acceptance~~decreases. ~~of a particular production~~Nevertheless, ~~but~~we ~~also~~feel onthat ~~numerous~~by ~~independent~~promoting ~~companies~~these ~~with~~two ~~whom~~properties weto ~~may~~launch ~~partner.~~our ~~Some~~brand, ofwe ~~our~~can ~~competitors~~successfully inleverage the ~~music~~maturity ~~business~~of ~~will~~social ~~include~~media ~~Motown,~~to ~~Time~~connect ~~Warner~~tweens ~~Inc.,~~with ~~Universal~~content ~~Music~~that ~~Group,~~is ~~Sony~~relevant ~~BMG,~~ and ~~EMI,~~with ~~and~~which ~~numerous~~they ~~independent~~can ~~companies~~identify. We ~~expect~~plan ~~that~~to expand our ~~film~~operations ~~business will compete~~ with ~~well-established~~other ~~companies,~~films ~~including MGM, DreamWorks, Time Warner Inc., Sony, Paramount,~~ and ~~Universal,~~the ascreation ~~well as numerous small independent companies, all~~ of ~~which~~a ~~produce,~~girl ~~develop~~band ~~or market films, DVDs, television,~~ and ~~cable~~boy ~~programming~~band.

~~The~~Competition ~~Company must respond successfully to ongoing changes~~ in the ~~U.S. video~~ entertainment industry ~~and~~may ~~consumer~~make ~~viewing~~it ~~patterns~~difficult to ~~remain~~succeed ~~competitive~~long-term.

The ~~Company~~recorded ~~expects~~music, ~~that~~motion apicture, ~~substantial~~and ~~portion~~music ofpublishing ~~its~~industries ~~revenues~~are ~~and~~highly ~~profits~~competitive. ~~will~~Our becompetition ~~derived~~includes ~~from~~major ~~the~~media ~~production~~ and ~~licensing of video~~ entertainment ~~offerings.~~studios, ~~The~~independent ~~U.S.~~film ~~video~~and ~~entertainment~~music ~~industry~~production ~~is evolving~~companies, ~~with~~and ~~developments~~television innetworks, ~~technology~~both ~~leading~~generally toand ~~new~~concurrently ~~video~~at ~~services~~the ~~that~~time ~~are~~of ~~experiencing~~release ~~rapid~~of ~~growth,~~our ~~resulting~~respective ~~in higher overall video~~ content. ~~consumption~~We ascompete ~~well~~with aslarger aproduction ~~shift~~studios inthat ~~consumer~~are ~~viewing~~better ~~patterns~~capitalized, aswho ~~consumers~~can ~~seek~~fund ~~more~~projects ~~control~~based ~~over~~on ~~when,~~the ~~where,~~returns ~~and~~of ~~how~~prior ~~they view video content~~productions. ~~These~~We ~~changes~~will ~~pose~~compete ~~risks~~with tothese ~~the~~companies ~~traditional~~for ~~U.S.~~artists, ~~television~~talent, ~~industry~~airtime, and ~~some~~space ofin ~~the~~retail ~~Company’s~~outlets. ~~business~~We ~~models,~~are ~~including~~not ~~the~~at ~~disruption~~present, ofand ~~the~~do ~~traditional~~not ~~television~~expect ~~content~~in ~~delivery~~the ~~model~~foreseeable byfuture ~~video~~to ~~streaming services~~be, ~~some~~a ofsignificant ~~which~~participant ~~are~~in ~~growing~~this ~~rapidly~~marketplace. The ~~Company’s~~market ~~strategy~~for tomusic ~~address~~and ~~these~~movie ~~risks~~production, ~~including~~distribution, ~~continuing~~and tomarketing ~~produce~~is ~~high-quality~~very ~~original content~~competitive, and ~~investing~~our inlack ~~technology~~of ~~and~~experience, ~~working~~compared ~~with partners~~ to ~~enhance~~that ~~our~~of ~~content~~these ~~offerings~~competitors, may ~~not~~impair beour ~~successful.~~ability ~~The~~to ~~Company~~successfully ~~may~~produce ~~incur~~content ~~significant~~that ~~costs~~creates toa ~~implement~~positive ~~its~~return ~~strategy~~on ~~and~~investment. ~~respond~~Furthermore, towe ~~and~~face ~~mitigate~~indirect ~~the~~competition ~~risks~~ from ~~these~~alternative ~~changes,~~forms ~~and~~of leisure, ifsuch ~~not~~as ~~successful~~travel, ~~could~~sporting ~~experience~~events, aoutdoor ~~significant adverse impact on the Company’s competitive position~~recreation, ~~businesses~~ and ~~results~~other ofcultural ~~operations~~activities.

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

~~The~~5 ~~revenues~~Table ~~expected from the sale, distribution, and licensing~~ of television programming, feature films, music, and other content will depend primarily on widespread public acceptance of that content, which is difficult to predict and can change rapidly. The Company must invest substantial amounts in the production and marketing of its content before it learns whether such content will reach anticipated levels of popularity with consumers. The popularity of the Company’s content depends on many factors, only some of which are within the Company’s control. Examples include the popularity of competing content (including locally-produced content internationally), the availability of alternative forms of leisure and entertainment activities, the Company’s ability to maintain or develop strong brand awareness and target key audiences and the Company’s ability to successfully anticipate (and timely adapt its content to) changes in consumer tastes in the countries and territories in which the Company operates. Low public acceptance of the Company’s content will adversely affect its results of operations.Contents

6The ~~Table~~Company ofmust ~~Contents~~respond successfully to ongoing changes in the U.S. video entertainment industry and consumer viewing patterns to remain competitive.

~~Generally,~~The ~~feature~~Company ~~films~~expects that ~~perform~~a ~~well~~substantial ~~upon~~portion ~~initial~~of ~~release~~its ~~also~~revenues ~~have~~and ~~commercial~~profits ~~success~~will inbe ~~subsequent~~derived ~~distribution~~from ~~channels.~~the ~~Therefore,~~production ~~the~~and ~~underperformance~~licensing of avideo ~~feature~~entertainment ~~film~~offerings. The U.S. video entertainment industry is evolving, ~~especially~~with andevelopments ~~“event”~~in ~~film~~technology leading to new video services that are experiencing rapid growth, ~~upon~~resulting ~~its~~in ~~public~~higher ~~release~~overall ~~can~~video ~~result~~content consumption as well as a shift in ~~lower~~consumer ~~than~~viewing ~~expected~~patterns ~~revenues~~as ~~for~~consumers seek more control over when, where, and how they view video content. These changes pose risks to the traditional U.S. television industry and some of the Company’s ~~from~~business models, including the ~~license~~disruption of the ~~film~~traditional totelevision ~~broadcast~~content ~~and~~delivery ~~cable~~model ~~networks.~~by Ifvideo astreaming ~~new~~services, ~~“event”~~some ~~film~~of ~~fails~~which are growing rapidly. The Company’s strategy to ~~achieve~~address ~~commercial~~these ~~success~~risks, ~~upon~~including ~~release~~continuing to produce high-quality original content, itand ~~may~~investing ~~limit~~in ~~the~~technology ~~Company’s~~and ~~ability~~working with partners to ~~create~~enhance ~~new~~our content offerings, may not be successful. The ~~failure~~Company may incur significant costs to ~~develop~~implement ~~successful~~its ~~new~~strategy ~~content~~and respond to and mitigate the risks from these changes, and, if not successful, could ~~have~~experience ana significant adverse ~~effect~~impact on the Company’s competitive position, businesses and results of operations.

~~Consumer~~The ~~purchasing~~popularity ~~habits~~of ~~are~~content ~~not~~is ~~consistent~~difficult ~~throughout~~to predict and can change rapidly and low public acceptance of the ~~year~~Company’s content will adversely affect its results of operations.

~~Sales~~The revenues expected from the sale, distribution, and licensing of television programming, feature films, music, and ~~licensed~~other ~~goods~~content ~~concepts~~will ~~are~~depend ~~seasonal,~~primarily ~~with~~on awidespread ~~high~~public ~~percentage~~acceptance of ~~retail~~that ~~sales~~content, ~~occurring~~which ~~during~~is difficult to predict and can change rapidly. The Company must invest substantial amounts in the ~~third~~production and ~~fourth~~marketing ~~quarters~~of its content before it learns whether such content will reach anticipated levels of ~~the~~popularity ~~calendar~~with ~~year~~consumers. AsThe apopularity ~~result~~of the Company’s content depends on many factors, only some of which are within the ~~seasonal~~Company’s ~~nature~~control. Examples include the popularity of ~~our~~competing ~~industry~~content (including locally-produced content internationally), wethe ~~would~~availability beof ~~significantly~~alternative forms of leisure and ~~adversely~~entertainment ~~affected~~activities, bythe ~~unforeseen~~Company’s ~~events~~ability ~~that~~to ~~negatively~~maintain ~~impact~~or develop strong brand awareness and target key audiences and the ~~retail~~Company’s ~~environment~~ability orto successfully anticipate (and timely adapt its content to) changes in consumer ~~buying~~tastes ~~patterns,~~in ~~particularly~~the ifcountries ~~such~~and ~~events~~territories ~~were~~in towhich ~~impact~~the Company operates. Low public acceptance of the ~~key-selling~~Company’s ~~season~~content will adversely affect its results of operations.

~~Some~~Generally, ~~initiatives~~feature tofilms ~~respond~~that perform well upon initial release also have commercial success in subsequent distribution channels. Therefore, the underperformance of a feature film, especially an “event” film, upon its public release can result in lower than expected revenues for the Company from the license of the film to broadcast and ~~address~~cable ~~the~~networks. ~~changes~~If a new “event” film fails to achieve commercial success upon release, it may limit the UCompany’s ability to create new content.S. ~~entertainment~~The ~~industry~~failure ~~and~~to ~~consumer~~develop ~~viewing~~successful ~~and~~new ~~listening~~content ~~patterns~~could ~~may~~have bean ~~outside~~adverse effect on the Company’s ~~control~~results of operations.

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

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

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

~~Our~~While ~~success~~the ~~will~~Company ~~depend~~supports onthe ~~external~~development ~~factors~~of inbetter consumer interfaces, the ~~music~~development and ~~film~~implementation ~~industries~~of these interfaces are often outside the Company’s control. In addition, the Company may not be able to introduce new business models and products to enhance the value of its content without the cooperation of affiliates or other partners.

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

·Advances ~~the~~in ~~quality~~technology ~~and~~may ~~acceptance~~affect ofthe ~~other~~manner ~~competing~~in ~~records~~which orentertainment ~~films~~content ~~released~~is ~~into~~distributed ~~the~~to ~~marketplace~~consumers. atThese orchanges, ~~near~~which might affect the ~~same~~entertainment ~~time;~~industry ·as ~~critical~~a ~~reviews;~~whole, ·include the ~~availability~~proliferation of ~~alternative~~digital ~~forms~~music players, cloud-based services that allow consumers to download and store single songs, and pay-per-view movie services. These developments have created new outlets for consumers to purchase entertainment content. These new outlets may affect the quantity of entertainment products available for purchase and ~~leisure~~may ~~activities;~~reduce ·the ~~general~~amount ~~economic~~that ~~conditions;~~consumers ~~and~~are ·willing ~~various~~to ~~other~~pay ~~tangible~~for particular products. As a result, there could be a negative impact on our ability to sell DVDs and ~~intangible~~CDs. ~~factors~~Any failure to adapt our business model to these changes could have a material adverse effect on our revenues.

~~Each~~Our ofsuccess ~~these~~will ~~factors~~depend ison ~~subject~~external tofactors ~~change~~in ~~and~~the ~~cannot be predicted with certainty. There can be no assurance that our planned~~ music and film ~~projects will receive favorable ratings or reviews or that consumers will purchase our entertainment products and services~~industries.

~~The~~Operating ~~Company’s~~in ~~results~~the music and film industries involves a substantial degree of ~~operations~~risk. ~~may~~Each beplanned ~~adversely~~girl ~~affected~~group ifand ~~the~~boy ~~Company’s~~band ~~efforts~~music toproject ~~increase~~or ~~sales~~film ofproduction ~~its~~is ~~video~~an ~~content~~individual artistic work, and ~~make~~unpredictable ~~digital~~audience ~~ownership~~reactions determine commercial success. The commercial success of ~~content~~a ~~more~~music ~~compelling~~or tofilm ~~consumers~~project ~~are~~also ~~not~~depends ~~successful.~~on:

~~Several~~· ~~factors~~the ~~have~~quality ~~contributed~~and toacceptance ~~an industry-wide decline in sales~~ of ~~home~~other ~~entertainment~~competing ~~products~~records inor ~~physical~~films ~~formats~~released ininto ~~recent~~the ~~years,~~marketplace ~~including~~at ~~consumers~~or ~~shifting~~near tothe onsame ~~demand video subscriptions and electronic purchases and rentals~~time; ~~consumers~~· ~~electing~~critical ~~to rent films using discount rental kiosks~~reviews; ~~changing~~· ~~retailer~~the ~~strategies~~availability ~~and~~of ~~initiatives~~alternative ~~(e.g.,~~forms ~~reduction~~of ~~in floor space devoted to home~~ entertainment ~~products~~and inleisure ~~physical formats)~~activities; ~~retail~~· ~~store~~general ~~closures; weak~~ economic conditions; ~~increasing competition for consumer discretionary time~~ and ~~spending;~~· ~~and~~various ~~piracy.~~other ~~The~~tangible ~~Company’s efforts to offset the decline in sales of home entertainment products in physical formats~~ and tointangible ~~make digital ownership of content more attractive to consumers may not be successful or may take several more years to become successful~~factors.

7Each ~~Table~~ of ~~Contents~~these factors is subject to change and cannot be predicted with certainty. There can be no assurance that our planned music and film projects will receive favorable ratings or reviews or that consumers will purchase our entertainment products and services.

~~The~~6 ~~Company~~Table ~~may~~of ~~be adversely affected if distributors fail to adequately promote our creative projects.~~Contents

~~Decisions~~The ~~regarding~~Company’s ~~the~~results ~~timing~~ of ~~release~~operations ~~and~~may ~~promotional~~be ~~support~~adversely ofaffected ~~our~~if ~~girl group and boy band music, music video, motion picture, television, and related licensing products are important in determining~~ the ~~success of the~~ Company.’s Asefforts ~~with most production companies, we do not control the manner in which our distributing partners distribute our content~~ to ~~final~~increase ~~consumers.~~sales ~~Although our distributors will have a financial interest in the success~~ of ~~our~~its ~~girl~~video ~~group~~content and ~~boy~~make ~~band~~digital ~~projects,~~ownership ~~and~~of ~~decision~~content bymore ~~our~~compelling ~~distributors~~ to ~~not~~consumers ~~promote~~are ~~our~~not ~~products, or to promote a competitor’s products, could have a material adverse effect on our business and financial condition~~successful.

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

The Company ~~competes~~may with all other sources of entertainment, including television, premium pay television services, on demand video subscriptions, feature films, the Internet, home entertainment products, videogames, social networking, print media, pirated content, live sports and other events, for consumers’ leisure and entertainment time and discretionary spending. The increased number of media and entertainment choices available to consumers has made it much more difficult to attract and obtain their attention and time. There can be noadversely ~~assurance~~affected ~~that~~if ~~the~~distributors ~~Company~~fail ~~will be able~~ to ~~compete~~adequately ~~successfully~~promote inour ~~the~~creative ~~future against existing or new competitors~~projects.

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

WeIf ~~will~~the ~~rely~~Company onfails ~~copyright, trademark, and other proprietary rights law~~ to ~~protect~~compete ~~the~~successfully ~~intellectual~~against ~~property~~alternative ofsources ~~our girl group and boy band projects. Our business is subject to the risk~~ of ~~third~~entertainment, ~~parties~~there ~~infringing on these intellectual property rights. We~~ may ~~need~~be toan ~~pursue~~adverse ~~litigation~~effect toon ~~protect~~the ~~our~~Company’s ~~intellectual~~results ~~property and that~~ of ~~our authorized licensors, which could result in substantial costs and divert resources~~operations.

~~Threats~~The ofCompany ~~piracy~~competes with all other sources of ~~the~~entertainment, ~~Company’s~~including ~~content~~television, premium pay television services, on demand video subscriptions, feature films, the Internet, home entertainment products, videogames, social networking, print media, pirated content, live sports and other ~~intellectual~~events, ~~property~~for ~~may~~consumers’ ~~further~~leisure ~~decrease~~and ~~the~~entertainment ~~revenues~~time ~~received~~and ~~from~~discretionary ~~the~~spending. ~~legitimate~~The ~~sale,~~increased ~~licensing~~number of media and ~~distribution~~entertainment ofchoices ~~its~~available ~~content~~to ~~and~~consumers ~~adversely~~has ~~affect~~made ~~its~~it ~~business~~much more difficult to attract and ~~profitability~~obtain their attention and time. There can be no assurance that the Company will be able to compete successfully in the future against existing or new competitors.

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

~~The~~We ~~Company~~will ~~may~~rely beon copyright, trademark, and other proprietary rights law to protect the intellectual property of our girl group and boy band projects. Our business is subject to ~~claims~~the ~~that~~risk itof ~~infringed~~third parties infringing on these intellectual property rights. We may need to pursue litigation to protect our intellectual property and that of ~~others~~our authorized licensors, which could ~~require~~result ~~the~~in ~~Company~~substantial tocosts ~~change~~and ~~its~~divert ~~business practices~~resources.

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

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

~~Current~~The ~~conditions~~Company ~~in domestic and global economies are extremely uncertain. Adverse changes~~ may ~~occur~~be assubject ato ~~result~~claims ofthat ~~softening~~it ~~global~~infringed ~~economies,~~intellectual ~~wavering~~property ~~consumer~~rights ~~confidence caused by the threat~~ of ~~terrorism and war~~others, ~~and~~which ~~other factors capable of affecting economic conditions. Such changes~~ could ~~have~~require athe ~~material~~Company ~~adverse~~to ~~effect~~change onits ~~our~~ business, ~~financial condition, and results of operations~~practices.

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

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

8Current ~~Table~~conditions in domestic and global economies are extremely uncertain. Adverse changes may occur as a result of ~~Contents~~softening global economies, wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such changes could have a material adverse effect on our business, financial condition, and results of operations.

~~Our~~The ~~success~~Company’s ~~depends~~businesses ~~largely~~are onsubject ~~our~~to ~~management~~labor interruption.

WeThe ~~are~~Company ~~dependent~~and onsome ~~the~~of ~~continued~~its ~~employment~~suppliers and business partners retain the services of ~~Brian~~writers, ~~Lukow~~directors, ~~our~~actors, ~~President~~technicians, trade employees and ~~CEO.~~others ~~Although~~involved wein ~~believe~~the ~~that~~development weand ~~would~~production beof ~~able~~its totelevision, ~~locate~~feature afilm, ~~suitable~~and ~~replacement~~music content, ifwho weare ~~lose~~covered ~~the~~by ~~services~~collective ofbargaining Mragreements. ~~Lukow,~~If wenegotiations ~~cannot~~to ~~assure~~renew ~~you~~expiring ~~that~~collective webargaining ~~would~~agreements beare ~~able~~not tosuccessful door ~~so.~~become ~~Additionally~~unproductive, ~~our~~the ~~future~~affected ~~operating~~unions ~~results~~could ~~will~~take ~~substantially~~actions ~~depend~~such onas ~~our~~strikes, ~~ability~~work toslowdowns ~~attract~~or ~~and~~work ~~retain~~stoppages. ~~highly~~Such ~~qualified~~actions ~~management,~~or ~~financial,~~the ~~technical,~~possibility ~~creative,~~of such actions could result in delays in the production of the Company’s television programming and ~~administrative~~feature ~~personnel~~films. ~~Competition~~The ~~for~~Company could also incur higher costs from such ~~people~~actions, isnew ~~intense~~collective ~~and~~bargaining ~~can~~agreements ~~lead~~or tothe ~~increased~~renewal ~~compensation~~of ~~expenses~~collective bargaining agreements on less favorable terms. WeMany ~~cannot~~of ~~assure~~the ~~you~~collective bargaining agreements that wecover ~~will~~individuals beproviding ~~able~~services to ~~attract~~the ~~and~~Company ~~retain~~are industry-wide agreements, and the ~~personnel~~Company ~~necessary~~may ~~for~~lack practical control over the ~~development~~negotiations and terms of ~~our~~these ~~business~~agreements. Depending on their duration, such union or labor disputes could have an adverse effect on the Company’s results of operations.

We7 ~~need~~Table toof ~~obtain additional financing in order to continue our operations.~~Contents

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

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

~~Our~~We ~~stock~~need ~~price~~to ~~may~~obtain beadditional ~~volatile,~~financing ~~which may result~~ in ~~losses~~order to continue our ~~shareholders~~operations.

~~The~~On ~~stock~~a ~~markets~~prospective ~~have experienced significant price and trading volume fluctuations~~basis, ~~and~~we ~~the~~will ~~market~~require ~~prices~~both ofshort-term ~~companies~~financing ~~listed~~for onoperations ~~the~~and ~~OTC~~long-term ~~Pink~~capital ~~and~~to ~~other~~fund ~~similarly-tiered~~our ~~quotation~~expected ~~boards~~growth. We have ~~been~~no ~~volatile~~existing inbank ~~the~~lines ~~past~~of credit and have ~~experienced~~not ~~sharp~~established ~~share~~any ~~price~~definitive ~~and~~sources ~~trading~~for ~~volume~~additional ~~changes~~financing programs. The ~~trading~~entertainment ~~price~~industry ofis ~~our~~rapidly ~~common~~evolving ~~stock~~and isour ~~likely~~inability to betake ~~volatile~~advantage ~~and~~of ~~could~~opportunities ~~fluctuate~~because ~~widely~~of incapital ~~response~~constraints tomay ~~many~~have ~~factors,~~a ~~including~~material ~~the~~adverse ~~following,~~effect ~~some~~on ofour ~~which~~current ~~are~~business ~~beyond~~and ~~our~~future ~~control:~~prospects.

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

~~Domestic~~Our ~~and international~~ stock ~~markets often experience significant~~ price ~~and~~may ~~volume~~be ~~fluctuations. These fluctuations~~volatile, aswhich ~~well~~may asresult ~~general~~in ~~economic~~losses ~~and political conditions unrelated~~ to our ~~performance, may adversely affect the price of our common stock~~shareholders.

~~Our~~The ~~common~~stock ~~shares~~markets ~~may~~have ~~become~~experienced ~~thinly~~significant ~~traded~~price and ~~you~~trading ~~may~~volume befluctuations, ~~unable~~and the market prices of companies listed on the OTC Pink and other similarly-tiered quotation boards have been volatile in the past and have experienced sharp share price and trading volume changes. The trading price of our common stock is likely to ~~sell~~be atvolatile orand ~~near~~could ~~ask~~fluctuate ~~prices~~widely in response to many factors, orincluding atthe ~~all.~~following, some of which are beyond our control:

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

~~The~~Domestic ~~market~~and ~~price~~international ~~for our common~~ stock ismarkets ~~particularly~~often ~~volatile~~experience ~~given~~significant ~~our~~price ~~status~~and asvolume afluctuations. ~~relatively~~These ~~small company~~fluctuations, ~~which~~as ~~could~~well ~~lead~~as togeneral ~~wide~~economic ~~fluctuations~~and inpolitical ~~our~~conditions ~~share~~unrelated ~~price. You may be unable~~ to ~~sell~~our ~~your~~performance, ~~common~~may ~~stock~~adversely ataffect orthe ~~above your purchase~~ price ifof atour ~~all,~~common ~~which may result in substantial losses to you~~stock.

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

9We ~~Table~~cannot predict the extent to which an active public market for trading our common stock will be sustained. This situation is attributable to a number of ~~Contents~~factors, including the fact that we are a small company that is relatively unknown to stock analysts, stockbrokers, institutional investors and others in the investment community who generate or influence sales volume. Even if we came to the attention of such persons, those persons tend to be risk-averse and may be reluctant to follow, purchase, or recommend the purchase of shares of an unproven company such as ours until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

~~Because~~The ~~the~~market ~~SEC~~price ~~imposes~~for ~~additional~~our ~~sales~~common ~~practice~~stock ~~requirements~~is onparticularly ~~brokers~~volatile ~~who~~given ~~deal~~our instatus ~~shares~~as ofa ~~penny~~relatively ~~stocks~~small company, ~~some~~which ~~brokers~~could ~~may~~lead beto ~~unwilling~~wide tofluctuations ~~trade~~in our ~~securities~~share price. ~~This~~You ~~means~~may ~~that~~be ~~you~~unable ~~may~~to ~~have~~sell ~~difficulty~~your ~~reselling~~common stock at or above your ~~shares~~purchase price if at all, which may ~~cause~~result ~~the~~in ~~value~~substantial oflosses ~~your investment~~ to ~~decline~~you.

~~Our~~Shareholders ~~shares~~should ~~are~~be ~~classified~~aware asthat, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and ~~are~~abuse. ~~covered~~Such bypatterns ~~Section~~include 15(g1) control of the ~~Exchange~~market ~~Act,~~for ~~which~~the ~~imposes~~security ~~additional~~by ~~sales~~one ~~practice~~or ~~requirements~~a onfew ~~brokers~~broker-dealers ~~who~~that ~~sell~~are ~~our~~often ~~securities.~~related ~~For~~to ~~sales~~the promoter or issuer; (2) manipulation of ~~our~~prices ~~securities,~~through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; ~~must~~and ~~make~~(5) athe ~~special~~wholesale ~~suitability~~dumping ~~determination~~of the same securities by promoters and ~~receive~~broker-dealers after prices have been manipulated to a ~~written~~desired ~~agreement~~level, ~~prior~~along ~~from~~with ~~you~~the toresulting ~~making~~inevitable acollapse ~~sale~~of onthose ~~your~~prices ~~behalf~~and with consequent investor losses. ~~Because~~Our ofmanagement ~~the~~is ~~imposition~~aware of the ~~foregoing~~abuses ~~additional~~that ~~sales~~have ~~practices,~~occurred ithistorically isin ~~possible~~the ~~that~~penny ~~broker-dealers~~stock ~~will~~market. Although we do not ~~want~~expect to ~~make~~be in a position to dictate the behavior of the market or of broker-dealers who participate in ~~our~~the ~~common~~market, ~~stock.~~management ~~This~~will ~~could~~strive within the confines of practical limitations to prevent ~~you~~the described patterns from ~~reselling~~being ~~your~~established ~~shares~~with ~~and~~respect ~~may~~to ~~cause~~our ~~the~~securities. ~~value~~The occurrence of ~~your~~these ~~investment~~patterns toor ~~decline~~practices could increase the volatility of our share price.

~~Financial~~Because ~~Industry~~the ~~Regulatory~~SEC ~~Authority~~imposes ~~(FINRA)~~additional sales practice requirements ~~may~~on ~~limit~~brokers ~~your~~who ~~ability~~deal toin ~~buy~~shares ~~and~~of ~~sell~~penny stocks, some brokers may be unwilling to trade our ~~common~~securities. ~~stock~~This means that you may have difficulty reselling your shares, which ~~could~~may ~~depress~~cause the ~~price~~value of ~~our~~your ~~shares~~investment to decline.

~~FINRA~~Our ~~rules~~shares ~~require~~are ~~broker-dealers~~classified toas ~~have~~penny ~~reasonable~~stocks ~~grounds~~and ~~for~~are ~~believing~~covered ~~that~~by anSection ~~investment~~15(g) isof ~~suitable~~the ~~for~~Exchange aAct, ~~customer~~which ~~before~~imposes ~~recommending~~additional ~~that~~sales ~~investment~~practice torequirements ~~the~~on ~~customer.~~brokers-dealers ~~Prior~~who tosell ~~recommending~~our ~~speculative low-priced~~ securities. toFor ~~their~~sales ~~non-institutional~~of ~~customers~~our securities, broker-dealers must make ~~reasonable~~a ~~efforts~~special tosuitability ~~obtain~~determination ~~information about the customer’s financial status, tax status~~ and ~~investment~~receive ~~objectives,~~a ~~among~~written ~~other~~agreement ~~things.~~prior ~~Under~~from ~~interpretations~~you ofto ~~these~~making ~~rules, FINRA believes that there is~~ a ~~high~~sale ~~probability~~on ~~such~~your ~~speculative~~behalf. ~~low-priced~~Because ~~securities~~of ~~will~~the ~~not~~imposition beof ~~suitable~~the ~~for~~foregoing atadditional ~~least~~sales ~~some customers. Thus~~practices, ~~FINRA requirements make~~ it ~~more~~is ~~difficult~~possible ~~for~~that broker-dealers towill ~~recommend~~not ~~that~~want ~~their~~to ~~customers~~make ~~buy~~a market in our common stock,. ~~which~~This ~~may~~could ~~limit~~prevent ~~your~~you ~~ability~~from toreselling ~~buy~~your ~~and sell our~~ shares, ~~have~~and anmay ~~adverse~~cause ~~effect on~~ the ~~market~~value ~~for~~of ~~our~~your ~~shares,~~investment ~~and~~to ~~thereby depress our share price~~decline.

~~Volatility~~8 inTable ~~our~~of ~~common share price may subject us to securities litigation.~~Contents

~~The~~Financial ~~market~~Industry ~~for~~Regulatory ~~our~~Authority ~~common~~(FINRA) ~~stock~~sales ispractice ~~characterized~~requirements bymay ~~significant~~limit ~~price~~your ~~volatility~~ability ~~as compared~~ to ~~seasoned~~buy ~~issuers,~~ and wesell ~~expect that~~ our ~~share~~common ~~price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past~~stock, ~~plaintiffs~~which ~~have~~could ~~often~~depress ~~initiated securities class action litigation against a company following periods of volatility in~~ the ~~market~~ price of ~~its~~our ~~securities~~shares. ~~We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.~~

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

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

~~Sales~~The ofmarket for our ~~currently~~common ~~issued~~stock ~~and~~is ~~outstanding~~characterized ~~stock~~by ~~and~~significant ~~conversions~~price ofvolatility ~~notes~~as ~~into~~compared ~~issued~~to seasoned issuers, and ~~outstanding~~we ~~stock~~expect ~~may~~that ~~become~~our ~~freely~~share ~~tradable~~price ~~pursuant~~will continue to ~~Rule~~be ~~144~~more ~~and~~volatile ~~may~~than ~~dilute~~a ~~the~~seasoned ~~market~~issuer for ~~your~~the ~~shares~~indefinite ~~and~~future. In the past, plaintiffs have often initiated securities class action litigation against a ~~depressive~~company ~~effect~~following onperiods of volatility in the market price of its securities. We may, in the ~~shares~~future, be the target of ~~our~~similar ~~common~~litigation. ~~stock~~Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

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

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

WeSales ~~may~~of ~~finance~~ our ~~operations~~currently issued and ~~develop~~outstanding ~~strategic~~stock ~~relationships~~and byconversions ~~issuing equity or debt securities, which could significantly reduce the percentage ownership~~ of ~~our~~notes ~~existing~~into ~~stockholders. Furthermore, any newly~~ issued ~~securities could have rights, preferences~~ and ~~privileges~~outstanding ~~senior to those of our existing~~ stock. ~~Moreover,~~may ~~any~~become ~~issuances~~freely bytradable uspursuant ofto ~~equity~~Rule ~~securities~~144 and may bedilute ~~at or below~~ the ~~prevailing~~ market ~~price~~for ofyour ~~our~~shares ~~stock~~ and ~~in any event, may~~ have a ~~dilutive~~depressive ~~impact~~effect on ~~your~~the ~~ownership~~price ~~interest,~~of ~~which could cause~~ the ~~market~~shares ~~price~~ of our ~~stock~~common ~~to decline~~stock.

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

~~Our~~We ~~preferred~~may ~~stock~~seek ~~could be issued~~ to ~~inhibit~~raise ~~potential~~additional ~~investors~~funds, orfinance ~~delay~~acquisitions or ~~prevent~~develop astrategic ~~change~~relationships ofby ~~control~~issuing ~~that~~capital ~~may favor you~~stock.

~~Some~~We ofmay finance our operations and develop strategic relationships by issuing equity or debt securities, which could significantly reduce the ~~provisions~~percentage ownership of our ~~certificate~~existing ofstockholders. ~~incorporation~~Furthermore, ~~our~~any ~~bylaws~~newly ~~and~~issued ~~Utah~~securities ~~law~~ could have rights, ~~together~~preferences orand ~~separately~~privileges senior to those of our existing stock. Moreover, ~~discourage~~any ~~potential~~issuances ~~acquisition~~by ~~proposals~~us orof ~~delay~~equity securities may be at or ~~prevent~~below athe ~~change~~prevailing inmarket ~~control.~~price Inof ~~particular~~our stock and in any event, ~~our~~may ~~board~~have ofa ~~directors~~dilutive ~~has~~impact ~~issued~~on ~~preferred~~your ~~stock~~ownership ~~with~~interest, ~~preferential~~which ~~voting~~could ~~rights~~cause tothe market price of our ~~CEO,~~stock ~~Brian~~to ~~Lukow~~decline.

Our ~~common~~preferred stock iscould ~~subject~~be issued to ~~the~~inhibit ~~“penny~~potential ~~stock”~~investors ~~rules~~or ofdelay ~~the~~or ~~SEC~~prevent ~~and~~a ~~the~~change ~~trading~~of ~~market~~control inthat ~~our securities is limited, which makes transactions in our stock cumbersome and~~ may ~~reduce~~favor ~~the value of an investment in our stock~~you.

~~The~~Some ~~Securities~~of ~~and Exchange Commission has adopted Rule 15g-9 which establishes~~ the ~~definition~~provisions of aour ~~“penny~~certificate ~~stock~~of incorporation,” ~~for~~our ~~the~~bylaws ~~purposes~~and ~~relevant~~Utah tolaw uscould, astogether ~~any~~or ~~equity~~separately, ~~security~~discourage ~~that~~potential ~~has~~acquisition aproposals ~~market~~or ~~price~~delay ~~of less than $5.00 per share~~ or ~~with~~prevent ana ~~exercise~~change ~~price~~in ~~of less than $5~~control.00 ~~per~~In ~~share~~particular, ~~subject~~our toboard ~~certain~~of ~~exceptions.~~directors ~~For~~has ~~any~~issued ~~transaction~~preferred ~~involving~~stock awith ~~penny~~preferential ~~stock,~~voting ~~unless~~rights ~~exempt,~~to ~~the~~our ~~rules~~CEO, ~~require:~~Brian Lukow.

·Our ~~that~~common astock ~~broker~~is orsubject ~~dealer~~to ~~approve~~the a“penny ~~person’s~~stock” ~~account~~rules ~~for~~of ~~transactions~~the inSEC ~~penny stocks;~~ and · the ~~broker~~trading ormarket ~~dealer~~in ~~receive~~our ~~from~~securities ~~the~~is ~~investor~~limited, awhich ~~written~~makes ~~agreement~~transactions toin ~~the~~our ~~transaction,~~stock ~~setting~~cumbersome ~~forth~~and ~~the~~may ~~identity~~reduce ~~and~~the ~~quantity~~value of ~~the~~an ~~penny~~investment ~~stock~~in toour ~~be purchased~~stock.

InThe ~~order~~Securities toand ~~approve~~Exchange aCommission ~~person’s~~has ~~account~~adopted ~~for~~Rule ~~transactions~~15g-9 inwhich establishes the definition of a “penny ~~stocks~~stock,” for the ~~broker~~purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or ~~dealer~~with ~~must~~an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

· ~~obtain~~that ~~financial~~a ~~information~~broker ~~and~~or ~~investment~~dealer ~~experience~~approve ~~objectives~~a ~~of the~~ person;’s ~~and~~account ·for ~~make~~transactions ~~a reasonable determination that the transaction~~ in penny stocks; ~~are~~and ~~suitable~~· ~~for~~the ~~that~~broker ~~person~~or ~~and~~dealer receive from the ~~person~~investor ~~has~~a ~~sufficient~~written ~~knowledge~~agreement ~~and~~to ~~experience~~the intransaction, ~~financial~~setting ~~matters~~forth tothe beidentity ~~capable~~and quantity of ~~evaluating~~ the ~~risks~~penny ofstock ~~transactions~~to inbe ~~penny stocks~~purchased.

~~The~~In ~~broker~~order orto ~~dealer~~approve ~~must~~a ~~also~~person’s ~~deliver,~~account ~~prior~~for totransactions ~~any transaction~~ in a penny ~~stock~~stocks, ~~a disclosure schedule prescribed by~~ the ~~Commission~~broker ~~relating~~or todealer ~~the penny stock market, which, in highlight form~~must:

· ~~sets~~obtain ~~forth~~financial ~~the~~information ~~basis~~and oninvestment ~~which~~experience ~~the~~objectives ~~broker~~of ~~or dealer made~~ the ~~suitability determination~~person; and · make a reasonable determination that the ~~broker~~transaction orin ~~dealer~~penny ~~received~~stocks aare ~~signed,~~suitable ~~written~~for ~~agreement~~that ~~from~~person and the ~~investor~~person ~~prior~~has sufficient knowledge and experience in financial matters to be capable of evaluating the ~~transaction~~risks of transactions in penny stocks.

~~Generally,~~9 ~~brokers~~Table ~~may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose~~ of ~~our common stock and cause a decline in the market value of our stock.~~Contents

~~Disclosure~~The ~~also~~broker ~~has~~or ~~to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-~~dealer ~~and~~must ~~the~~also ~~registered representative~~deliver, ~~current~~prior ~~quotations for the securities and the rights and remedies available~~ to anany ~~investor~~transaction in ~~cases~~a ~~of fraud in~~ penny stock ~~transactions. Finally~~, ~~monthly~~a ~~statements~~disclosure ~~have~~schedule toprescribed beby ~~sent~~the ~~disclosing~~Commission ~~recent~~relating ~~price~~to ~~information for~~ the penny stock ~~held in the account and information on the limited~~ market, which, in ~~penny~~highlight ~~stocks.~~form:

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

~~The Company competes with all forms of entertainment. A large number of companies~~Generally, ~~many~~brokers ~~with~~may ~~significantly~~be ~~more~~less ~~resources~~willing ~~than~~to ~~All~~execute ~~for~~transactions ~~One Media, Inc., produce and distribute film and music recordings, exploit products~~ in ~~the~~securities ~~home~~subject ~~entertainment~~to ~~market, and produce music for live theater and performance. Our competitive position primarily depends on~~ the ~~amount~~“penny ~~and~~stock” ~~quality of the content produced, its distribution and marketing success, and public response~~rules. WeThis ~~also~~may ~~compete~~make toit ~~obtain~~more ~~creative~~difficult ~~and~~for ~~performing~~investors ~~talents, story properties, and many other rights that are essential~~ to ~~the~~dispose ~~success~~ of our ~~business.~~common ~~Operating~~stock ~~results for these offerings are influenced by seasonal consumer purchasing behavior, consumer preferences, levels of marketing~~ and ~~promotion,~~cause ~~and~~a bydecline in the ~~timing~~market ~~and~~value ~~performance~~ of ~~releases,~~our ~~which may be directly or indirectly influenced by competitors~~stock.

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

~~We own the website URLs www.dramadrama.com, www.allforone.media and www.thescab.org.~~Competition

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

~~Children’s~~Trademarks ~~Privacy~~& Copyrights

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

11Effect ~~Table~~ of ~~Contents~~Existing or Probable Governmental Regulations on the Business

~~Emerging~~Children’s ~~Growth Company~~Privacy

WeVarious ~~may~~laws beand ~~deemed~~regulations intended to beprotect anthe ~~“emerging~~interests ~~growth~~of ~~company”~~children asare ~~defined~~applicable into ~~the~~our ~~Jumpstart~~business, ~~Our~~including ~~Business~~measures ~~Startups~~designed ~~Act~~to ofprotect ~~2012,~~the orprivacy ~~“JOBS~~of ~~Act~~minors online.” As ~~long~~we asare wecurrently ~~remain~~focused anon ~~emerging~~marketing ~~growth~~content ~~company~~to this demographic, we ~~may~~will ~~take~~be ~~advantage~~subject to these regulations. The U.S. Children’s Online Privacy Protection Act (“COPPA”) limits the collection of ~~certain~~personal ~~exemptions~~information online from ~~various~~children ~~reporting~~under ~~requirements~~the ~~that~~age ~~are~~of ~~applicable~~13 toby ~~other~~operators ~~public~~of ~~companies~~websites ~~that~~or ~~are~~online ~~not~~services. ~~“emerging~~Effective ~~growth~~July ~~companies~~1,” ~~including~~2013, ~~but~~the ~~not~~Federal ~~limited~~Trade Commission adopted revisions to, ~~not~~regulations ~~being~~under ~~required~~COPPA to ~~comply~~further ~~with~~expand the ~~auditor~~scope ~~attestation~~of ~~requirements~~the ofregulations. ~~Section~~Such ~~404~~regulations ofalso limit the ~~Sarbanes-Oxley~~types ~~Act;~~of ~~reduced~~advertising ~~disclosure~~we ~~obligations~~are ~~regarding~~able ~~executive~~to ~~compensation~~sell inon our ~~periodic~~websites ~~reports~~ and ~~proxy~~applications ~~statements;~~ and ~~exemptions~~impose ~~from~~strict ~~the~~liability ~~requirements~~for certain actions of ~~holding~~advertisers, anwhich ~~annual~~could ~~nonbinding~~affect ~~advisory~~advertising ~~vote~~demand onand ~~executive~~pricing. ~~compensation~~State and ~~seeking~~federal ~~nonbinding~~policymakers ~~stockholder~~are ~~approval~~also ofconsidering ~~any~~regulatory ~~golden~~and ~~parachute~~legislative ~~payments~~methods ~~not~~to ~~previously~~protect ~~approved.~~consumer Weprivacy ~~may~~on ~~take~~the ~~advantage~~Internet, ofand these ~~reporting~~efforts ~~exemptions~~have ~~until~~focused weparticular ~~are~~attention noon ~~longer~~children anand ~~“emerging growth company~~teens.”

~~Under~~Emerging ~~the~~Growth JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.Company

We ~~will~~may ~~remain~~be deemed to be an “emerging growth company” ~~for~~as updefined toin ~~five~~the ~~years~~Jumpstart Our Business Startups Act of 2012, ~~although~~or “JOBS Act.” As long as we ~~would~~remain ~~cease~~an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to beother anpublic companies that are not “emerging growth ~~company~~companies,” ~~prior~~including, but not limited to, ~~such~~not ~~time~~being ifrequired weto ~~have~~comply ~~more~~with ~~than~~the $1auditor ~~billion~~attestation inrequirements ~~annual~~of ~~revenue,~~Section ~~more~~404 ~~than~~of ~~$700~~the ~~million~~Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in ~~market~~our ~~value~~periodic reports and proxy statements; and exemptions from the requirements of ~~our~~holding ~~common~~an ~~stock~~annual isnonbinding ~~held~~advisory byvote ~~“non-affiliates”~~on orexecutive wecompensation ~~issue~~and ~~more~~seeking ~~than~~nonbinding $1stockholder ~~billion~~approval of ~~non-convertible~~any ~~debt~~golden ~~over~~parachute apayments ~~three-year~~not ~~period~~previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

~~ITEM~~Under ~~1B:~~the ~~UNRESOLVED~~JOBS ~~STAFF~~Act, ~~COMMENTS~~emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

~~None~~We will remain an “emerging growth company” for up to five years, although we would cease to be an “emerging growth company” prior to such time if we have more than $1 billion in annual revenue, more than $700 million in market value of our common stock is held by “non-affiliates” or we issue more than $1 billion of non-convertible debt over a three-year period.

ITEM 21B: ~~PROPERTIES~~UNRESOLVED STAFF COMMENTS

~~The Company currently maintains a corporate office at 236 Sarles Street, Mt~~None. Kisco, New York 10549. The Company leases this property from its President, Brian Lukow, for $1,000 a month, which includes telephone, Internet, and electricity utilities. The Company’s subsidiary also leases this space from the Company’s President, under the same terms. The Company feels this space is sufficient until the Company commences full operations.

ITEM 32: ~~LEGAL PROCEEDINGS~~PROPERTIES

~~None~~The Company currently maintains a corporate office at 236 Sarles Street, Mt. Kisco, New York 10549. The Company leases this property from its President, Brian Lukow, for $1,000 a month, which includes telephone, Internet, and electricity utilities. The Company’s subsidiary also leases this space from the Company’s President, under the same terms. The Company feels this space is sufficient until the Company commences full operations.

ITEM 43: ~~MINE~~LEGAL ~~SAFETY DISCLOSURES~~PROCEEDINGS

~~Not applicable~~None.

12ITEM ~~Table~~4: ofMINE ~~Contents~~SAFETY DISCLOSURES

~~PART~~Not IIapplicable.

~~ITEM~~10 5:Table ~~MARKET~~of ~~FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Contents

~~Market~~PART ~~Information~~II

~~Our~~ITEM ~~shares~~5: ofMARKET ~~common~~FOR ~~stock~~REGISTRANT’S ~~are~~COMMON ~~quoted on OTC Pink operated by the OTC Markets Group~~EQUITY, ~~under~~RELATED ~~the~~STOCKHOLDER ~~symbol~~MATTERS ~~“AFOM”.~~AND ~~The~~ISSUER ~~following~~PURCHASES ~~table~~OF ~~sets~~EQUITY forth the range of reported high and low closing bid quotations for our common stock for the fiscal quarters indicated. These quotations reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions. Consequently, the information provided below may not be indicative of our common stock price under different conditions.SECURITIES

	High		Low
Fiscal Year 2021
First Quarter ended December 31, 2020	$	0.0052	$	0.0001
Second Quarter ended March 31, 2021	$	0.0049	$	0.0007
Third Quarter ended June 30, 2021	$	0.0014	$	0.0008
Fourth Quarter Ended September 30, 2021	$	0.0018	$	0.0004
Fiscal Year 2020
First Quarter ended December 31, 2019	$	0.0200	$	0.0002
Second Quarter ended March 31, 2020	$	0.0005	$	0.0001
Third Quarter ended June 30, 2020	$	0.0003	$	0.0001
Fourth Quarter Ended September 30, 2020	$	0.0002	$	0.0001

Market Information

~~Holders~~Our shares of common stock are quoted on OTC Pink operated by the OTC Markets Group, under the symbol “AFOM”. The following table sets forth the range of reported high and low closing bid quotations for our common stock for the fiscal quarters indicated. These quotations reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions. Consequently, the information provided below may not be indicative of our common stock price under different conditions.

As of December 6, 2021, there were approximately 75 record holders of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

	High		Low
Fiscal Year 2022
First Quarter ended December 31, 2021	$	0.0013	$	0.0003
Second Quarter ended March 31, 2022	$	0.0004	$	0.0001
Third Quarter ended June 30, 2022	$	0.0003	$	0.0001
Fourth Quarter Ended September 30, 2022	$	0.0003	$	0.0001

Fiscal Year 2021
First Quarter ended December 31, 2020	$	0.0052	$	0.0001
Second Quarter ended March 31, 2021	$	0.0049	$	0.0007
Third Quarter ended June 30, 2021	$	0.0014	$	0.0008
Fourth Quarter Ended September 30, 2021	$	0.0018	$	0.0004

~~Dividends~~Holders

WeAs ~~have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment~~ of ~~dividends,~~December ~~if any~~22, ~~in the future~~2022, ~~will~~there bewere atapproximately ~~the~~78 ~~discretion~~record holders of our ~~Board~~common ofstock. ~~Directors~~The ~~and~~number ~~will~~of ~~depend~~record onholders ~~our~~does ~~then~~not ~~current~~include ~~financial~~beneficial ~~condition,~~owners ~~results~~ of ~~operations,~~common ~~capital~~stock ~~requirements~~whose ~~and~~shares ~~other~~are ~~factors~~held ~~deemed~~in ~~relevant by~~ the ~~Board~~names of ~~Directors.~~banks, ~~There~~brokers, ~~are~~nominees ~~no contractual restrictions on our ability to declare~~ or ~~pay~~other ~~dividends~~fiduciaries.

~~Securities Authorized for Issuance under Equity Compensation Plans~~Dividends

~~2017~~We ~~Stock~~have ~~Incentive~~not ~~Plan~~declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

InSecurities ~~February~~Authorized 2017, the Company’s Board of Directors authorized the 2017 Incentive Stock Plan covering 1,000,000 shares of common stock. The purpose of the plan is designed to retain directors, executives and selected employees and consultants and reward them for ~~making~~Issuance ~~major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards~~ under ~~the~~Equity ~~Plan~~Compensation ~~thereby providing Participants with a proprietary interest in the growth and performance of the Company.~~Plans

~~Recent~~2017 ~~Sales~~Stock ofIncentive ~~Unregistered Securities; Use of Proceeds from Registered Securities~~Plan

~~Except~~In ~~for~~February ~~provided below~~2017, ~~all~~the ~~unregistered~~Company’s ~~sales~~Board of ~~our~~Directors ~~securities~~authorized ~~during~~ the ~~quarter~~2017 ~~ended~~Incentive ~~September~~Stock 30Plan covering 1,000,000 ~~2021~~shares of common stock. The purpose of the plan is designed to retain directors, ~~were~~executives ~~previously~~and ~~disclosed~~selected inemployees aand ~~Quarterly~~consultants ~~Report~~and onreward ~~Form~~them 10for making major contributions to the success of the Company. These objectives are accomplished by making long-Qterm orincentive inawards under the Plan thereby providing Participants with a ~~Current~~proprietary ~~Report~~interest onin ~~Form~~the ~~8-K~~growth and performance of the Company. As of September 30, 2022, no stock has been issued under this plan.

·Recent ~~During~~Sales ~~the three months ended September 30, 2021, the Company issued to directors and officers, an aggregate~~ of ~~72,000~~Unregistered ~~shares~~Securities; ofUse ~~common stock with grant date fair value~~ of ~~$64~~Proceeds ~~as stock-based compensation. These shares were issued pursuant to an exemption~~ from ~~the~~Registered ~~registration requirements of the~~ Securities ~~Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.~~

~~The~~Except ~~shares~~for ofprovided ~~common stock~~below, ~~notes~~all ~~and~~unregistered ~~warrants~~sales ~~referenced~~of ~~herein~~our ~~were~~securities ~~issued~~during inthe ~~reliance~~quarter ~~upon~~ended ~~the~~September ~~exemption~~30, ~~from~~2022, ~~securities~~were ~~registration~~previously ~~afforded~~disclosed byin ~~the~~a ~~provisions~~Quarterly ofReport ~~Section~~on ~~4(a)(2)~~Form of10-Q ~~the~~or ~~Securities~~in ~~Act~~a ofCurrent ~~1933,~~Report ason ~~amended,~~Form ~~(“Securities Act”)~~8-K.

~~ITEM~~· 6:During ~~SELECTED~~the ~~FINANCIAL~~three ~~DATA~~months ended September 30, 2022, the Company issued to directors and officers, an aggregate of 72,000 shares of common stock with grant date fair value of $10 as stock-based compensation. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

~~Not~~· ~~required~~During ~~for~~the ~~smaller~~three ~~reporting~~months ~~companies~~ended September 30, 2022, the Company issued to consultants, an aggregate of 99,999,999 shares of common stock with grant date fair value of $13,334 as stock-based professional fees. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

13The ~~Table~~shares of ~~Contents~~common stock, notes and warrants referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended, (“Securities Act”).

~~ITEM~~11 7:Table ~~MANAGEMENT’S~~of ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Contents

~~Forward~~ITEM ~~Looking~~6: ~~Statements~~SELECTED FINANCIAL DATA

~~Except~~Not ~~for~~required historical information, the following Management’s Discussion and Analysis contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) discussions about the entertainment industry and trends, (b) our projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for ~~working~~smaller ~~capital,~~reporting ~~(g) our lack of operational experience and (h) the benefits related to ownership of our common stock~~companies. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as well as in this Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC. We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Report will in fact occur as projected.

~~Overview~~ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~All~~Forward ~~for~~Looking One Media Corp. (the “Company”) was incorporated in the State of Utah on March 2, 2004. The Company is a media and entertainment company focused on creating, launching and marketing original pop music groups commonly referred to as “boy bands” and “girl groups.” The Company’s former operations were in the business of acquiring, training, and reselling horses with an emphasis in the purchase of thoroughbred weanlings or yearlings that were resold as juveniles.Statements

OnExcept ~~October~~for 26historical information, ~~2015~~the following Management’s Discussion and Analysis contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) discussions about the ~~Company~~entertainment ~~entered~~industry ~~into~~and antrends, ~~Asset~~(b) ~~Exchange~~our ~~Agreement~~projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital, (g) our lack of operational experience and (h) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “~~Asset~~may,” ~~Exchange~~“will,”) ~~with~~“should,” ~~Crazy~~“expect,” ~~For~~“anticipate,” ~~The~~“estimate,” ~~Boys~~“believe,” ~~LLC~~“intend,” (or “~~CFTB~~project”) or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, auncertainties, ~~privately~~and ~~held~~other ~~company~~factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and ~~certain~~Analysis ~~members~~of ~~owning~~Financial ~~membership~~Condition ~~interest~~and Results of Operations” and “Description of Business,” as well as in ~~CFTB~~this ~~whereby~~Report ~~the~~generally. ~~Company~~Actual ~~acquired~~events ~~certain~~or ~~assets~~results may differ materially from ~~CFTB~~those discussed in ~~exchange~~forward-looking ~~for~~statements 5as a result of various factors,~~201~~ including,~~500~~ ~~shares~~without oflimitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the ~~Company’s~~COVID-19 ~~common~~pandemic ~~stock~~and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC. We ~~The~~caution ~~assets~~that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that ~~were~~could ~~acquired~~impact ~~included~~our abusiness. ~~movie~~We ~~screenplay~~undertake no obligation to publicly update or revise these statements, ~~master~~whether ~~recordings~~as a result of new information, ~~trademarks~~future events or otherwise, except to the extent required by the federal securities laws. In light of these risks and ~~web~~uncertainties, ~~domain~~there ~~names~~can (be no assurance that the ~~“CFTB~~forward-looking ~~Assets”)~~statements contained in this Report will in fact occur as projected.

On December 7, 2016, the Company organized a subsidiary in the state of Nevada, Crazy for the Boys Movie, LLC (“CFTB Movie”) which was created for the sole purpose of financing, producing and commercially exploiting (via all distribution sources and other means of revenue generation) one feature-length motion picture as a coming of age, musical dramedy, entitled “Crazy For The Boys” and all of its allied, ancillary, subsidiary and merchandising rights. The Company is the Managing Member of CFTB Movie and will have the sole and exclusive right to operate CFTB Movie.Overview

InAll ~~May 2017, the Company entered into an Assignment and Transfer Agreement with Crazy~~ for ~~the~~One ~~Boys~~Media GACorp. ~~LLC~~ (~~“CFTB~~the GA“Company”), ~~a company organized in the state of Georgia, whereby CFTB GA assigned and transferred all ownership, asset rights and other interest in CFTB GA to CFTB Movie. CFTB GA~~ was ~~created~~incorporated ~~for the sole purpose of producing the one feature-length motion picture entitled “Crazy For The Boys”~~ in the State of ~~Georgia,~~Utah inon ~~the~~March ~~city of Savannah~~2, ~~which offers production incentives up to 30% of Georgia production expenditures in transferable tax credits~~2004. The ~~Georgia~~Company ~~tax incentive program~~ is ~~available~~a ~~for~~media ~~qualifying~~and ~~projects,~~entertainment ~~including~~company ~~feature~~focused ~~films,~~on ~~television series~~creating, ~~commercials,~~launching ~~music videos, animation~~ and ~~game~~marketing ~~development.~~original ~~Consequently,~~pop ~~CFTB~~music GAgroups ~~became~~commonly areferred ~~wholly~~to ~~owned~~as ~~subsidiary~~“boy ofbands” ~~CFTB Movie~~ and as“girl ofgroups.” ~~December~~The ~~31,~~Company’s ~~2018,~~former ~~the~~operations ~~interim~~were ~~unaudited~~in ~~consolidated financial statements of~~ the ~~Company~~business ~~include the accounts~~ of ~~CFTB~~acquiring, ~~GA.~~training, ~~Filming~~and ~~for~~reselling ~~the~~horses ~~Movie~~with ~~was~~an ~~completed~~emphasis in ~~July~~the ~~2017~~purchase ~~and~~of ~~the~~thoroughbred ~~post-production~~weanlings ~~phase~~or ~~was~~yearlings ~~completed~~that inwere ~~December~~resold ~~2018~~as juveniles.

~~All~~On ~~For~~October ~~One~~26, ~~Media~~2015, ~~Corp. is in~~ the ~~business~~Company ofentered ~~targeting~~into ~~the~~an ~~lucrative~~Asset ~~tween~~Exchange ~~demographic~~Agreement ~~across~~(the a“Asset ~~multitude~~Exchange”) ofwith ~~entertainment~~Crazy ~~platforms.~~For The ~~Company’s primary business objective is to embark on creating~~Boys, ~~launching~~LLC ~~and marketing original pop music groups, commonly referred to as~~ (“~~boy bands~~CFTB” ~~and “girl groups~~),” bya ~~utilizing~~privately ~~both~~held ~~traditional~~company, and ~~social~~certain ~~media~~members ~~models.~~owning ~~All~~membership ~~For~~interest ~~One~~in ~~Media~~CFTB ~~owns~~whereby ~~over~~the ~~fifty~~Company ~~completed~~acquired ~~professionally~~certain ~~produced~~assets ~~master~~from ~~recordings,~~CFTB asin ~~well~~exchange asfor a5,201,500 ~~full-length~~shares ~~motion picture tentatively entitled Drama Drama (formerly with a working title~~ of ~~“Crazy For~~ the ~~Boys”)~~Company’s ~~(the~~common ~~“Film”) that is ready for release~~stock. ~~This~~The ~~musical~~assets ~~comedy’s~~that ~~backstory~~were ~~creates~~acquired included a ~~fictional~~movie ~~girl~~screenplay, ~~group~~master byrecordings, ~~the name of “Drama Drama”~~trademarks, and ~~the~~web ~~Company~~domain ~~intends~~names ~~to launch a new girl group with~~ (the ~~same~~“CFTB ~~name simultaneous to the release of the Film~~Assets”).

~~The~~On December 7, 2016, the Company ~~expects~~organized toa ~~generate~~subsidiary ~~revenues~~in ~~from~~the ~~movie~~state ~~receipts~~of Nevada, ~~sales~~Crazy for the Boys Movie, ~~downloads~~LLC (“CFTB Movie”) which was created for the sole purpose of financing, producing and ~~streaming~~commercially exploiting (via all distribution sources and other means of ~~original~~revenue ~~recorded~~generation) ~~music,~~one ~~videos,~~feature-length motion ~~pictures~~picture as a coming of age, ~~music~~musical ~~publishing~~dramedy, ~~live~~entitled ~~performances~~Drama Drama (formerly with a working title of “Crazy For the Boys”) and all of its allied, ~~licensed~~ancillary, ~~merchandise~~subsidiary and ~~corporate~~merchandising ~~sponsorships~~rights. The Company is the Managing Member of CFTB Movie and will have the sole and exclusive right to operate CFTB Movie. As of September 30, 2022 and 2021, the Company owns approximately 70% of CFTB Movie, the Company’s majority owned subsidiary.

14In ~~Table~~May 2017, the Company entered into an Assignment and Transfer Agreement with Crazy for the Boys GA LLC (“CFTB GA”), a company organized in the state of ~~Contents~~Georgia, whereby CFTB GA assigned and transferred all ownership, asset rights and other interest in CFTB GA to CFTB Movie. CFTB GA was created for the sole purpose of producing the Movie in the State of Georgia, in the city of Savannah, which offers production incentives up to 30% of Georgia production expenditures in transferable tax credits. The Georgia tax incentive program is available for qualifying projects, including feature films, television series, commercials, music videos, animation and game development. Consequently, CFTB GA became a wholly owned subsidiary of CFTB Movie and as of September 30, 2022 and 2021, the consolidated financial statements of the Company include the accounts of CFTB GA. Filming for the Movie was completed in July 2017 and the post-production phase was completed in December 2018. The Company started to screen the movie in January 2019 for potential buyers. The Company had received several offers for the distribution of the film and the Company continues to review any offers.

OnAll ~~January~~For ~~17,~~One ~~2020,~~Media ~~our~~Corp. ~~parent~~is ~~entity,~~in ~~entered~~the ~~into~~business of targeting the lucrative tween demographic across a ~~Stock~~multitude ~~Purchase~~of entertainment platforms. The Company’s primary business objective is to embark on creating, launching and ~~Sale~~marketing ~~Agreement~~original ~~with~~pop music groups, ~~our~~commonly ~~subsidiary~~referred to as “boy bands” and “girl groups,” ~~Carmel~~by ~~Valley~~utilizing ~~Productions~~both ~~Inc~~traditional and social media models. ~~whereby~~All ~~the~~For ~~Company~~One ~~sold~~Media ~~90%~~owns ofover ~~its~~fifty ~~100%~~completed ~~interest~~professionally inproduced ~~CVPI~~master ~~and~~recordings, ~~any~~as well as a full-length motion picture entitled Drama Drama (formerly with a working title of “Crazy For the ~~Company’s~~Boys”) ~~right~~(the to“Film”) ~~receive~~that ~~revenues~~is orready ~~repayment~~for ~~from~~release. ~~the~~This ~~$100,000~~musical ~~advance~~comedy’s onbackstory ~~film~~creates ~~rights~~a ~~under~~fictional girl group by the ~~terms~~name of ~~the~~“Drama ~~Co-Production~~Drama”, and ~~Finance~~the ~~Agreement~~Company ~~dated~~intends onto ~~July~~launch ~~24,~~a ~~2019,~~new ~~for~~girl agroup ~~total~~with ~~purchase~~the ~~price~~same name simultaneous to the release of ~~$50,000~~the Film.

OnThe ~~February~~Company ~~16,~~expects ~~2021, we entered into an agreement with Quiver Distribution RB USA, Inc (“Quiver”)~~ to ~~distribute~~generate ~~(“Distribution~~revenues ~~Agreement”)~~from ~~our~~movie ~~full-length PG13-rated feature film~~receipts, ~~Drama Drama~~sales, ~~(formerly~~downloads ~~with a working title of “Crazy For the Boys”). Pursuant to the Distribution Agreement, rights for all forms of VOD (including but not limited to transactional, subscription~~ and ~~advertising),~~streaming EST, television, non-theatrical were given to Quiver and all other rights were reserved to the Company including ad-free youtube rights. In addition, after Quiver has deducted its distribution fee and recouped 100% of ~~its~~original ~~actual,~~recorded ~~direct~~music, ~~arms-length expenses (“distribution expenses”)~~videos, ~~100%~~motion ~~of the backed participation shall go to the Company. Further~~pictures, ~~Quiver~~music ~~shall earn a distribution fee of 20%~~publishing, ~~increasing~~live ~~to 30% once Quiver has returned $400~~performances,~~000~~ tolicensed ~~the~~merchandise ~~Company. As of September 30, 2021, Quiver had not yet recouped their distribution expenses~~ and wecorporate ~~have not realized any revenue~~sponsorships.

~~The~~12 ~~film,~~Table ~~Drama~~of ~~Drama, was released on June 1, 2021, available across all major platforms, including iTunes, Amazon, Google, Microsoft, Vudu, Fandango Now, Comcast, Cox, Spectrum, DirectTV, and Dish, among others.~~Contents

~~This~~On ~~first~~January ~~window~~17, in2020, ~~the~~our ~~release~~parent ~~process~~entity, ~~was~~entered ~~SVOD~~into ~~(Streaming)~~a asStock ~~discussed~~Purchase ~~above~~ and ~~the~~Sale ~~second~~Agreement ~~window~~with, our subsidiary, Carmel Valley Productions Inc. whereby the ~~release~~Company ~~process~~sold ~~will~~90% beof byits ~~International~~100% ~~Sales,~~interest ~~Cable~~in CVPI and ~~Broadcast~~any ~~TV.~~of Inthe ~~addition,~~Company’s right to receive revenues or repayment from the ~~Drama~~$100,000 ~~Drama~~advance ~~Official~~on ~~Soundtrack~~film ~~has~~rights ~~been~~under ~~released~~the ~~through~~terms ~~all~~of ~~major~~the ~~music~~Co-Production ~~streaming~~and ~~platforms~~Finance Agreement dated on ~~May~~July 1824, ~~2021~~2019, ~~including~~for ~~Spotify,~~a ~~Apple~~total ~~Music,~~purchase ~~and~~price ~~TikTok~~of $50,000.

AsOn ~~previously~~February ~~discussed~~16, 2021, we entered into an agreement with Quiver Distribution RB USA, Inc (“Quiver”) to distribute (“Distribution Agreement”) our full-length PG13-rated feature film, Drama Drama, (formerly with a working title of “Crazy For the ~~motion~~Boys”). ~~picture~~Pursuant to the Distribution Agreement, ~~has~~rights ~~tested~~for ~~well~~all ~~with~~forms ~~our~~of ~~target~~VOD ~~tween~~(including but not limited to transactional, subscription and ~~teen~~advertising), ~~demographic~~EST, intelevision, ~~its~~non-theatrical ~~own~~were ~~right~~given to Quiver and all other rights were reserved to the Company including ad-free Youtube rights. In addition, ~~but~~after Quiver has ~~also~~deducted ~~been~~its ~~designed~~distribution fee and recouped 100% of its actual, direct, arms-length expenses (“distribution expenses”), 100% of the backed participation shall go to ~~serve~~the asCompany. Further, Quiver shall earn a ~~100-minute~~distribution ~~launch~~fee ~~vehicle~~of ~~for~~20%, ~~Drama~~increasing ~~Drama~~to 30% once Quiver has returned $400,000 to the ~~girl~~Company. ~~group~~As of September 30, 2022, Quiver had not yet recouped their distribution expenses and we have not realized any revenue.

~~Our~~The ~~goal~~film, isDrama toDrama, ~~generate~~was ~~revenues~~released ~~related~~on toJune ~~the~~1, ~~Drama~~2021, ~~Drama~~available ~~franchise~~across ~~from~~all ~~the~~major ~~movie~~platforms, ~~music~~including iTunes, ~~merchandising~~Amazon, ~~live~~Google, ~~concert~~Microsoft, ~~performances~~Vudu, Fandango Now, Comcast, Cox, Spectrum, DirectTV, and ~~additional~~Dish, ~~sources~~among others.

~~Results~~This offirst ~~Operations~~window in the release process was SVOD (Streaming) as discussed above and the second window the release process will be by International Sales, Cable and Broadcast TV. In addition, the Drama Drama Official Soundtrack has been released through all major music streaming platforms on May 18, 2021, including Spotify, Apple Music, and TikTok.

~~Comparison~~As ~~for~~previously discussed, Drama Drama, the ~~Years~~motion ~~Ended~~picture, ~~September~~has 30tested well with our target tween and teen demographic in its own right, ~~2021~~but has also been designed to serve as a 100-minute launch vehicle for Drama Drama, ~~and~~the ~~2020:~~girl group.

~~Net~~Our ~~Revenues~~goal is to generate revenues related to the Drama Drama franchise from the movie, music, merchandising, live concert performances, and additional sources.

~~The~~We ~~Company~~are ~~principally~~currently ~~engaged~~exploring inopportunities ~~content~~to ~~development~~expand ofthe ~~media~~Drama ~~targeted~~Drama atbrand ~~the~~and ~~“tween”~~has ~~demographic~~held ~~consisting~~several oftalks ~~children~~about ~~between~~a short or long form sequels well as new Drama Drama recordings and Music Videos. In FY 2022, the ~~ages~~Company ofreleased ~~seven~~the song and ~~fourteen~~Dance Video Snoochie Boochie which was written by Billboard award winning song writer Sam Hollander and produced by multi-platinum producer Rob Grimaldi.

·	During the year ended September 30, 2021, we generated minimal revenues of $9,493 from streaming music sales.
·	During the year ended September 30, 2020, we generated minimal revenues of $9,762 from streaming music sales.

The Company plans on introducing a new music platform in 2023 with the release of two new singles and accompanied by Music Videos.

~~Operating~~In ~~Expenses~~addition, the Company is developing a new Screen Play, with the expectation that it will be produced in FY 2023 and completing a sizzle reel for the Dream Street documentary which will be released in Q2 2023.

~~For~~Results ~~the years ended September 30, 2021, and 2020, operating expenses consisted~~ of ~~the following:~~Operations

	For Years EndedSeptember 30,
	2021		2020
Compensation expense	$	96,238	$	98,180
Professional and consulting expense		110,992		124,262
License fees		160,003		-
Impairment of deposits		-		15,216
General and administrative expense		251,712		136,298
Total	$	618,945	$	373,956

Comparison for the Years Ended September 30, 2022, and 2021:

~~Compensation~~Net ~~expense:~~Revenues

·The ~~For~~Company ~~the~~principally ~~year~~engaged ~~ended~~in ~~September~~content ~~30,~~development ~~2021,~~of ~~compensation~~media ~~expense~~targeted ~~decreased~~at bythe ~~$1,942~~“tween” ordemographic ~~2%,~~consisting asof ~~compared~~children tobetween the ~~year~~ages ~~ended~~of ~~September~~seven ~~30,~~and ~~2020~~fourteen. ~~The decrease was primarily attributable to a decrease in stock-based compensation.~~

Professional and consulting expense:

·	During the year ended September 30, 2022, we generated minimal revenues of $8,993 from streaming music sales.

·	During the year ended September 30, 2021, we generated minimal revenues of $9,493. from streaming music sales.

·Operating For the year ended September 30, 2021, professional and consulting expense decreased by $13,270 or 11%, as compared to the year ended September 30, 2020. The decrease was primarily attributable to a decrease in consulting fees of $35,048 and decrease in professional fees, offset by an increase in accounting fee of $22,607.Expenses

15For ~~Table~~the years ended September 30, 2022, and 2021, operating expenses consisted of ~~Contents~~the following:

License fees:

	For Years Ended September 30,
	2022		2021
Compensation expense	$	96,062	$	96,238
Professional and consulting expense		196,268		110,992
License fees		-		160,003
General and administrative expense		241,535		251,712
Total	$	533,865	$	618,945

·Compensation For the year ended September 30, 2021, license fees increased by $160,003 or 100%, as compared to the year ended September 30, 2020. This was due to the payment of a one-time synchronization license fee paid to the song writers in 2021 for the use of their songs in the movie “Drama Drama”.expense:

~~Impairment~~· ofFor ~~deposit:~~the year ended September 30, 2022, compensation expense decreased by $176, or less than 1%, as compared to the year ended September 30, 2021. The decrease was primarily attributable to a decrease in stock-based compensation.

·13 ~~For~~Table ~~the year ended September 30, 2021, impairment~~ of ~~deposits decreased by $15,216 or 100%, as compared to the year ended September 30, 2020.~~Contents

~~General~~Professional and ~~administrative~~consulting expense:

· For the year ended September 30, ~~2021~~2022, ~~general~~professional and ~~administrative~~consulting expense increased by $~~115~~85,~~414~~276, or 8576.8%, as compared to the year ended September 30, ~~2020~~2021. The increase was primarily attributable to an increase in ~~marketing~~stock-based ~~expense~~consulting fees of $~~100~~36,~~960~~668, an increase in ~~public~~consulting ~~company filing~~ fees of $455,~~248~~115, ~~an increase in travel~~ and ~~entertainment expense of $3,680,~~ an increase in ~~insurance~~legal ~~expense~~fees of $3,~~993~~320, ~~and~~offset anby ~~increase~~a decrease in ~~utilities~~accounting ~~expense~~fees of $29,~~405~~827.

~~Other~~License ~~Income (Expenses), net~~fees:

· For the year ended September 30, ~~2021~~2022, welicense ~~had~~fees ~~total~~decreased ~~other~~by ~~expense~~$160,003 ~~net~~or ~~of $2~~100%,~~506,018~~ as compared to ~~$8,379,106 for~~ the year ended September 30, ~~2020, a decrease of $5,873,088 or 70%~~2021. This ~~decrease~~ was ~~primarily~~ due to athe ~~decrease~~payment ~~in loss on change in fair value~~ of ~~derivative liabilities of $2,320,594, decrease in loss from sale of~~ a ~~subsidiary~~one-time ofsynchronization ~~$45,840,~~license ~~decrease~~fee onpaid ~~gain~~to onthe ~~sale~~song ofwriters ~~investment of $20,000 and decrease~~ in ~~interest~~2021 ~~expense~~for ofthe ~~$1,445,799~~use ~~offset by an increase in initial derivative expense~~ of ~~$1,787,431,~~their ~~increase~~songs in ~~gain~~the onmovie ~~extinguishment~~“Drama ~~of debt of $3,868,286~~Drama”.

~~Net~~General ~~Loss~~and administrative expense:

· For the year ended September 30, ~~2021~~2022, ~~net~~general ~~loss~~and ~~attributable~~administrative expense decreased by $10,117, or 4.0%, as compared to ~~All~~the ~~For~~year ~~One~~ended ~~Media~~September ~~Corp~~30, 2021. ~~amounted~~The decrease was primarily attributable to a decrease in marketing expense of $337,~~110,176~~006 orand ~~$(0.00)~~a ~~per~~decrease ~~share~~in ~~(basic~~travel and ~~diluted),~~entertainment ~~compared~~of to $85,~~734~~294,~~244~~ oroffset ~~$(0.01)~~by ~~per~~an ~~share~~increase ~~(basic~~in ~~and~~public ~~diluted)~~company ~~for~~filing ~~the~~fees ~~year~~of ~~ended~~$4,998, ~~September~~an ~~30,~~increase ~~2020,~~in aproduction ~~decrease~~expenses of $525,~~624~~013,~~068~~ orand ~~64%~~an ~~resulting~~increase ~~from~~other ~~changes~~general ~~discussed~~administrative ~~above~~expenses of $2,172.

~~Liquidity~~Other ~~and~~Income ~~Capital~~(Expenses), ~~Resources~~net

~~Liquidity~~· isFor the ~~ability~~year ofended anSeptember ~~enterprise~~30, to2022, ~~generate~~we ~~adequate~~had ~~amounts~~total other income, net of ~~cash~~$2,360,369 as compared to ~~meet~~total ~~its~~other ~~needs~~expenses, net of $(2,506,018) for ~~cash~~the ~~requirements~~year ended September 30, 2021, an increase of $4,866,387, or 194.2%. WeThis ~~had~~increase was primarily due to a ~~working~~decrease ~~capital~~in ~~deficit~~loss on change in fair value of derivative liabilities of $182,~~491~~159,~~425~~369, ~~and~~a ~~cash~~decrease in initial derivative expense of $~~101~~1,~~431~~771,839, asan increase in gain on extinguishment of ~~September~~debt ~~30,~~of ~~2021~~$96,933, ~~and~~an aincrease ~~working~~in ~~capital~~gain ~~deficit~~on debt modification of $17764,~~593~~999,~~320~~ and ~~cash~~a decrease in interest expense of $280,~~103~~747, asoffset ofby ~~September~~an ~~30,~~increase ~~2020~~in loss on equity method investee of $7,500.

	September 30,2021			September 30,2020			Change			PercentageChange
Working capital deficit:
Total current assets	$	122,622		$	10,103		$	112,519			1,114	%
Total current liabilities		(18,614,047	)		(17,603,423	)		(1,010,624	)		6	%
Working capital deficit:	$	(18,491,425	)	$	(17,593,320	)	$	(898,105	)		5	%

Net Income (Loss)

~~The~~· ~~increase~~For inthe ~~working~~year ~~capital~~ended ~~deficit~~September ~~was~~30, ~~primarily~~2022, ~~attributable~~net income amounted to $1,835,497 as compared to net loss of $(3,115,470) for the year ended September 30, 2021, an increase inof ~~current~~$4,950,967, ~~assets~~or 158.9% resulting from changes discussed above. For the year ended September 30, 2022, net income attributable to All For One Media Corp. amounted to $1,860,650 or $0.00 per share (basic and diluted), compared to a net loss attributable to All For One Media Corp. of $~~112~~(3,~~519~~110,176) or $(0.00) per share (basic and andiluted) ~~increase~~for inthe ~~current~~year ~~liabilities~~ended September 30, 2021, an increase of $14,~~010~~970,~~624~~826, or 159.8% resulting from changes discussed above.

~~Cash~~Liquidity ~~Flows~~and Capital Resources

~~Changes~~Liquidity inis ~~our~~the ability of an enterprise to generate adequate amounts of cash ~~balance~~to ~~are~~meet ~~summarized~~its needs for cash requirements. We had a working capital deficit of $15,587,845 and cash of $98,612 as ~~follows:~~of September 30, 2022, and a working capital deficit of $18,491,425 and cash of $101,431 as of September 30, 2021.

	Years EndedSeptember 30,
	September 30,2022			September 30,2021			Change			PercentageChange
	2021			2020
Working capital deficit:
Net cash used in operating activities	$	(660,935	)	$	(189,617	)
Total current assets	$	105,475		$	122,622		$	(17,147	)		(14.0	)%
Net cash used in investing activities		-			(179,100	)
Total current liabilities		(15,693,320	)		(18,614,047	)		2,920,727			15.7	%
Net cash provided by (used in) financing activities		760,263			267,784
Working capital deficit:	$	(15,587,845	)	$	(18,491,425	)	$	2,903,580			15.7	%
Net change in cash	$	99,328		$	(100,933	)

16The ~~Table~~decrease in working capital deficit was primarily attributable to a decrease in current assets of ~~Contents~~$17,147 and a decrease in current liabilities of $2,920,727 primarily attributable to a decrease in derivative liabilities.

~~Net~~As ~~Cash~~of ~~Used~~September in30, ~~Operating~~2022, ~~Activities~~we had $2,847,637 of gross convertible notes and $2,472,500 of gross notes payable outstanding. As of September 30, 2022, we had defaulted on 6 of these convertible notes payable with aggregate outstanding principal amount of $1,047,821.

~~Net~~Cash ~~cash used in operating activities was $660,935 for the year ended September 30, 2021, as compared to $189,617 for the year ended September 30, 2020, an increase of $471,319 or 249%.~~Flows

Net cash used in operating activities for the year ended September 30, 2021 primarily reflected our net loss of $3,115,470 adjusted for the add-back on non-cash items such as amortization of debt discounts of $721,789, stock-based compensation expense of $285, gain from extinguishment of debt of $(3,838,696), initial derivative expense of $1,907,509, loss on change in fair value of derivative liabilities of $2,743,541, non-cash interest expense of $2,000, non-cash default penalty interest of $800 and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses of $13,191, increase in accounts payable and accrued liabilities – related party of $46,000 and increase in accrued interest of $910,486 offset by a decrease in accounts payable and accrued liabilities of $25,988.

Net cash used in operating activities for the year ended September 30, 2020 primarily reflected our net loss of $8,743,300 adjusted for the add-back on non-cash items such as amortization of debt discounts of $1,732,387, stock-based compensation expense of $176, loss from extinguishment of debt of $29,590, impairment of deposits of $15,216, loss from sale of subsidiary of $45,840, gain on sale of investment of $(20,000), initial derivative expense of $120,078, loss on change in fair value of derivative liabilities of $5,064,135, non-cash interest expense of $10,500, non-cash default penalty interest of $657,715 and changes in operating asset and liabilities consisting primarily of a decrease in prepaid expenses of $29,334, decrease in deposits of $25,000, increase in accounts payable and accrued liabilities of $41,571, increase in accounts payable and accrued liabilities – related party of $60,020 and increase in accrued interest of $742,122.

Changes in our cash balance are summarized as follows:

Net Cash Used in Investing Activities

	Years Ended September 30,
	2022			2021
Net cash used in operating activities	$	(496,569	)	$	(660,935	)
Net cash used in investing activities		(7,500	)		-
Net cash provided by financing activities		501,250			760,263
Net change in cash	$	(2,819	)	$	99,328

~~Net~~14 ~~cash~~Table ~~used in investing activities was $0 for the year ended September 30, 2021, as compared to net cash provided by investing activities~~ of ~~$179,100 for the year ended September 30, 2020, a change of $179,100 or 100%.~~Contents

· Net ~~cash~~Cash ~~used~~Used in ~~investing~~Operating activities for the year ended September 30, 2020, consisted of proceeds from sale of subsidiary of $50,000, proceeds from sale of investment of $20,000, offset by advance on film rights of $99,000 and cash disposed from sale of subsidiary of $150,100.Activities

Net ~~Cash~~cash ~~Provided~~used byin ~~Financing~~operating ~~Activities~~activities was $496,569 for the year ended September 30, 2022, as compared to 660,935 for the year ended September 30, 2021, a decrease of $164,366, or 24.9%.

Net cash provided by financing activities was $760,263 for the year ended September 30, 2021, as compared to $267,784 for the year ended September 30, 2020, a decrease of $492,480 or 184%.

·	Net cash used in operating activities for the year ended September 30, 2022 primarily reflected our net income of $1,835,497 adjusted for the add-back on non-cash items such as amortization of debt discounts of $914,603, stock-based compensation expense of $62, an increase in stock-based professional fees of $36,668, gain from extinguishment of debt of $(3,935,629), gain on debt modification of $(764,999), initial derivative expense of $135,670, loss on change in fair value of derivative liabilities of $584,172, non-cash interest expense of $7,010, loss on equity-method investee of $7,500, and changes in operating asset and liabilities consisting primarily of a decrease in prepaid expenses of $14,328, increase in accounts payable and accrued liabilities – related party of $500, an increase in accrued interest of $691,313, offset by a decrease in accounts payable and accrued liabilities of $23,264.

·	Net cash used in operating activities for the year ended September 30, 2021 primarily reflected our net loss of $3,115,470 adjusted for the add-back on non-cash items such as amortization of debt discounts of $721,789, stock-based compensation expense of $285, gain from extinguishment of debt of $(3,838,696), initial derivative expense of $1,907,509, loss on change in fair value of derivative liabilities of $2,743,541, non-cash interest expense of $2,000, non-cash default penalty interest of $800, and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses of $13,191, increase in accounts payable and accrued liabilities – related party of $46,000 and increase in accrued interest of $910,486 offset by a decrease in accounts payable and accrued liabilities of $25,988.

·	Net cash used in investing activities for the year ended September 30, 2021, consisted of proceeds from advance from a related party of $5,316, net proceeds from convertible notes payable of $1,369,000, offset by $614,053 payment of convertible notes payable.
·	Net cash used in investing activities for the year ended September 30, 2020, consisted of proceeds from advance from a related party of $12,000, proceeds from sale of common stock of $3,334, proceeds from note payable of $150,000 and net proceeds from convertible notes payable of $107,450, offset by $5,000 payment of advance from a related party.

Net Cash Used in Investing Activities

~~Cash~~Net ~~Requirements~~cash used in investing activities was $7,500 for the year ended September 30, 2022, as compared to net cash used in investing activities of $0 for the year ended September 30, 2021, a change of $7,500, or 100%.

We· ~~currently~~Net ~~have~~cash noused ~~external~~in ~~sources~~investing ofactivities ~~liquidity,~~for ~~such~~the asyear ~~arrangements~~ended ~~with~~September ~~credit~~30, ~~institutions~~2022, orresulted ~~off-balance~~from ~~sheet~~contributions ~~arrangements that will have or are reasonably likely~~ to ~~have~~Boss aMusic ~~current~~and orEntertainment ~~future~~in ~~effect~~aggregate onamount ~~our~~of ~~financial~~$7,500 ~~condition~~which orwas ~~immediate~~accounted ~~access to capital. We expect to require additional financing to fund our current operations~~ for ~~fiscal~~using ~~2022.~~the ~~There~~equity ~~is no assurance that we will be able to obtain additional financing on acceptable terms or at all~~method.

IfNet weCash ~~are~~Provided ~~unable~~by toFinancing raise the funds required to fund our operations, we will seek alternative financing through other means, such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If we fail to raise funds, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.Activities

~~Going~~Net ~~Concern~~cash provided by financing activities was $501,250 for the year ended September 30, 2022, as compared to $760,263 for the year ended September 30, 2021, a decrease of $259,013, or 34.1%.

·	Net cash provided by financing activities for the year ended September 30, 2022 consisted of proceeds from notes payable of $225,000, proceeds from loan payable of $50,000, and net proceeds from convertible notes payable of $276,250, offset by payment of loan payable of $50,000.

·	Net cash provided by financing activities for the year ended September 30, 2021 consisted of proceeds from advance from a related party of $5,316, net proceeds from convertible notes payable of $1,369,000, offset by $614,053 payment of convertible notes payable.

17Cash ~~Table of Contents~~Requirements

~~The~~We ~~consolidated~~currently ~~financial~~have ~~statements~~no doexternal ~~not~~sources ~~include~~of ~~any~~liquidity, ~~adjustments~~such ~~that~~as ~~might~~arrangements bewith ~~necessary~~credit ifinstitutions ~~the~~or ~~Company~~off-balance issheet ~~unable~~arrangements tothat ~~continue~~will ashave or are reasonably likely to have a ~~going~~current ~~concern.~~or ~~While~~future ~~the~~effect ~~Company~~on ~~believes~~our infinancial ~~the~~condition ~~viability~~or ofimmediate ~~its~~access ~~strategy~~to capital. We expect to ~~generate~~require ~~revenues,~~additional ~~there~~financing ~~can~~to befund our current operations for fiscal 2023. There is no ~~assurances~~assurance that we will be able to ~~that~~obtain ~~effect~~additional financing on acceptable terms or at all.

~~Critical~~If ~~Accounting~~we ~~Policies~~are unable to raise the funds required to fund our operations, we will seek alternative financing through other means, such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If we fail to raise funds, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

~~The~~Going discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.Concern

~~Use~~The accompanying consolidated financial statements are prepared on a going concern basis which contemplates the realization of ~~Estimates~~assets and satisfaction of liabilities and commitments in the normal course of business As reflected in the accompanying consolidated financial statements, the Company had net income and net cash used in operations of $1,835,497 and $496,569, respectively, for the year ended September 30, 2022. Additionally, the Company had an accumulated deficit of $25,708,263 and working capital deficit of $15,587,845 as of September 30, 2022. These matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future such as selling the completed Movie and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations.

InThe ~~preparing the~~ consolidated financial statements, ~~management~~do isnot ~~required~~include toany ~~make~~adjustments ~~estimates~~that ~~and~~might ~~assumptions~~be ~~that~~necessary ~~affect~~if the ~~reported~~Company ~~amounts~~is ofunable ~~assets~~to ~~and~~continue ~~liabilities~~ as ofa ~~the~~going ~~date~~concern. ofWhile the ~~consolidated~~Company ~~balance~~believes ~~sheet,~~in ~~and expenses for~~ the ~~period~~viability ~~then~~of ~~ended.~~its ~~Actual~~strategy ~~results may differ significantly from those estimates. Significant estimates made by management include but are not limited~~ to ~~the~~generate ~~fair value of common stock issued for services~~revenues, ~~the~~there ~~valuation~~can ofbe ~~derivative~~no ~~liabilities,~~assurances ~~the~~to ~~valuation~~that ~~of stock-based compensation and the valuation of deferred tax assets~~effect.

~~Fair~~15 ~~Value~~Table ~~Measurements and Fair Value~~ of ~~Financial Instruments~~Contents

~~FASB~~Critical ~~ASC~~Accounting 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on September 30, 2021. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).Policies

The ~~three~~discussion ~~levels~~and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our financial statements requires us to make estimates and judgments that affect the ~~fair~~reported ~~value~~amounts ~~hierarchy~~of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are asbelieved ~~follows:~~to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

Level 1:	Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2:	Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3:	Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

Use of Estimates

~~The~~In ~~carrying~~preparing ~~amounts~~the consolidated financial statements, management is required to make estimates and assumptions that affect the reported inamounts of assets and liabilities as of the date of the consolidated balance ~~sheets~~sheet, and expenses for ~~cash,~~the ~~due~~period then ended. Actual results may differ significantly from ~~and~~those toestimates. ~~related~~Significant ~~parties,~~estimates ~~prepaid~~made ~~expenses,~~by ~~accounts~~management ~~payable~~include ~~and~~but ~~accrued~~are ~~liabilities~~not ~~approximate~~limited ~~their~~to the fair ~~market~~ value ~~based~~of oncommon stock issued for services, the ~~short~~valuation of derivative liabilities, the valuation of stock-~~term~~based ~~maturity~~compensation and the valuation of ~~these~~deferred ~~instruments~~tax assets.

~~In August 2018, the FASB issued ASU 2018-13,” Changes to Disclosure Requirements for~~ Fair Value Measurements”, ~~which~~and ~~will~~Fair ~~improve~~Value ~~the effectiveness~~ of ~~disclosure~~Financial requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. During the period ended March 31, 2020, the Company adopted ASU 2018-13. This guidance did not have a material impact on its consolidated financial statements.Instruments

18FASB ~~Table~~ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of ~~Contents~~all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on September 30, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

~~Film~~The ~~Production~~three ~~Costs~~levels of the fair value hierarchy are as follows:

The Company capitalizes costs which were used in the production of films according to ASC 926, Entertainment - Films. For films produced by the Company, capitalized costs include all direct production and financing costs, capitalized interest and production overhead. Production overhead includes the costs of individuals or departments with exclusive or significant responsibility for the production of films. Production overhead does not include general and administrative expenses and marketing, selling and distribution costs. Capitalization of interest costs should generally commence when a film is set for production and end when a film is substantially complete and ready for distribution. Filming the Movie was completed in July 2017 and the post-production phase was completed in December 2018. Generally, the interest eligible for capitalization includes stated interest, imputed interest, and interest related to debt instruments as well as amortization of discounts and other debt issue costs.

Level 1:

Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2:

Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3:

Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

~~Pursuant~~The tocarrying ~~ASC~~amounts ~~926-20-35,~~reported in the ~~Company~~consolidated ~~will~~balance ~~begin~~sheets tofor ~~amortize capitalized film cost when a film is released~~cash, ~~and~~due ~~it begins to recognize revenue~~ from ~~the film. These costs for an individual film are amortized~~ and ~~participation costs (see below) are accrued~~ to ~~direct~~related ~~operating~~parties, ~~expenses~~prepaid ~~in the proportion that current year’s revenues bear to management’s estimates of the ultimate revenue at the beginning of the current year expected to be recognized from the exploitation~~expenses, ~~exhibition~~accounts orpayable ~~sale~~and ofaccrued ~~such~~liabilities ~~film.~~approximate ~~Ultimate~~their ~~revenue~~fair ~~includes~~market ~~estimates~~value ~~over~~based aon ~~period not to exceed ten years following~~ the ~~date~~short-term ofmaturity ~~initial release~~ of ~~the~~these ~~motion picture~~instruments.

~~Parties~~In ~~involved~~August in2018, the ~~production~~FASB ofissued aASU ~~film~~2018-13,” ~~may~~Changes beto ~~compensated~~Disclosure inRequirements ~~part~~for byFair ~~contingent~~Value ~~payments~~Measurements”, ~~based~~which onwill improve the ~~financial~~effectiveness ~~results~~ of adisclosure ~~film~~requirements ~~pursuant~~for torecurring ~~contractual formulas (participations)~~ and bynonrecurring ~~contingent~~fair ~~amounts~~value ~~due~~measurements. ~~under~~The ~~provisions~~standard ofremoves, ~~collective~~modifies, ~~bargaining~~and ~~agreements~~adds ~~(residuals).~~certain ~~Such~~disclosure ~~parties~~requirements, ~~are~~and ~~collectively~~is ~~referred~~effective tofor asfiscal ~~participants~~years, and ~~such~~interim ~~costs~~periods ~~are~~within ~~collectively~~those ~~referred~~fiscal toyears, asbeginning ~~participation~~after ~~costs.~~December ~~Participations~~15, ~~may~~2019. beDuring ~~given~~the toperiod ~~creative~~ended ~~talent~~March 31, ~~such as actors or writers~~2020, orthe toCompany ~~entities~~adopted ~~from~~ASU ~~whom distribution rights are licensed~~2018-13. ~~Participation~~This ~~costs~~guidance ~~are~~did ~~typically~~not ~~recognized~~have ~~evenly~~a asmaterial ~~the~~impact ~~ultimate~~on ~~revenues~~its ~~are~~consolidated ~~earned~~financial statements.

~~Unamortized~~Film ~~film~~Production costs are tested for impairment when there is an indication that the fair value of the film may be less than unamortized costs. Consistent with the rules for recognizing impairment of long-lived assets in ASC 926, the standard sets forth examples of events or changes in circumstances that indicate that the entity must assess whether the fair value of the film (whether it has been completed or is still in production) is less than the carrying amount of its unamortized film costs.Costs

1.The AnCompany ~~adverse~~capitalizes ~~change~~costs which were used in the ~~expected~~production ~~performance~~ of ~~the~~films ~~film~~according ~~prior~~ to ~~its~~ASC ~~release~~926, 2Entertainment - Films. ~~Actual~~For films produced by the Company, capitalized costs ~~substantially~~include inall ~~excess~~direct ofproduction ~~budgeted~~and financing costs, 3capitalized interest and production overhead. ~~Substantial~~Production ~~delays~~overhead inincludes ~~completion~~the costs of individuals or ~~release~~departments ~~schedules,~~with 4exclusive or significant responsibility for the production of films. ~~Changes~~Production inoverhead ~~release~~does ~~plans~~not include general and administrative expenses and marketing, ~~such~~selling asand distribution costs. Capitalization of interest costs should generally commence when a ~~reduction~~film inis ~~the~~set ~~initial~~for ~~release~~production ~~pattern,~~and 5.end ~~Insufficient~~when ~~funding~~a orfilm ~~resources~~is tosubstantially complete and ready for distribution. Filming the ~~film~~Movie was completed in July 2017 and tothe ~~market~~post-production itphase ~~effectively,~~was 6completed in December 2018. ~~Actual~~Generally, ~~performance~~the ~~subsequent~~interest toeligible ~~release~~for ~~fails~~capitalization includes stated interest, imputed interest, and interest related to ~~meet~~debt ~~prerelease~~instruments ~~expectations.~~as ~~(ASC~~well ~~926-20-35-12)~~as amortization of discounts and other debt issue costs.

~~Derivative~~Pursuant ~~Liabilities~~to ASC 926-20-35, the Company will begin to amortize capitalized film cost when a film is released, and it begins to recognize revenue from the film. These costs for an individual film are amortized and participation costs (see below) are accrued to direct operating expenses in the proportion that current year’s revenues bear to management’s estimates of the ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of such film. Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release of the motion picture.

~~The~~Parties ~~Company~~involved ~~has~~in ~~certain~~the ~~financial~~production ~~instruments~~of ~~that~~a ~~are~~film ~~embedded~~may ~~derivatives~~be ~~associated~~compensated ~~with~~in ~~capital~~part ~~raises.~~by ~~The~~contingent ~~Company~~payments ~~evaluates~~based ~~all~~on ~~its~~the financial ~~instruments~~results ~~to determine if those contracts or any potential embedded components~~ of ~~those~~a ~~contracts~~film ~~qualify~~pursuant ~~as derivatives~~ to becontractual ~~separately~~formulas ~~accounted~~(participations) ~~for in accordance with ASC 815-10 – Derivative~~ and ~~Hedging~~by –contingent ~~Contract~~amounts indue ~~Entity’s~~under ~~Own~~provisions ~~Equity. This accounting treatment requires that the carrying amount~~ of ~~any~~collective ~~derivatives~~bargaining beagreements ~~recorded~~(residuals). atSuch ~~fair~~parties ~~value~~are atcollectively ~~issuance~~referred ~~and marked-~~to~~-market~~ atas ~~each~~participants, ~~balance~~and ~~sheet~~such ~~date.~~costs Inare ~~the~~collectively ~~event~~referred ~~that~~to ~~the fair value is recorded~~ as aparticipation ~~liability,~~costs. asParticipations ismay ~~the~~be ~~case~~given ~~with~~to ~~the~~creative ~~Company~~talent, ~~the~~such ~~change in the fair value during the period is recorded~~ as ~~either~~actors ~~other income~~ or ~~expense. Upon conversion~~writers, ~~exercise~~ or ~~repayment, the respective derivative liability is marked~~ to ~~fair~~entities ~~value~~from atwhom ~~the~~distribution ~~conversion,~~rights ~~repayment,~~are orlicensed. ~~exercise~~Participation ~~date~~costs ~~and~~are ~~then~~typically ~~the~~recognized ~~related~~evenly ~~fair value amount is reclassified to other income or expense~~ as ~~part~~the ofultimate ~~gain~~revenues orare ~~loss on debt extinguishment~~earned.

In16 ~~July~~Table 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. For public business entities, the amendments in Part I of the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.Contents

~~Stock~~Unamortized film costs are tested for impairment when there is an indication that the fair value of the film may be less than unamortized costs. Consistent with the rules for recognizing impairment of long-~~Based~~lived ~~Compensation~~assets in ASC 926, the standard sets forth examples of events or changes in circumstances that indicate that the entity must assess whether the fair value of the film (whether it has been completed or is still in production) is less than the carrying amount of its unamortized film costs.

~~Stock-based~~1. ~~compensation~~An isadverse ~~accounted~~change ~~for based on the requirements of ASC 718, Share-Based Payment, which requires recognition~~ in the ~~financial~~expected ~~statements~~performance of the ~~cost~~film ofprior ~~employee~~to ~~and~~its ~~director~~release, ~~services~~2. ~~received~~Actual incosts ~~exchange~~substantially ~~for~~in anexcess ~~award~~ of ~~equity~~budgeted ~~instruments~~costs, ~~over~~3. ~~the~~Substantial ~~period~~delays ~~the~~in ~~employee~~completion or ~~director~~release isschedules, ~~required~~4. toChanges ~~perform~~in ~~the~~release ~~services~~plans, insuch ~~exchange~~as ~~for~~a ~~the~~reduction ~~award~~in ~~(presumptively,~~ the ~~vesting~~initial ~~period).~~release ~~The~~pattern, ~~Financial~~5. ~~Accounting~~Insufficient ~~Standards~~funding ~~Board~~or ~~(“FASB”)~~resources ~~also~~to ~~requires~~complete ~~measurement of~~ the ~~cost~~film ~~of employee~~ and ~~director~~to ~~services~~market ~~received~~it ineffectively, ~~exchange~~6. ~~for~~Actual anperformance ~~award~~subsequent ~~based~~to onrelease ~~the~~fails ~~grant-date~~to ~~fair~~meet ~~value~~prerelease ~~of the award~~expectations. ~~Pursuant to~~ (ASC ~~Topic 505~~926-~~50, for share~~20-~~based payments non~~35-~~employees, compensation expense is determined at the measurement date defined as the earlier of: a~~12) ~~the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or b) the date at which the counterparty’s performance is complete.~~

19Derivative ~~Table of Contents~~Liabilities

The ~~expense~~Company ishas ~~recognized~~certain ~~over~~financial ~~the~~instruments ~~vesting~~that ~~period~~are ofembedded ~~the~~derivatives ~~award~~associated with capital raises. ~~Until~~The ~~the~~Company ~~measurement~~evaluates ~~date~~all isits ~~reached,~~financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity. This accounting treatment requires that the ~~total~~carrying amount of ~~compensation~~any ~~expense~~derivatives ~~remains~~be ~~uncertain.~~recorded ~~The~~at ~~Company~~fair ~~records~~value ~~compensation~~at ~~expense~~issuance ~~based~~and onmarked-to-market at each balance sheet date. In the event that the fair value ofis recorded as a liability, as is the ~~award~~case atwith the ~~reporting~~Company, ~~date.~~the ~~The~~change ~~awards~~in tothe ~~consultants~~fair ~~and~~value during the period is recorded as either other ~~third~~income ~~parties~~or ~~are~~expense. ~~then~~Upon ~~revalued~~conversion, exercise or repayment, the ~~total~~respective ~~compensation~~derivative liability is ~~recalculated,~~marked ~~based~~to onfair value at the conversion, repayment, or exercise date and then ~~current~~the related fair value, atamount ~~each~~is ~~subsequent~~reclassified ~~reporting~~to ~~date~~other income or expense as part of gain or loss on debt extinguishment.

~~Revenue~~In ~~Recognition~~July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. For public business entities, the amendments in Part I of the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

~~The Company adopted and implemented on October 1, 2018, ASU Topic 606~~ Stock-Based ~~Revenue from Contracts with Customers (“ASU 606”). ASU 606 did not have a material impact on its consolidated financial statements.~~Compensation

~~Upon~~Stock-based ~~implementation~~compensation is accounted for based on the requirements of ~~ASU~~ASC ~~606~~718, Share-Based Payment, which requires recognition in the ~~Company~~financial ~~recognizes~~statements ~~revenue~~of the cost of employee and director services received in ~~accordance~~exchange ~~with~~for ~~that~~an ~~core~~award ~~principle~~of byequity ~~applying~~instruments over the ~~following~~period ~~steps~~the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The Financial Accounting Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments non-employees, compensation expense is determined at the measurement date defined as the earlier of: a) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or b) the date at which the counterparty’s performance is complete.

~~Step~~The 1:expense ~~Identify~~is recognized over the ~~contract(s)~~vesting ~~with~~period aof ~~customer~~the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third parties are then revalued, or the total compensation is recalculated, based on the then current fair value, at each subsequent reporting date.

~~Step~~Revenue ~~2: Identify the performance obligations in the contract.~~Recognition

~~Step~~The 3:Company ~~Determine~~adopted ~~the~~and ~~transaction~~implemented ~~price~~on October 1, 2018, ASU Topic 606 - Revenue from Contracts with Customers (“ASU 606”). ASU 606 did not have a material impact on its consolidated financial statements.

~~Step~~Upon 4:implementation ~~Allocate~~of ASU 606, the ~~transaction~~Company ~~price~~recognizes torevenue ~~the~~in ~~performance~~accordance ~~obligations~~with inthat core principle by applying the ~~contract.~~following steps:

Step 51: ~~Recognize~~Identify ~~revenue~~the ~~when~~ contract(~~or as~~s) ~~the~~with ~~entity satisfies~~ a ~~performance obligation~~customer.

~~Recent~~Step ~~Accounting~~2: ~~Pronouncements~~Identify the performance obligations in the contract.

~~Other~~Step ~~accounting~~3: ~~standards~~Determine ~~that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on~~ the ~~consolidated~~transaction ~~financial statements upon adoption~~price. ~~The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.~~

~~Off-Balance~~Step ~~Sheet~~4: ~~Arrangements~~Allocate the transaction price to the performance obligations in the contract.

WeStep ~~have~~5: noRecognize ~~off-balance~~revenue ~~sheet~~when ~~arrangements~~(or as) the entity satisfies a performance obligation.

~~ITEM~~Recent ~~7A:~~Accounting ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Pronouncements

~~Not~~Other ~~applicable~~accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

~~ITEM~~Off-Balance 8.Sheet ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Arrangements

~~See~~We ~~Index~~have tono ~~Financial~~off-balance ~~Statements~~sheet ~~and Financial Statement Schedules of this annual report on Form 10-K~~arrangements.

~~ITEM~~17 9.Table ~~CHANGES~~of ~~AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES~~Contents

~~None.~~ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~ITEM~~Not 9Aapplicable. ~~CONTROLS AND PROCEDURES~~

~~Disclosure~~ITEM ~~Controls~~8. ~~and~~FINANCIAL ~~Procedures~~STATEMENTS AND SUPPLEMENTARY DATA

WeSee ~~maintain~~Index ~~“disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant~~ to ~~the~~Financial ~~Securities~~Statements ~~Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls~~ and ~~procedures~~Financial ~~include~~Statement ~~controls~~Schedules and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the participation of ~~our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by~~ this annual report on Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of September 30, 2021, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses, which we identified, in our report on internal control over financial reporting.

20ITEM ~~Table~~9. ofCHANGES ~~Contents~~AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

~~Internal Control Over Financial Reporting~~None.

~~Management’s~~ITEM ~~Annual~~9A. ~~Report~~CONTROLS onAND ~~Internal Control over Financial Reporting~~PROCEDURES

~~Our~~Disclosure ~~management,~~Controls ~~including our principal executive officer~~ and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of September 30, 2021. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of September 30, 2021, our internal control over financial reporting was not effective.Procedures

~~The~~We ~~ineffectiveness~~maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our ~~internal~~company’s ~~control~~reports ~~over~~filed ~~financial~~under ~~reporting~~the ~~was~~Exchange ~~due~~Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the ~~following~~participation of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of September 30, 2022, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses, which we identified, in our report on internal control over financial reporting:.

(1)	the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions,
(2)	a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems, and

Internal Control Over Financial Reporting

WeManagement’s ~~expect~~Annual toReport beon ~~materially~~Internal ~~dependent~~Control ~~upon~~over ~~third~~Financial parties to provide us with accounting consulting services related to accounting services for the foreseeable future. We believe this will be sufficient to remediate the material weaknesses related to our accounting discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.Reporting

AOur ~~material~~management, ~~weakness~~including our principal executive officer and principal financial officer, is aresponsible ~~deficiency~~for orestablishing aand ~~combination~~maintaining ofadequate internal control ~~deficiencies~~over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting ~~such~~as ~~that~~of ~~there~~September is30, a2022. ~~reasonable~~Our ~~possibility~~management’s ~~that~~evaluation aof ~~material~~our ~~misstatement~~internal control over financial reporting was based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our ~~annual~~management orconcluded ~~interim~~that ~~financial~~as ~~statements~~of ~~will~~September ~~not~~30, be2022, ~~prevented~~our orinternal ~~detected~~control onover afinancial ~~timely~~reporting ~~basis~~was not effective.

~~Limitations~~The onineffectiveness ~~Effectiveness~~ of ~~Controls~~our internal control over financial reporting was due to the following material weaknesses which we identified in our internal control over financial reporting:

Our principal executive officer and principal financial officer do not expect that our disclosure controls or our internal control over financial reporting 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 controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

(1)	the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions,

(2)	a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems, and

~~This~~We ~~annual~~expect ~~report~~to ~~does~~be ~~not~~materially ~~include~~dependent anupon ~~attestation~~third ~~report~~parties ofto ~~our~~provide ~~registered~~us ~~public~~with accounting ~~firm~~consulting ~~regarding~~services ~~internal~~related ~~control~~to ~~over~~accounting ~~financial~~services ~~reporting.~~for ~~Management’s~~the ~~report~~foreseeable ~~was~~future. ~~not~~We ~~subject~~believe tothis ~~attestation~~will bybe ~~the~~sufficient ~~company’s registered public accounting firm pursuant~~ to ~~SEC~~remediate ~~rules~~the ~~that~~material ~~permit~~weaknesses usrelated to ~~provide~~our ~~only~~accounting ~~management’s~~discussed ~~report on internal control over financial reporting in this annual report on Form 10-K~~above.

~~Changes~~A material weakness is a deficiency or a combination of control deficiencies in ~~Internal~~internal ~~Control~~control over ~~Financial~~financial ~~Reporting~~reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

~~There~~Limitations ~~was~~on noEffectiveness ~~change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)~~ of the Securities Exchange Act of 1934) during the quarter ended September 30, 2021, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.Controls

~~ITEM~~Our 9Bprincipal executive officer and principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. ~~OTHER~~A ~~INFORMATION~~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 controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~Not~~This ~~Applicable~~annual report does not include an attestation report of our 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 SEC rules that permit us to provide only management’s report on internal control over financial reporting in this annual report on Form 10-K.

21Changes ~~Table~~in ofInternal ~~Contents~~Control over Financial Reporting

~~PART~~There ~~III~~was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) during the quarter ended September 30, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM ~~10:~~9B. ~~DIRECTORS,~~OTHER ~~EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE~~INFORMATION

~~Board~~Not ~~of Directors and Executive Officers~~Applicable.

~~Set~~18 ~~forth~~Table ~~below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years~~ of ~~our current directors and executive officers. Unless otherwise indicated, the address of each person listed is c/o All for One Media Corp., 236 Sarles Street, Mt. Kisco, New York 10549.~~Contents

Name	Age	Position
Brian J. Lukow	61	President and Director
Aimee Ventura O’Brien	56	Secretary and Director

PART III

~~Biographical~~ITEM ~~information~~10: concerning the executive officer and director listed above is set forth below. The information presented includes information each individual has given us about all positions they hold and their principal occupation and business experience for the past five years. In addition to the information presented below regarding each director’s specific experienceDIRECTORS, ~~qualifications,~~EXECUTIVE ~~attributes and skills that led our board to conclude that he should serve as a director~~OFFICERS, weAND ~~also~~CORPORATE believe that all of our directors have a reputation for integrity, honesty and adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors.GOVERNANCE

~~Brian~~Board ~~J. Lukow, 60, President and Director. Brian Lukow began his professional career on Wall Street. He was a Senior Vice President~~ of ~~Lehman~~Directors ~~Brothers from 1984 to 1991~~ and aExecutive managing director of Ladenburg Thalmann from 1992 to 1994. Mr. Lukow was most recently the highly talented co-creator and co-producer of Huckapoo. Prior to that, Mr. Lukow was the co-creator and executive producer of Dream Street, a successful boy band, and a best-selling pop music acts in recent years, whose debut album reached number one on the Billboard Magazine Independent charts. The original girl group concept is his creation and is built upon his experience and success with Dream Street and Huckapoo. In addition to his production credits, Mr. Lukow is also an accomplished songwriter. Among Mr. Lukow’s writing credits is the song “Jennifer Goodbye” which was recorded by Dream Street on its first album; that album went on to sell nearly one million units. Mr. Lukow is a co-writer on five of the original Huckapoo recordings as well. Additionally, Mr. Lukow is the associate producer of the motion picture “The Biggest Fan”, starring Chris Trousdale, Cindy Williams, and Pat Morita. From 1994 to 1996, Mr. Lukow was President of Brirock Entertainment, a firm specializing in artist management.Officers

~~Aimee~~Set ~~Ventura~~forth ~~O’Brien,~~below ~~55,~~are ~~Secretary~~the ~~and Director. Aimee Ventura O’Brien has a diverse background in business~~names, ~~including~~ages ~~experiences on Wall Street~~ and inpresent ~~the~~principal ~~world~~occupations ofor ~~architecture. On Wall Street~~employment, ~~Ms. O’Brien traded complex equity derivatives for Credit Suisse~~ and ~~Fidelity~~material ~~Investment.~~occupations, ~~She eventually decided to return to school to become an architect. Since graduating~~positions, ~~Ms.~~offices ~~O’Brien~~or ~~has~~employments ~~worked~~ for ~~two large building envelope firms in New York, learning about~~ the ~~complex~~past ~~design~~five years of ~~building~~our ~~skins.~~current ~~Ms.~~directors ~~O’Brien holds a bachelor’s degree in mathematics~~ and ~~business~~executive ~~from~~officers. ~~Skidmore~~Unless ~~College~~otherwise ~~and~~indicated, athe ~~bachelor’s~~address of ~~architecture~~each ~~from~~person NYlisted ~~Institute~~is ofc/o ~~Technology.~~All ~~Additionally,~~for ~~she~~One ~~has~~Media ~~taken graduate courses at New York University~~Corp. ~~Ms. O’Brien has won awards from the American Institute of Architects~~, ~~Henry~~236 ~~Adams~~Sarles ~~Certificate~~Street, ~~Robert~~Mt. ~~Jensen Memorial Award~~Kisco, ~~and~~New ~~the~~York ~~Maria Bentel Memorial Thesis Travel Grant~~10549.

Board of Directors

Name	Age	Position

Brian J. Lukow	63	Chief Executive Officer, Chief Financial Officer, President and Director

Aimee Ventura O’Brien	58	Secretary and Director

~~Directors~~Biographical ~~are~~information ~~elected~~concerning atthe ~~our~~executive ~~annual~~officer ~~meeting~~and ofdirector ~~shareholders~~listed above is set forth below. The information presented includes information each individual has given us about all positions they hold and ~~serve~~their principal occupation and business experience for ~~one~~the ~~year~~past ~~until~~five years. In addition to the ~~next~~information ~~annual~~presented ~~meeting~~below regarding each director’s specific experience, qualifications, attributes and skills that led our board to conclude that he should serve as a director, we also believe that all of ~~shareholders~~our ordirectors ~~until~~have ~~their~~a ~~successors~~reputation ~~are~~for ~~elected~~integrity, honesty and ~~qualified~~adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors.

~~Family~~Brian ~~Relationships~~J. Lukow, 63, Chief Executive Officer, Chief Financial Officer, President and Director. Brian Lukow began his professional career on Wall Street. He was a Senior Vice President of Lehman Brothers from 1984 to 1991 and a managing director of Ladenburg Thalmann from 1992 to 1994. Mr. Lukow was most recently the highly talented co-creator and co-producer of Huckapoo. Prior to that, Mr. Lukow was the co-creator and executive producer of Dream Street, a successful boy band, and a best-selling pop music acts in recent years, whose debut album reached number one on the Billboard Magazine Independent charts. The original girl group concept is his creation and is built upon his experience and success with Dream Street and Huckapoo. In addition to his production credits, Mr. Lukow is also an accomplished songwriter. Among Mr. Lukow’s writing credits is the song “Jennifer Goodbye” which was recorded by Dream Street on its first album; that album went on to sell nearly one million units. Mr. Lukow is a co-writer on five of the original Huckapoo recordings as well. Additionally, Mr. Lukow is the associate producer of the motion picture “The Biggest Fan”, starring Chris Trousdale, Cindy Williams, and Pat Morita. From 1994 to 1996, Mr. Lukow was President of Brirock Entertainment, a firm specializing in artist management.

~~There~~Aimee ~~are~~Ventura noO’Brien, ~~familial~~58, ~~relationships~~Secretary ~~among~~and ~~any~~Director. ofAimee ~~our~~Ventura ~~officers~~O’Brien orhas ~~directors.~~a ~~None~~diverse ofbackground ~~our~~in ~~directors~~business, orincluding ~~officers~~experiences ison aWall ~~director~~Street and in ~~any~~the ~~other~~world ~~reporting~~of ~~companies~~architecture. ~~The~~On ~~Company~~Wall isStreet, ~~not~~Ms. ~~aware~~O’Brien oftraded ~~any~~complex ~~proceedings~~equity derivatives for Credit Suisse and Fidelity Investment. She eventually decided to ~~which~~return ~~any~~to ofschool ~~the~~to ~~Company‚~~become ~~officers~~an orarchitect. ~~directors~~Since graduating, orMs. ~~any~~O’Brien ~~associate~~has ofworked ~~any~~for ~~such~~two ~~officer~~large orbuilding ~~director~~envelope firms in New York, islearning about the complex design of building skins. Ms. O’Brien holds a ~~party~~bachelor’s ~~adverse~~degree toin ~~the~~mathematics ~~Company~~and orbusiness ~~any~~from Skidmore College and a bachelor’s of ~~the~~architecture ~~Company‚~~from ~~subsidiaries~~NY orInstitute of Technology. Additionally, she has ataken ~~material~~graduate ~~interest~~courses ~~adverse~~at toNew itYork orUniversity. ~~any~~Ms. O’Brien has won awards from the American Institute of ~~its~~Architects, ~~subsidiaries~~Henry Adams Certificate, Robert Jensen Memorial Award, and the Maria Bentel Memorial Thesis Travel Grant.

~~Involvement~~Board inof ~~Certain Legal Proceedings~~Directors

~~During~~Directors ~~the~~are ~~past~~elected ~~ten~~at ~~years,~~our ~~none~~annual meeting of ~~our~~shareholders ~~present~~and orserve ~~former~~for ~~directors,~~one ~~executive~~year ~~officers~~until orthe ~~persons~~next ~~nominated~~annual tomeeting ~~become~~of ~~directors~~shareholders or ~~executive~~until ~~officers:~~their successors are elected and qualified.

·Family have been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); · had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;Relationships

22There ~~Table~~are no familial relationships among any of ~~Contents~~our officers or directors. None of our directors or officers is a director in any other reporting companies. The Company is not aware of any proceedings to which any of the Company‚ officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company‚ subsidiaries or has a material interest adverse to it or any of its subsidiaries.

·Involvement have been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in ~~any~~Certain ~~type~~Legal of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; · have been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; · have been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or have been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Proceedings

~~Section~~During ~~16(a)~~the ~~Beneficial~~past ~~Ownership~~ten ~~Reporting~~years, ~~Compliance~~none of our present or former directors, executive officers or persons nominated to become directors or executive officers:

~~Section~~· ~~16(a)~~have ofbeen ~~the~~convicted ~~Securities~~in ~~Exchange~~a ~~Act~~criminal ofproceeding ~~1934,~~or asbeen ~~amended,~~subject ~~requires~~to ~~our~~a ~~executive~~pending ~~officers~~criminal ~~and~~proceeding ~~directors,~~(excluding traffic violations and ~~persons~~other ~~who~~minor ~~own~~offences); ~~more~~· ~~than~~had ~~10%~~any ofbankruptcy ~~our~~petition ~~common~~filed ~~stock,~~by toor ~~file~~against ~~reports~~the ~~regarding~~business ~~ownership~~or property of the person, ~~and~~or ~~transactions~~of inany partnership, ~~our~~corporation ~~securities~~or ~~with~~business ~~the~~association ~~Securities~~of ~~and~~which ~~Exchange~~he ~~Commission~~was ~~and~~a togeneral ~~provide~~partner usor ~~with~~executive ~~copies~~officer, either at the time of ~~those~~the ~~filings.~~bankruptcy filing or within two years prior to that time;

~~Code~~19 Table of ~~Ethics~~Contents

~~The~~· ~~Company~~have ~~does~~been subject to any order, judgment, or decree, not ~~currently~~subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; · have been found by a ~~Code~~court of ~~Ethics~~competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; · have been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or have been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Corporate~~Section ~~Governance~~16(a) Beneficial Ownership Reporting Compliance

~~Committees~~Section 16(a) of the ~~Board~~Securities Exchange Act of ~~Directors~~1934, as amended, requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.

WeCode ~~presently do not have an audit committee, compensation committee, nominating committee, corporate governance committee or any other committee~~ of ~~our board of directors. Our entire Board of Directors meets to undertake the responsibilities that would otherwise be delegated to a committee of our board of directors.~~Ethics

~~Audit~~The ~~Committee~~Company ~~and~~does ~~Audit~~not ~~Committee~~currently ~~Financial~~have ~~Expert~~a Code of Ethics.

WeCorporate do not have a standing audit committee at the present time. Our board of directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.Governance

WeCommittees ~~believe that our board~~ of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our Company does not believe that it is necessary to have an audit committee because we believe that the ~~functions~~Board of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given our lack of material operations.Directors

~~ITEM~~We ~~11:~~presently ~~EXECUTIVE~~do ~~COMPENSATION~~not have an audit committee, compensation committee, nominating committee, corporate governance committee or any other committee of our board of directors. Our entire Board of Directors meets to undertake the responsibilities that would otherwise be delegated to a committee of our board of directors.

~~Summary~~Audit ~~Compensation~~Committee and Audit Committee Financial Expert

~~The~~We ~~following~~do ~~table~~not ~~sets~~have ~~forth~~a ~~information~~standing ~~regarding~~audit ~~executive~~committee ~~compensation~~at ~~earned~~the inpresent ortime. ~~with~~Our ~~respect~~board toof ~~our~~directors ~~fiscal~~has ~~year~~determined ~~2021~~that ~~and~~we ~~2020~~do ~~by:~~not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

●We ~~each~~believe ~~person~~that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our Company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who ~~served~~would qualify as ~~our~~an ~~CEO;~~“audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given our lack of material operations.

●ITEM ~~each~~11: ~~person~~EXECUTIVE ~~who served as our CFO; and~~COMPENSATION

●Summary ~~each person who served as our President.~~Compensation

23The ~~Table~~following oftable ~~Contents~~sets forth information regarding executive compensation earned in or with respect to our fiscal year 2022 and 2021 by:

~~Compensation~~● ~~Table~~each ~~for~~person ~~Executives~~who served as our CEO; and

Name and Position	Year	Salary		Bonus		StockAwards		Non-EquityIncentivePlanCompensation		NonqualifiedDeferredCompensationEarnings		All Other Compensation		Total
Brian Lukow:	2021	$	96,000	$	—	$	238	$	—	$	—	$	—	$	96,238
Chief Executive Officer, President	2020	$	96,000	$	—	$	180	$	—	$	—	$	—	$	96,180
and Director (1)

●

each person who served as our CFO; and

~~(1)~~● ~~The~~each ~~Company~~person ~~has~~who anserved ~~employment~~as ~~contract~~our ~~with Brian Lukow, its~~ President~~, which provides for a monthly salary of $5,000 plus 20,000 shares of common stock~~. On February 16, 2018, the Company amended this Employment Agreement to increase Mr. Lukow’s base salary from $5,000 to $8,000 per month. The employment contract also has customary provisions for other benefits and includes non-competition and non-solicitation clauses. The employment agreement was entered into October 2015, constitutes an “at will” employment arrangement, and may be terminated by either Lukow or the Company upon two months written notice if without cause.

~~Compensation~~20 Table of ~~Management~~Contents

~~Except~~Compensation asTable ~~disclosed~~for ~~above, we have no contractual arrangements with any executives or directors.~~Executives

Outstanding Equity Awards at 2021 Fiscal Year-End for Named Executive Officers

Name and Position	Year	Salary		Bonus		Stock Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total

Brian Lukow:	2022	$	96,000	$	—	$	62	$	—	$	—	$	—	$	96,062
Chief Executive Officer, Chief Financial Officer,	2021	$	96,000	$	—	$	238	$	—	$	—	$	—	$	96,238
President and Director ⁽¹⁾

(1) The ~~following~~Company ~~table~~has ~~sets~~an ~~forth~~employment ~~certain~~contract ~~information~~with ~~concerning~~Brian ~~the~~Lukow, ~~outstanding~~its ~~equity~~President, ~~awards~~which asprovides for a monthly salary of ~~September~~$5,000 30plus 20,000 ~~2021~~shares of common stock. On February 16, 2018, the Company amended this Employment Agreement to increase Mr. Lukow’s base salary from $5,000 to $8,000 per month. The employment contract also has customary provisions for ~~each~~other ~~named~~benefits ~~executive~~and ~~officer~~includes non-competition and non-solicitation clauses. The employment agreement was entered into October 2015, constitutes an “at will” employment arrangement, and may be terminated by either Lukow or the Company upon two months written notice if without cause.

~~Option~~Compensation ~~Awards Stock Awards Equity Name Number~~ of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price($) Option Expiration Date Number of Shares or Units of Stock that Have Not Vested Market Value of Shares or Units of Stock that Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested Brian Lukow — — — — — — — — —Management

~~Compensation~~Except ofas ~~Directors~~disclosed above, we have no contractual arrangements with any executives or directors.

~~The~~Outstanding ~~following~~Equity ~~table~~Awards ~~sets~~at ~~forth~~2022 ~~information~~Fiscal ~~concerning the annual and long~~Year-~~term~~End ~~compensation awarded to, earned by, or paid to the named Directors~~ for ~~all~~Named ~~services~~Executive ~~rendered in all capacities to our company, or any of its subsidiaries, for the years ended September 30, 2021 and 2020:~~Officers

Name	Years	Fees earned or paid in cash ($)		Stock awards ($)		Option awards ($)		Non-EquityIncentivePlanCompensation ($)		Change in pension value and nonqualified deferred compensation earnings ($)		All OtherCompensation ($)		Total ($)
Brian Lukow	2021		—		23		—		—		—		—		23
	2020		—		16		—		—		—		—		16
Aimee Ventura O’Brien	2021		—		23		—		—		—		—		23
	2020		—		16		—		—		—		—		16

The following table sets forth certain information concerning the outstanding equity awards as of September 30, 2021, for each named executive officer.

24Option ~~Table~~Awards Stock Awards Equity Name Number of ~~Contents~~Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock that Have Not Vested Market Value of Shares or Units of Stock that Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested Brian Lukow — — — — — — — — —

~~ITEM~~Compensation ~~12:~~of ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Directors

~~Security~~The ~~Ownership~~following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to the named Directors for all services rendered in all capacities to our company, or any of ~~Certain~~its ~~Beneficial~~subsidiaries, ~~Owners~~for the years ended September 30, 2022 and 2021:

The following table lists, as of December 6, 2021, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership‚ concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

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

Brian Lukow	2022		—		4		—		—		—		—		4
	2021		—		23		—		—		—		—		23

Aimee Ventura O’Brien	2022		—		4		—		—		—		—		4
	2021		—		23		—		—		—		—		23

~~The~~21 ~~percentages~~Table ~~below are calculated based on 4,546,809,883 shares~~ of our common stock issued and outstanding and 51 shares of our Series A Preferred Stock issued and outstanding as of December 6, 2021. We do not have any outstanding options, or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o All for One Media Corp., 236 Sarles Street, Mt. Kisco, New York 10549.Contents

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership (1)		Percent ofClass (2)
Five Percent Stockholders:
Brian Lukow (3)	Common Stock		5,064,386		0.11138	%
	Preferred Stock		51		100	%
Aimee Ventura O’Brien (4)	Common Stock		1,052,580		0.02315	%
Directors and Officers as a Group			6,116,966		0.13453	%
Crazy for the Boys, LLC (5)	Common Stock		5,201,500		0.11440	%

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

1.Security ~~The~~Ownership ~~number and percentage~~ of ~~shares~~Certain ~~beneficially~~Beneficial owned is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. 2. Based on 4,546,809,883 issued and outstanding shares of common stock as of December 6, 2021. 3. Brian Lukow is a director and the Company’s President. Mr. Lukow’s ownership includes his interests in Crazy for the Boys, LLC. Mr. Lukow owns 51 shares of preferred stock with voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (x) the Numerator. 4. Aimee Ventura O’Brien is a director and the Company’s Secretary. 5. Brian Lukow, the Company’s President and director, is the managing member of Crazy for the Boys, LLC and owns approximately 17% of CFTB.Owners

~~SEC~~The ~~Rule~~following ~~13d-3~~table ~~generally~~lists, ~~provides~~as of December 26, 2022, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of ~~securities~~more ~~include~~than ~~any~~5% ~~person~~of ~~who,~~the ~~directly~~outstanding orcommon ~~indirectly,~~stock; ~~has~~(ii) oreach ~~shares~~officer ~~voting~~and ~~power~~director of our Company; and~~/or~~ ~~investment~~(iii) ~~power~~all ~~with~~officers ~~respect~~and directors as a group. Information relating to ~~such~~beneficial ~~securities,~~ownership of common stock by our principal shareholders and ~~any~~management is based upon information furnished by each person ~~who~~using ~~has~~beneficial ownership‚ concepts under the ~~right~~rules of the Securities and Exchange Commission. Under these rules, a person is deemed to ~~acquire~~be a beneficial ~~ownership~~owner of ~~such~~a security ~~within~~if 60that ~~days.~~person ~~Any~~has ~~securities~~or ~~not~~shares ~~outstanding~~voting power, which ~~are~~includes ~~subject~~the power to ~~such~~vote ~~options,~~or ~~warrants~~direct orthe ~~conversion~~voting ~~privileges~~of ~~exercisable~~the ~~within~~security, 60or ~~days~~investment ~~are~~power, ~~treated~~which asincludes ~~outstanding~~the ~~for~~power to vote or direct the ~~purpose~~voting of ~~computing~~ the ~~percentage~~security. The person is also deemed to be a beneficial owner of ~~outstanding~~any ~~securities~~security ~~owned~~of bywhich that person. ~~Such~~has ~~securities~~a ~~are~~right ~~not~~to ~~treated~~acquire asbeneficial ~~outstanding~~ownership ~~for~~within 60 days. Under the ~~purpose~~Securities ofand ~~computing~~Exchange ~~the~~Commission ~~percentage~~rules, more than one person may be deemed to be a beneficial owner of the ~~class~~same ~~owned~~securities, byand a person may be deemed to be a beneficial owner of securities as to which he or she may not have any ~~other~~pecuniary ~~person~~beneficial interest. AtExcept ~~the~~as ~~present~~noted ~~time~~below, ~~there~~each ~~are~~person nohas ~~outstanding~~sole ~~options~~voting orand ~~warrants~~investment power.

25The ~~Table~~percentages below are calculated based on 8,135,737,831 shares of ~~Contents~~our common stock issued and outstanding and 51 shares of our Series A Preferred Stock issued and outstanding as of December 26, 2022. We do not have any outstanding options, or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o All for One Media Corp., 236 Sarles Street, Mt. Kisco, New York 10549.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership (1)		Percent of Class (2)
Five Percent Stockholders:

Brian Lukow (3)	Common Stock		6,032,386		0.0741	%
	Preferred Stock		51		100	%
Aimee Ventura O’Brien (4)	Common Stock		1,140,580		0.0140	%
Directors and Officers as a Group			6,116,966		0.13453	%

Crazy for the Boys, LLC (5)	Common Stock		5,201,500		0.0639	%

~~Related~~1. ~~Party~~The ~~Transactions~~number and percentage of shares beneficially owned is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. 2. Based on 8,135,737,831 issued and outstanding shares of common stock as of December 26, 2022. 3. Brian Lukow is a director and the Company’s President. Mr. Lukow’s ownership includes his interests in Crazy for the Boys, LLC. Mr. Lukow owns 51 shares of preferred stock with voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (x) the Numerator. 4. Aimee Ventura O’Brien is a director and the Company’s Secretary. 5. Brian Lukow, the Company’s President and director, is the managing member of Crazy for the Boys, LLC and owns approximately 17% of CFTB.

~~Parties~~SEC ~~are~~Rule ~~considered~~13d-3 togenerally beprovides ~~related~~that tobeneficial ~~the~~owner ~~Company~~of ifsecurities ~~the~~include ~~parties~~any person who, directly or indirectly, ~~through~~has ~~one~~ or ~~more~~shares ~~intermediaries,~~voting ~~control,~~power ~~are controlled by,~~ and/or ~~are~~investment ~~under~~power ~~common control~~ with ~~the~~respect ~~Company.~~to ~~Related~~such ~~parties~~securities, ~~also~~and ~~include~~any ~~principal~~person ~~stockholders~~who ofhas the ~~Company,~~right ~~its~~to ~~management,~~acquire ~~members~~beneficial ofownership ~~the immediate families~~ of ~~principal~~such ~~stockholders~~security ofwithin ~~the~~60 ~~Company~~days. ~~and~~Any ~~its~~securities ~~management~~not ~~and~~outstanding ~~other parties with~~ which ~~the~~are ~~Company~~subject ~~may~~to ~~deal~~such ~~where~~options, ~~one-party~~warrants ~~controls~~ or ~~can~~conversion ~~significantly~~privileges ~~influence~~exercisable ~~the~~within ~~management~~60 ordays ~~operating~~are ~~policies~~treated ofas ~~the~~outstanding ~~other~~for tothe anpurpose ~~extent that one~~ of computing the ~~transacting~~percentage ~~parties~~of ~~might~~outstanding besecurities ~~prevented~~owned ~~from~~by ~~fully~~that ~~pursuing its own separate interests~~person. ~~The~~Such ~~Company~~securities ~~discloses~~are ~~all~~not ~~related~~treated ~~party~~as ~~transactions.~~outstanding ~~All~~for ~~transactions~~the ~~shall~~purpose ~~be recorded at fair value~~ of ~~the~~computing ~~goods or services exchanged. Property purchased from a related party is recorded at~~ the ~~cost~~percentage toof the ~~related~~class ~~party~~owned ~~and~~by any ~~payment~~other toperson. orAt ~~on behalf of~~ the ~~related~~present ~~party~~time inthere ~~excess~~are ofno ~~the~~outstanding ~~cost~~options ~~is reflected as compensation~~ or ~~distribution to related parties depending on the transaction~~warrants.

InITEM ~~October~~13: ~~2015,~~CERTAIN ~~the~~RELATIONSHIPS ~~Company~~AND ~~entered~~RELATED ~~into an Employment Agreement (the “Employment Agreement”) with Mr. Brian Lukow~~TRANSACTIONS, ~~the~~AND ~~CEO~~DIRECTOR of the Company. As compensation for his services per the terms of the Employment Agreement, the Company shall pay $5,000 per month and 20,000 shares of the Company’s common stock per month calculated at $0.25 per share. The Employment Agreement may be terminated by either party upon two months written notice. On February 16, 2018, the Company amended this Employment Agreement to increase Mr. Lukow’s base salary from $5,000 to $8,000 per month. As September 30, 2021, and 2020, accrued salaries to Mr. Lukow amounted to $81,556 and $46,556, respectively, and was included in accounts payable and accrued liabilities – related party in the accompanying consolidated balance sheets.INDEPENDENCE

InRelated ~~December~~Party 2015, the Company through its wholly owned subsidiaries, Tween Entertainment, executed a month-to-month operating lease agreement with the CEO of the Company. The lease premise is located in Mt. Kisco, New York and the initial term was for a period of 12 months commencing in December 2015 and expiring in December 2016. The lease is currently on a month-to-month basis. The lease requires the Company to pay a monthly base rent of $1,000. The Company has recorded rent expense of $12,000 for both periods for the year ended September 30, 2021, and 2020 which was included as rent expense under general and administrative expense in the accompanying consolidated statements of operations. As of September 30, 2021, and 2020, the Company had accrued rent balance of $27,500 and $16,500, respectively, reflected under ‘accounts payable and accrued liabilities - related party’ in the accompanying consolidated balance sheets.Transactions

~~During~~Parties are considered to be related to the ~~year~~Company ~~ended~~if ~~September~~the 30parties directly or indirectly, ~~2021~~through one or more intermediaries, ~~the~~control, ~~CEO~~are ~~loaned~~controlled $5by,~~316~~ toor are under common control with the Company. ~~for~~Related ~~working~~parties ~~capital~~also ~~purposes~~include ~~which~~principal isstockholders ~~reflected~~of asthe ~~due~~Company, toits ~~related~~management, ~~parties.~~members ~~During~~of the ~~year~~immediate ~~ended~~families ~~September~~of ~~30,~~principal ~~2020,~~stockholders of the ~~CEO~~Company ~~loaned~~and anits ~~additional~~management ~~$1,000~~and ~~for~~other ~~working~~parties ~~capital~~with ~~purposes.~~which ~~The~~the ~~loan~~Company ismay ~~non~~deal where one-~~interest~~party ~~bearing~~controls ~~and~~or ~~are~~can ~~due~~significantly oninfluence ~~demand.~~the ~~During~~management or operating policies of the ~~year~~other ~~ended~~to ~~September~~an ~~30,~~extent ~~2021,~~that one of the ~~Company~~transacting ~~reclassified~~parties might be prevented from ~~due~~fully topursuing ~~related~~its ~~parties,~~own aseparate ~~note~~interests. ~~balance~~The ofCompany ~~$6,000~~discloses ~~and~~all ~~advance~~related ~~from~~party atransactions. ~~former~~All ~~member~~transactions shall be recorded at fair value of the ~~Board~~goods ofor ~~Directors~~services ofexchanged. ~~$2,500~~Property ~~that~~purchased ~~was~~from ~~received~~a inrelated party is recorded at the ~~prior~~cost ~~year,~~to ~~for~~the arelated ~~total~~party ~~amount~~and ofany ~~$8,500~~payment to ~~loans~~or ~~payables.~~on Asbehalf of ~~September~~the ~~30,~~related ~~2021,~~party ~~and~~in ~~2020,~~excess ~~this~~of ~~loan~~the ~~had~~cost ais ~~balance~~reflected ofas ~~$6,517~~compensation ~~and~~or ~~$9,701,~~distribution ~~respectively~~to related parties depending on the transaction.

~~The~~In ~~CEO~~October of2015, the Company, ~~who~~entered isinto an Employment Agreement (the ~~creator,~~“Employment ~~writer~~Agreement”) ~~and~~with ~~also~~Mr. ~~acted~~Brian asLukow, athe ~~producer~~CEO of the ~~Crazy~~Company. As compensation for ~~The~~his ~~Boys~~services ~~movie~~per isthe ~~entitled~~terms toof ~~receive~~the aEmployment ~~writer’s~~Agreement, ~~fee~~the ofCompany shall pay $255,000 per month and ~~producer~~20,000 shares of the Company’s ~~fee~~common ofstock per month calculated at $~~100,000~~0.25 toper share. The Employment Agreement may be ~~paid~~terminated ~~from~~by ~~gross~~either ~~revenues~~party ~~derived~~upon ~~from~~two ~~the~~months ~~Crazy~~written ~~for~~notice. ~~The~~On ~~Boys~~February ~~movie~~16, or2018, the ~~sale~~Company ofamended ~~ancillary~~this ~~products~~Employment Agreement to increase Mr. AsLukow’s ofbase salary from $5,000 to $8,000 per month. As September 30, ~~2021,~~2022 and ~~2020~~2021, ~~the~~accrued ~~Company~~salaries ~~has~~to anMr. ~~accrued~~Lukow ~~balance~~amounted ofto $~~125~~81,~~000~~556 inand ~~accrued~~$81,556, ~~expenses~~respectively, -and ~~related~~was ~~party~~included ~~for~~in ~~services~~accounts ~~rendered~~payable byand ~~the~~accrued ~~CEO~~liabilities of– ~~the~~related ~~Company~~party ~~and~~in athe ~~corresponding~~accompanying ~~increase~~consolidated inbalance ~~film cost~~sheets.

In22 ~~September~~Table 2019, pursuant to the Co-Production and Finance Agreement dated on July 24, 2019, the parent entity advanced $100,000 to a related party vendor and in October 2019, another $99,000 was advanced by our subsidiary, Carmel Valley Productions Inc. (“CVPI”) for a total advance of $199,000. On January 17, 2020, our parent entity entered into a Stock Purchase and Sale Agreement with our subsidiary, Carmel Valley Productions Inc. (CVPI”) whereby the Company sold any and all of its right to receive revenues or repayment from the $100,000 advance on film rights under the terms of the Co-Production and Finance Agreement.Contents

~~Director~~In ~~Independence~~December 2015, the Company through its wholly owned subsidiaries, Tween Entertainment, executed a month-to-month operating lease agreement with the CEO of the Company. The lease premise is located in Mt. Kisco, New York and the initial term was for a period of 12 months commencing in December 2015 and expiring in December 2016. The lease is currently on a month-to-month basis. The lease requires the Company to pay a monthly base rent of $1,000. The Company has recorded rent expense of $12,000 for both periods for the year ended September 30, 2022 and 2021 which was included as rent expense under general and administrative expense in the accompanying consolidated statements of operations. As of September 30, 2022 and 2021, the Company had accrued rent balance of $28,000 and $27,500, respectively, reflected under ‘accounts payable and accrued liabilities - related party’ in the accompanying consolidated balance sheets.

~~Because~~In ~~the Company’s Common Stock is not currently listed on a national securities exchange~~2020, the ~~Company~~CEO ~~has~~advanced ~~used~~to the ~~definition~~Company of$1,201 ~~“independence”~~and ofan ~~the~~additional ~~NASDAQ~~$5,316 ~~Stock~~in ~~Market~~2021, tofor ~~make this determination. NASDAQ Listing Rule 5605(~~a~~)(2)~~ ~~provides~~total ~~that an “independent director” is a person other than an officer or employee~~ of ~~the~~$6,517 ~~company~~for orworking ~~any~~capital ~~other~~purposes ~~individual having a relationship~~ which, inis ~~the~~reflected ~~opinion~~as ofdue ~~the~~to ~~company’s~~related ~~board~~parties. ofThe ~~directors,~~advanced ~~would~~is ~~interfere~~non-interest ~~with~~bearing ~~the~~and ~~exercise~~are ofdue ~~independent~~on ~~judgment~~demand. inAs ~~carrying out the responsibilities~~ of aSeptember ~~director.~~30, ~~The~~2022 ~~NASDAQ~~and ~~listing~~2021, ~~rules~~this ~~provide~~advance ~~that~~had a ~~director~~balance ~~cannot~~of ~~be considered independent if:~~$6,517.

●The ~~the~~CEO ~~director is, or at any time during the past three years was, an employee~~ of the ~~company; ● the director or a family member of the director accepted any compensation from the company in excess of $120~~Company,~~000~~ ~~during~~who ~~any~~is ~~period of 12 consecutive months within~~ the ~~three years preceding the independence determination (subject to certain exclusions~~creator, ~~including,~~writer ~~among~~and ~~other~~also ~~things,~~acted ~~compensation~~as ~~for board or board committee service); ●~~ a ~~family~~producer ~~member~~ of the ~~director~~Crazy ~~is,~~for orThe atBoys ~~any~~movie ~~time~~is ~~during~~entitled ~~the~~to ~~past~~receive ~~three years was, an executive officer of the company; ● the director or~~ a ~~family~~writer’s ~~member~~fee of ~~the director is a partner in~~$25,000 ~~controlling~~and ~~stockholder~~producer’s ~~of,~~fee ~~or an executive officer~~ of an$100,000 ~~entity~~ to ~~which~~be ~~the~~paid ~~company made, or~~ from ~~which~~gross ~~the~~revenues ~~company~~derived ~~received,~~from ~~payments in~~ the ~~current~~Crazy ~~or any of the past three fiscal years that exceed 5% of the recipient’s gross revenue~~ for ~~that~~The ~~year~~Boys movie or ~~$200,000, whichever is greater (subject to certain exclusions); ●~~ the ~~director~~sale ~~or a family member~~ of ~~the~~ancillary ~~director~~products. isAs ~~employed as an executive officer~~ of anSeptember ~~entity where~~30, at2022 ~~any~~and ~~time during the past three years~~2021, ~~any of~~ the ~~executive officers of the~~ Company ~~served~~has onan ~~the~~accrued ~~compensation~~balance ~~committee~~ of ~~such~~$125,000 ~~other~~in ~~entity;~~accrued orexpenses ●- ~~the~~related ~~director~~party orfor aservices ~~family~~rendered ~~member~~by of the ~~director~~CEO ~~is a current partner~~ of the Company~~’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the Company’s audit~~.

~~Based~~Director ~~on this review, we have no independent directors pursuant to the requirements of the NASDAQ Stock Market.~~Independence

~~ITEM~~Because ~~14:~~the ~~PRINCIPAL~~Company’s ~~ACCOUNTING~~Common ~~FEES~~Stock ~~AND~~is ~~SERVICES~~not currently listed on a national securities exchange, the Company has used the definition of “independence” of the NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

~~The~~● ~~following~~the ~~table~~director ~~sets~~is, ~~forth~~or at any time during the ~~fees~~past ~~billed~~three toyears ~~our~~was, an employee of the company; ● the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); ● a family member of the director is, or at any time during the past three years ~~ended~~was, ~~September~~an 30executive officer of the company; ● the director or a family member of the director is a partner in, ~~2021~~controlling stockholder of, ~~and~~or ~~2020~~an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s gross revenue for ~~professional~~that ~~services~~year ~~rendered~~or by$200,000, ~~our~~whichever ~~independent~~is ~~registered~~greater ~~public~~(subject ~~accounting~~to ~~firm~~certain exclusions); ● the director or a family member of the director is employed as an executive officer of an entity where, ~~Salberg~~at &any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or ● the director or a family member of the director is a current partner of the Company’s outside auditor, Por at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the Company’s audit.~~A.:~~

	Years EndedSeptember 30,
Fee Category	2021		2020
Audit Fees	$	56,300	$	56,400
Audit-related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	56,300	$	56,400

Based on this review, we have no independent directors pursuant to the requirements of the NASDAQ Stock Market.

26ITEM ~~Table~~14: ofPRINCIPAL ~~Contents~~ACCOUNTING FEES AND SERVICES

~~Audit~~The ~~Fees~~following table sets forth the fees billed to our company for the years ended September 30, 2022 and 2021 for professional services rendered by our independent registered public accounting firm, Salberg & Company, P.A.:

Audit fees were for professional services rendered for the audits of our annual financial statements and for review of our quarterly financial statements during the fiscal years ended September 30, 2021, and 2020.

	Years Ended September 30,
Fee Category	2022		2021
Audit Fees	$	62,700	$	56,300
Audit-related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	62,700	$	56,300

~~Audit-Related~~23 ~~Fees~~Table of Contents

This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.

~~Tax~~Audit ~~Fees~~fees were for professional services rendered for the audits of our annual financial statements and for review of our quarterly financial statements during the fiscal years ended September 30, 2022 and 2021.

AsAudit-Related our independent registered public accountants did not provide any services to us for tax compliance, tax advice and tax planning during the fiscal years ended September 30, 2021, and 2020, no tax fees were billed or paid during those fiscal years.Fees

~~All~~This ~~Other~~category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.

~~Our~~Tax independent registered public accountants did not provide any products and services not disclosed in the table above during the 2021, and 2020 fiscal years. As a result, there were no other fees billed or paid during those fiscal years.Fees

~~Pre-Approval~~As ~~Policies~~our independent registered public accountants did not provide any services to us for tax compliance, tax advice and ~~Procedures~~tax planning during the fiscal years ended September 30, 2022 and 2021, no tax fees were billed or paid during those fiscal years.

~~Our entire board of directors, which acts as our audit committee, pre-approves all services provided by our independent auditors.~~ All ofOther ~~the above services and fees were reviewed and approved by our board of directors before the respective services were rendered.~~Fees

Our ~~board~~independent ofregistered ~~directors~~public ~~has~~accountants ~~considered~~did ~~the~~not ~~nature~~provide ~~and~~any ~~amount~~products ofand ~~fees~~services ~~billed~~not bydisclosed ~~our~~in ~~independent~~the ~~registered~~table ~~public~~above ~~accounting~~during ~~firm~~the 2022 and ~~believe~~2021 ~~that~~fiscal ~~the~~years. ~~provision~~As ofa ~~services~~result, ~~for~~there ~~activities~~were ~~unrelated~~no toother ~~the~~fees ~~audit~~billed isor ~~compatible~~paid ~~with~~during ~~maintaining~~those ~~their~~fiscal ~~respective independence~~years.

27Pre-Approval ~~Table~~Policies ofand ~~Contents~~Procedures

~~PART~~Our IVentire board of directors, which acts as our audit committee, pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our board of directors before the respective services were rendered.

~~ITEM~~Our ~~15.~~board ~~EXHIBIT~~of ~~AND~~directors ~~FINANCIAL~~has ~~STATEMENT~~considered ~~SCHEDULES~~the nature and amount of fees billed by our independent registered public accounting firm and believe that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.

(a)	1.	Financial Statements
		The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements and Schedules” on page F-1 and included on page from F-2 onwards.
	2.	Financial Statement Schedules
		All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
	3.	Exhibits (including those incorporated by reference).

Table of Contents

28PART ~~Table of Contents~~IV

Exhibit Number		Description
3.1		Certificate of Incorporation (1)
3.2		By-Laws (1)
3.3		Articles of Amendment (1)
10.1		Asset Exchange Agreement with Crazy For the Boys, LLC dated October 26, 2015 (1)
10.2		Employment Agreement with Brian Lukow (1)
10.3		Board of Directors Agreement with Brian Lukow (1)
10.4		Board of Directors Agreement with Brian Gold (1)
10.5		Promissory Note with Auctus Fund I dated July 18, 2017 (2)
10.6		Promissory Note with GS Capital Partners, LLC dated October 31, 2018 (3)
10.7		Promissory Note with GS Capital Partners, LLC dated November 6, 2018 (3)
10.8		Promissory Note with Coolidge Capital, LLC dated November 20, 2018 (3)
10.9		Promissory Note with GS Capital Partners, LLC dated November 23, 2018 (3)
10.10		Promissory Note with Auctus Fund, LLC dated November 27, 2018 (3)
10.11		Promissory Note with GS Capital Partners, LLC dated December 13, 2018 (3)
10.12		Promissory Note with GS Capital Partners, LLC dated December 28, 2018 (3)
10.13		Promissory Note with GS Capital Partners LLC dated February 8, 2019 (4)
10.14		Promissory Note with GS Capital Partners LLC dated March 15, 2019 (4)
10.15		Promissory Note with GS Capital Partners LLC dated April 8, 2019 (4)
10.16		Promissory Note with GS Capital Partners, LLC dated May 22, 2019 (5)
10.17		Promissory Note with Odyssey Capital Funding LLC dated July 12, 2019 (5)
10.18		Promissory Note with GS Capital Partners, LLC dated July 24, 2019 (5)
10.19		Promissory Note with GS Capital Partner, LLC dated September 4, 2019 (6)
10.20		Promissory Note with Odyssey Capital Funding LLC dated September 4, 2019 (6)
10.21		Stock Purchase and Sale Agreement with Carmel Valley Productions Inc. (7)
10.22		Promissory Note with GS Capital Partners, LLC dated January 7, 2021 (7)
10.23		Promissory Note with GS Capital Partners, LLC dated February 3, 2021 (7)
10.24		Promissory Note with GS Capital Partners, LLC dated February 24, 2021 (7)
10.25		Promissory Note with GS Capital Partners, LLC dated April 1, 2021 (7)
31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

__________

(a)	1.	Financial Statements

		The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements and Schedules” on page F-1 and included on page from F-2 onwards.

	2.	Financial Statement Schedules

		All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.

	3.	Exhibits (including those incorporated by reference).

(1)	As filed with our Form 10 on January 3, 2017, as amended, and incorporated herein by reference.
ExhibitNumber		Description
(2)	As filed with our form 10-K filed on January 16, 2018, and incorporated herein by reference.
3.1		Certificate of Incorporation (1)
(3)	As filed with our Form 10-K filed on January 15, 2019.
3.2		By-Laws (1)
(4)	As filed with our Form 10-Q filed on May 17, 2019.
3.3		Articles of Amendment (1)
(5)	As filed with our Form 10-Q filed on August 14, 2019.
10.1		Asset Exchange Agreement with Crazy For the Boys, LLC dated October 26, 2015 (1)
(6)(7)	As filed with our Form 10-K filed on January 14, 2020.As field with our Form 10-Q filed on June 8, 2021.
10.2		Employment Agreement with Brian Lukow (1)
*	Filed herewith
10.3		Board of Directors Agreement with Brian Lukow (1)
10.4		Board of Directors Agreement with Brian Gold (1)
10.5		Promissory Note with Auctus Fund I dated July 18, 2017 (2)
10.6		Promissory Note with GS Capital Partners, LLC dated October 31, 2018 (3)
10.7		Promissory Note with GS Capital Partners, LLC dated November 6, 2018 (3)
10.8		Promissory Note with Coolidge Capital, LLC dated November 20, 2018 (3)
10.9		Promissory Note with GS Capital Partners, LLC dated November 23, 2018 (3)
10.10		Promissory Note with Auctus Fund, LLC dated November 27, 2018 (3)
10.11		Promissory Note with GS Capital Partners, LLC dated December 13, 2018 (3)
10.12		Promissory Note with GS Capital Partners, LLC dated December 28, 2018 (3)
10.13		Promissory Note with GS Capital Partners LLC dated February 8, 2019 (4)

Table of Contents

10.14		Promissory Note with GS Capital Partners LLC dated March 15, 2019 (4)

10.15		Promissory Note with GS Capital Partners LLC dated April 8, 2019 (4)

10.16		Promissory Note with GS Capital Partners, LLC dated May 22, 2019 (5)

10.17		Promissory Note with Odyssey Capital Funding LLC dated July 12, 2019 (5)

10.18		Promissory Note with GS Capital Partners, LLC dated July 24, 2019 (5)

10.19		Promissory Note with GS Capital Partner, LLC dated September 4, 2019 (6)

10.20		Promissory Note with Odyssey Capital Funding LLC dated September 4, 2019 (6)

10.21		Stock Purchase and Sale Agreement with Carmel Valley Productions Inc. (7)

10.22		Promissory Note with GS Capital Partners, LLC dated January 7, 2021 (7)

10.23		Promissory Note with GS Capital Partners, LLC dated February 3, 2021 (7)

10.24		Promissory Note with GS Capital Partners, LLC dated February 24, 2021 (7)

10.25		Promissory Note with GS Capital Partners, LLC dated April 1, 2021 (7)

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

__________

(1)	As filed with our Form 10 on January 3, 2017, as amended, and incorporated herein by reference.
(2)	As filed with our form 10-K filed on January 16, 2018, and incorporated herein by reference.
(3)	As filed with our Form 10-K filed on January 15, 2019.
(4)	As filed with our Form 10-Q filed on May 17, 2019.
(5)	As filed with our Form 10-Q filed on August 14, 2019.
(6) (7)	As filed with our Form 10-K filed on January 14, 2020. As field with our Form 10-Q filed on June 8, 2021.
*	Filed herewith
**	Furnished herewith.

ITEM 16. FORM 10-K SUMMARY

Not Applicable.

2926 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALL FOR ONE MEDIA CORP.
Date: December 17, 2021	By:	/s/ Brian Lukow
Date: December 29, 2022	By:	/s/ Brian Lukow
	Name:	Brian Lukow
	Title:	Chief Executive Officer(Principal Executive Officer)
		Chief Financial Officer(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Brian Lukow	Chief Executive Officer, Chief Financial Officer, President and Director	December 1729, ~~2021~~2022
Brian Lukow	(Principal Executive, Financial and Accounting Officer)
/s/ Aimee Ventura O’Brien	Director	December 1729, ~~2021~~2022
Aimee Ventura O’Brien

3027 Table of Contents

~~INDEX~~ALL TOFOR ~~FINANCIAL~~ONE ~~STATEMENTS~~MEDIA CORP. AND SUBSIDIARIES

~~SEPTEMBER~~INDEX ~~30,~~TO ~~2021~~CONSOLIDATED ~~AND~~FINANCIAL ~~2020~~STATEMENTS

SEPTEMBER 30, 2022

CONTENTS

Report of Independent Registered Public Accounting Firm		F-2
Report of Independent Registered Public Accounting Firm (PCAOB Firm No. 106)		F-2
Financial Statements:
Consolidated Financial Statements:
Balance Sheets as of September 30, 2021 and 2020		F-4
Consolidated Balance Sheets as of September 30, 2022 and 2021		F-3
Statements of Operations for the Years Ended September 30, 2021 and 2020		F-5
Consolidated Statements of Operations for the Years Ended September 30, 2022 and 2021		F-4
Statements of Changes in Stockholders’ Deficit for the Years Ended September 30, 2021 and 2020		F-6
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended September 30, 2022 and 2021		F-5
Statements of Cash Flows for the Years Ended September 30, 2021 and 2020		F-7
Consolidated Statements of Cash Flows for the Years Ended September 30, 2022 and 2021		F-6
Notes to Financial Statements		F-8 to F-33
Notes to Consolidated Financial Statements		F-7 to F-33

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of:

All For One Media Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of All For One Media Corp. and Subsidiaries (the “Company”) as of September 30, ~~2021~~2022 and ~~2020~~2021, the related consolidated statements of operations, changes in ~~shareholders~~stockholders’ deficit, and cash flows, for each of the two years in the period ended September 30, ~~2021~~2022 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of September 30, ~~2021~~2022 and ~~2020~~2021, and the consolidated results of its operations and its cash flows for each of the two years in the period ended September 30, ~~2021~~2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has a net ~~loss~~income and cash used in operations of $31,~~115~~835,~~470~~497 and $~~660~~496,~~935~~569, respectively, for the year ended September 30, ~~2021~~2022. The net income was primarily the result of a gain from the extinguishment of debt and gain on debt modification. Additionally, the Company had an accumulated deficit, ofstockholders’ ~~$27,568,913~~deficit and working capital deficit of $1825,~~491~~708,~~425~~263, $15,725,345 and $15,587,845 as of September 30, ~~2021~~2022. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan in regards to these matters is also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Derivative Liabilities

As described in Footnote 2 “Derivative Liabilities” and “Fair Value Measurements” and Footnote 5, “Convertible Notes Payable” to the consolidated financial statements, the Company recorded derivative activity during fiscal ~~2021~~2022 that resulted primarily in a net aggregate derivative expense of $719,842, gains on extinguishment of debt from settlement of derivative liabilities of $4,~~651~~434,~~050~~336 and derivative liabilities of $118,~~587~~149,~~761~~517 at September 30, ~~2021~~2022.

F-2 Table of Contents

We identified the evaluation of instruments and contracts to determine whether there are derivatives to be recorded, the analysis of the accounting treatment and presentation for derivative transactions and the valuation of derivatives as critical audit matters. Auditing management’s analysis of the above critical audit matters was complex and involved a high degree of subjectivity.

The primary procedures we performed to address these critical audit matters included (a) Reviewed and tested management’s conclusions as to whether certain instruments or contracts qualified for derivative treatment by comparing management’s analysis and conclusions to authoritative and interpretive literature, (b) Compared the accounting treatment and presentation to that described by the authoritative and interpretive literature, (c) Tested management’s process for valuing derivatives by comparing it to generally accepted methodologies for valuing derivatives, (d) Tested management’s valuation of the derivatives by testing assumptions and data used in the valuation model including the term, volatility and interest rate, and (e) Recomputed the derivative valuations. We agreed with management’s conclusions and determined that the derivatives treatments were fairly stated.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

We have served as the Company’s auditor since 2019.

Boca Raton, Florida

December 1729, ~~2021~~2022

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

F-2

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	September 30,			September 30,
	2022			2021

ASSETS

Current assets:
Cash	$	98,612		$	101,431
Prepaid expenses		6,863			21,191

Total current assets		105,475			122,622

TOTAL ASSETS	$	105,475		$	122,622

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$	37,982		$	61,246
Accounts payable and accrued liabilities - related party		234,556			234,056
Accrued interest		1,695,398			1,652,165
Convertible notes payable, net of unamortized debt discounts		2,628,177			3,958,802
Notes payable		2,257,673			430,000
Notes payable - related party		200,000			200,000
Loans payable		483,500			483,500
Due to related party		6,517			6,517
Derivative liabilities		8,149,517			11,587,761
Total current liabilities		15,693,320			18,614,047

Long-term liabilities:
Convertible note payable		137,500			-
Total liabilities		15,830,820			18,614,047

Commitments and contingencies (see Note 9)

Stockholders' deficit:
Preferred stock, $0.001 par value; 5,000,000 shares authorized
Series A Preferred stock ($0.001 Par Value; 51 shares designated;
51 shares issued and outstanding at September 30, 2022 and 2021		-			-
Common stock, $0.001, 19,000,000,000 shares authorized:
8,035,665,831 and 4,189,226,425 shares issued and outstanding
as of September 30, 2022 and 2021, respectively		8,035,671			4,189,229
Additional paid-in capital		2,347,420			5,263,279
Accumulated deficit		(25,708,263	)		(27,568,913	)
Total All For One Media Corp. Stockholders' deficit		(15,325,172	)		(18,116,405	)

Non-controlling interest in subsidiaries		(400,173	)		(375,020	)

Total Stockholders' deficit		(15,725,345	)		(18,491,425	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	105,475		$	122,622

See accompanying notes to consolidated financial statements.

F-3

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
	September 30,			September 30,
	For the Years Ended
	2021			2020
	September 30,
ASSETS
	2022			2021
Current assets:
Revenues	$	8,993		$	9,493
Cash	$	101,431		$	2,103
Operating expenses:
Prepaid expenses and other current assets		21,191			8,000
Compensation expense		96,062			96,238
Total current assets		122,622			10,103
Professional and consulting expense		196,268			110,992
TOTAL ASSETS	$	122,622		$	10,103
License fees		-			160,003
LIABILITIES AND STOCKHOLDERS' DEFICIT
General and administrative expense		241,535			251,712
Current liabilities:
Total operating expense		533,865			618,945
Accounts payable and accrued liabilities	$	61,246		$	87,234
Loss from operations		(524,872	)		(609,452	)
Accounts payable and accrued liabilities - related party		234,056			188,056
Other income (expense):
Accrued interest		1,652,165			1,002,708
Initial derivative expense		(135,670	)		(1,907,509	)
Convertible notes payable, net of unamortized debt discounts		3,958,802			4,212,959
Loss on change in fair value of derivative liabilities		(584,172	)		(2,743,541	)
Note payable		430,000			430,000
Gain from extinguishment of debt, net		3,935,629			3,838,696
Note payable - related party		200,000			200,000
Gain on debt modification		764,999			-
Loans payable		483,500			475,000
Loss on equity method investee		(7,500	)		-
Due to related parties		6,517			9,701
Interest expense		(1,612,917	)		(1,693,664	)
Derivative liabilities		11,587,761			10,997,765
Total other income (expense), net		2,360,369			(2,506,018	)
Total current liabilities		18,614,047			17,603,423
Net income (loss)		1,835,497			(3,115,470	)
Commitments and contingencies (see Note 9)
Loss attributable to non-controlling interest		25,153			5,294
Stockholders' deficit:
Net income (loss) attributable to All For One Media Corp.	$	1,860,650		$	(3,110,176	)
Preferred stock, $0.001 par value; 5,000,000 shares authorized
NET INCOME (LOSS) PER COMMON SHARE OUTSTANDING
Series A Preferred stock ($0.001 Par Value; 51 shares designated;
Basic	$	0.00		$	(0.00	)
51 and 51 shares issued and outstanding
Diluted	$	(0.00	)	$	(0.00	)
at September 30, 2021 and 2020, respectively		-			-
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Common stock, $0.001, 19,000,000,000 shares authorized:
Basic		5,962,775,675			3,652,537,713
4,189,226,425 shares and 2,292,574,092 shares issued and outstanding
Diluted		57,924,366,887			3,652,537,713
as of September 30, 2021 and 2020, respectively		4,189,229			2,292,576
Additional paid-in capital		5,263,279			4,942,567
Accumulated deficit		(27,568,913	)		(24,458,737	)
Total All For One Media Corp. Stockholders' deficit		(18,116,405	)		(17,223,594	)
Non-controlling interest in subsidiaries		(375,020	)		(369,726	)
Total Stockholders' deficit		(18,491,425	)		(17,593,320	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	122,622		$	10,103

See accompanying notes to consolidated financial statements.

F-4

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
	For the Years Ended
	September 30,
	2021			2020
Revenues	$	9,493		$	9,762
Operating expenses:
Compensation expense		96,238			98,180
Professional and consulting expense		110,992			124,262
License fees		160,003			-
Impairment of deposits		-			15,216
General and administrative expense		251,712			136,298
Total operating expense		618,945			373,956
Loss from operations		(609,452	)		(364,194	)
Other income (expense):
Initial derivative expense		(1,907,509	)		(120,078	)
Change in fair value of derivative liabilities		(2,743,541	)		(5,064,135	)
Gain (loss) from extinguishment of debt, net		3,838,696			(29,590	)
Loss from sale of subsidiary		-			(45,840	)
Gain on sale of investment		-			20,000
Interest expense		(1,693,664	)		(3,139,463	)
Total other expense, net		(2,506,018	)		(8,379,106	)
Loss before provision for income taxes		(3,115,470	)		(8,743,300	)
Provision for income taxes		-			-
Net loss		(3,115,470	)		(8,743,300	)
Loss attributable to non-controlling interest		5,294			9,056
Net loss attributable to All For One Media Corp.	$	(3,110,176	)	$	(8,734,244	)
NET LOSS PER COMMON SHARE OUTSTANDING
Basic and Diluted	$	(0.00	)	$	(0.01	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted		3,652,537,713			1,248,062,682

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED SEPTEMBER 30, 2022 AND 2021

	Series A				Common Stock
	$0.001 Par Value				$0.001 Par Value				Additional Paid-in			Accumulated			Non-controlling			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Deficit

Balance, September 30, 2020		51	$	-		2,292,574,092	$	2,292,576	$	4,942,567		$	(24,458,737	)	$	(369,726	)	$	(17,593,320	)

Issuance of common stock for services		-		-		288,000		288		(3	)		-			-			285

Issuance of common stock in connection with conversion of principal amount and accrued interest on notes payable		-		-		1,896,364,333		1,896,365		320,715			-			-			2,217,080

Net loss for the period		-		-		-		-		-			(3,110,176	)		(5,294	)		(3,115,470	)

Balance, September 30, 2021		51		-		4,189,226,425		4,189,229		5,263,279			(27,568,913	)		(375,020	)		(18,491,425	)

Issuance of common stock for services		-		-		288,000		288		(226	)		-			-			62

Issuance of common stock to consultants		-		-		233,333,336		233,334		(196,666	)		-			-			36,668

Issuance of common stock in connection with conversion of principal amount and accrued interest on notes payable		-		-		3,612,818,070		3,612,814		(2,718,961	)		-			-			893,853

Net income for the period		-		-		-		-		-			1,860,650			(25,153	)		1,835,497

Balance, September 30, 2022		51	$	-		8,035,665,831	$	8,035,665	$	2,347,426		$	(25,708,263	)	$	(400,173	)	$	(15,725,345	)

See accompanying notes to consolidated financial statements.

F-5

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND 2020
	For the Years Ended
	Preferred Stock
	September 30,
	Series A						Common Stock				Additional						Non-			Total
	2022			2021
	$0.001 Par Value						$0.001 Par Value				Paid-in			Accumulated			controlling			Stockholders'
CASH FLOWS FROM OPERATING ACTIVITIES:
	Shares			Amount			Shares		Amount		Capital			Deficit			Interest			Deficit
Net income (loss)	$	1,835,497		$	(3,115,470	)
Balance, September 30, 2019		51			-			77,114,395		77,114		6,382,859			(15,724,493	)		(360,670	)		(9,625,190	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Sale of common stock		-			-			3,969,000		3,969		(635	)		-			-			3,334
Amortization of debt discounts		914,603			721,789
Issuance of common stock for services		-			-			286,000		286		(110	)		-			-			176
Stock-based compensation		62			285
Fair value of the common stock issued in connection with conversion of principal and accrued interest on notes payable		-			-			2,211,204,697		2,211,207		(1,439,547	)		-			-			771,660
Stock-based professional fees from common stock issued to consultants		36,668			-
Net loss for the year		-			-			-		-		-			(8,734,244	)		(9,056	)		(8,743,300	)
Gain on extinguishment of debt, net		(3,935,629	)		(3,838,696	)
Balance, September 30, 2020		51		$	-			2,292,574,092	$	2,292,576	$	4,942,567		$	(24,458,737	)	$	(369,726	)	$	(17,593,320	)
Gain on debt modification		(764,999	)		-
Issuance of common stock for services		-			-			288,000		288		(3	)		-			-			285
Initial derivative expense		135,670			1,907,509
Fair value of the common stock issued in connection with conversion of principal and accrued interest on notes payable		-			-			1,896,364,333		1,896,365		320,715			-			-			2,217,080
Loss from change in fair value of derivative liabilities		584,172			2,743,541
Net loss for the year		-			-			-		-		-			(3,110,176	)		(5,294	)		(3,115,470	)
Non-cash conversion fee		7,010			2,000
Balance, September 30, 2021		51		$	-			4,189,226,425	$	4,189,229	$	5,263,279		$	(27,568,913	)	$	(375,020	)	$	(18,491,425	)
Non-cash default penalty interest		-			800
Loss of equity method investee		7,500			-
Changes in assets and liabilities:
Prepaid expenses and other current assets		14,328			(13,191	)
Accounts payable and accrued liabilities		(23,264	)		(25,988	)
Accounts payable and accrued liabilities - related party		500			46,000
Accrued interest		691,313			910,486
NET CASH USED IN OPERATING ACTIVITIES		(496,569	)		(660,935	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash contributed to an equity method investee		(7,500	)		-
NET CASH USED IN INVESTING ACTIVITIES		(7,500	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from a related party		-			5,316
Proceeds from notes payable		225,000			-
Proceeds from loan payable		50,000			-
Proceeds from convertible notes payable, net of issuance cost		276,250			1,369,000
Repayments of convertible notes		-			(614,053	)
Repayments of loan payable		(50,000	)		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		501,250			760,263
NET CHANGE IN CASH		(2,819	)		99,328
CASH - beginning of year		101,431			2,103
CASH - end of year	$	98,612		$	101,431
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	48,452
Income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Initial valuation of derivative liabilities included in debt discount	$	276,250		$	1,369,000
Issuance of common stock in connection with conversion of note payable and accrued interest	$	388,136		$	401,208
Reclassification of convertible notes payable to notes payable	$	1,601,000		$	-
Fair value of common stock issued for prepaid services initially recorded as deferred compensation	$	20,000		$	-

See accompanying notes to consolidated financial statements.

F-6

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
	For the Years Ended
	September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,115,470	)	$	(8,743,300	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discounts		721,789			1,732,387
Stock-based compensation		285			176
Loss (gain) on extinguishment of debt, net		(3,838,696	)		29,590
Gain on sale of investment		-			(20,000	)
Impairment of deposits		-			15,216
Loss from sale of subsidiary, CVPI		-			45,840
Initial derivative expense		1,907,509			120,078
Change in fair value of derivative liabilities		2,743,541			5,064,135
Non-cash interest expense		2,000			10,500
Non-cash default penalty interest		800			657,715
Changes in assets and liabilities:
Prepaid expenses and other current assets		(13,191	)		29,334
Deposit		-			25,000
Accounts payable and accrued liabilities		(25,988	)		41,571
Accounts payable and accrued liabilities - related party		46,000			60,020
Accrued interest		910,486			742,122
NET CASH USED IN OPERATING ACTIVITIES		(660,935	)		(189,617	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances on film rights		-			(99,000	)
Proceeds from sale of investment		-			20,000
Proceeds from sale of subsidiary, CVPI		-			50,000
Cash disposed from sale of subsidiary		-			(150,100	)
NET CASH USED IN INVESTING ACTIVITIES		-			(179,100	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from a related party		5,316			12,000
Proceeds from sale of common stock		-			3,334
Proceeds from note payable		-			150,000
Proceeds from convertible notes payable, net of issuance cost		1,369,000			107,450
Payments of convertible notes		(614,053	)		-
Payments on advance from a related party		-			(5,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		760,263			267,784
NET CHANGE IN CASH		99,328			(100,933	)
CASH - beginning of the year		2,103			103,036
CASH - end of the year	$	101,431		$	2,103
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	48,452		$	-
Income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Initial valuation of derivative liabilities included in debt discount	$	1,369,000		$	107,450
Issuance of common stock in connection with conversion of note payable and accrued interest	$	401,208		$	271,400

See accompanying notes to consolidated financial statements.

F-7 Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2021 AND 2020~~2022

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

All for One Media Corp. (the “Company”) was incorporated in the State of Utah on March 2, 2004. The Company is a media and entertainment company focused on creating, launching and marketing original pop music groups commonly referred to as “boy bands” and “girl groups.” On October 26, 2015, the Company entered into an Asset Exchange Agreement (the “Asset Exchange”) with Crazy for the Boys, LLC (“CFTB”), a privately held company, and certain members owning membership interest in CFTB whereby the Company acquired certain assets from CFTB in exchange for 5,201,500 shares of the Company’s common stock. The assets that were acquired included a movie screenplay, master song recordings, trademarks, and web domain names (the “CFTB Assets”).

On December 7, 2016, the Company organized a subsidiary in the state of Nevada, Crazy for the Boys Movie, LLC (“CFTB Movie”) which was created for the sole purpose of financing, producing and commercially exploiting (via all distribution sources and other means of revenue generation) one feature-length motion picture as a coming of age, musical dramedy, entitled Drama Drama (formerly with a working title of “Crazy For The Boys” (the “Movie”) and all of its allied, ancillary, subsidiaries and merchandising rights. The Company is the Managing Member of CFTB Movie and will have the sole and exclusive right to operate CFTB Movie. As of September 30, ~~2021~~2022 and 2021, the Company owns approximately 70% of CFTB Movie, the Company’s majority owned subsidiary.

In May 2017, the Company entered into an Assignment and Transfer Agreement with Crazy for the Boys GA LLC (“CFTB GA”), a company organized in the state of Georgia, whereby CFTB GA assigned and transferred all ownership, asset rights and other interest in CFTB GA to CFTB Movie. CFTB GA was created for the sole purpose of producing the Movie in the State of Georgia, in the city of Savannah, which offers production incentives up to 30% of Georgia production expenditures in transferable tax credits. The Georgia tax incentive program is available for qualifying projects, including feature films, television series, commercials, music videos, animation and game development. Consequently, CFTB GA became a wholly owned subsidiary of CFTB Movie and as of September 30, ~~2021~~2022 and ~~2020~~2021, the consolidated financial statements of the Company include the accounts of CFTB GA. Filming for the Movie ~~has~~was ~~been~~ completed in July 2017 and the post-production phase was completed in December 2018. The Company started to screen the movie in January 2019 for potential buyers. The Company ~~has~~had ~~been~~received ~~receiving~~ several offers for the distribution of the film and the Company continues to review ~~those~~any offers.

On ~~June~~February 212, ~~2019~~2022, ~~Carmel~~the ~~Valley~~Company ~~Productions~~and RA Production, Inc. (“~~CVPI~~RA Production”), a(collectively ~~newly~~as ~~formed~~“Parties”) ~~wholly~~entered ~~owned~~into ~~subsidiary,~~an aOperating ~~Florida~~Agreement ~~corporation,~~with ~~was~~Boss ~~formed~~Music ~~for~~and ~~purpose~~Entertainment, ofLLC ~~owning~~(“BME”), ~~and~~a ~~producing~~Delaware ~~family~~limited ~~friendly~~liability ~~films~~company (see Note 4 and Note 9). InPursuant ~~January~~to ~~2020~~the Operating Agreement, the Company ~~sold~~has 9050% interest in BME and was to contribute a total of ~~its~~$1,000,000 ~~100%~~towards ~~interest~~the inBME ~~CVPI~~capital ~~for~~account payable as follows: (i) $50200,000 upon signing hereof of the Operating Agreement and (ii) $800,000 payable on the full execution of recording agreements with five artists to form a recording group, (i.e. boy band). As of September 30, 2022, of the total $200,000 only $7,500 of capital contribution had been paid which was recorded as a loss on equity method investment in the accompanying consolidated statement of operations since the project was abandoned (see Note 4).

On November 1, 2021, the Company filed an amendment to its Articles of Incorporation increasing the Company’s authorized common stock from 4,200,000,000 to 19,000,000,000 shares. The increase in authorized common stock has been retroactively reflected in the accompanying consolidated financial statements (see Note 8 and 11).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company’s consolidated financial statements include the financial statements of its majority-owned and wholly-owned subsidiaries. In the preparation of consolidated financial statements of the Company, intercompany transactions and balances have been eliminated and net earnings are reduced by the portion of the net loss of subsidiaries applicable to non-controlling interests.

Cash ~~and Cash Equivalents~~

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company ~~did not have cash equivalents as of September 30, 2021, and 2020. The Company~~ places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of September 30, ~~2021,~~2022 and ~~2020~~2021, the Company had not reached bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets of $216,~~191~~863 and $821,~~000~~191 as of September 30, ~~2021,~~2022 and ~~2020~~2021, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses typically include prepayments in cash ~~and common stock~~ for consulting which are being amortized over the terms of their respective agreements.

F-87 Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2021 AND 2020~~2022

Use of Estimates

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

Film Production Costs

Pursuant to ASC 926-20-35, the Company will begin to amortize capitalized film cost when a film is released, and it begins to recognize revenue from the film. These costs for an individual film are amortized and participation costs (see below) are accrued to direct operating expenses in the proportion that current year’s revenues bear to management’s estimates of the ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of such film. Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release of the motion picture.

Parties involved in the production of a film may be compensated in part by contingent payments based on the financial results of a film pursuant to contractual formulas (participations) and by contingent amounts due under provisions of collective bargaining agreements (residuals). Such parties are collectively referred to as participants, and such costs are collectively referred to as participation costs. Participations may be given to creative talent, such as actors or writers, or to entities from whom distribution rights are licensed. Participation costs are typically recognized evenly as the ultimate revenues are earned.

Unamortized film costs are tested for impairment when there is an indication that the fair value of the film may be less than unamortized costs. Consistent with the rules for recognizing impairment of long-lived assets in ASC 926, the standard sets forth examples of events or changes in circumstances that indicate that the entity must assess whether the fair value of the film (whether it has been completed or is still in production) is less than the carrying amount of its unamortized film costs.

	1.	An adverse change in the expected performance of the film prior to its release,
	2.	Actual costs substantially in excess of budgeted costs,
	3.	Substantial delays in completion or release schedules,
	4.	Changes in release plans, such as a reduction in the initial release pattern,
	5.	Insufficient funding or resources to complete the film and to market it effectively,
	6.	Actual performance subsequent to release fails to meet prerelease expectations. (ASC 926-20-35-12)

AsFair ofValue ~~September 30, 2021, and 2020, the carrying value~~ of ~~the~~Financial ~~film costs for both periods was $0.~~ Instruments

FASB ASC 820 - Fair Value ~~Measurement~~Measurements and ~~Fair~~Disclosures, ~~Value~~defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of ~~Financial~~all ~~Instruments~~financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on September 30, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

~~FASB ASC 820~~ F-8 ~~Fair~~Table Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on September 30, 2021. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).Contents

F-9 Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2021 AND 2020~~2022

The three levels of the fair value hierarchy are as follows:

Level 1:

Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2:

Level 3:

The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments.

InAssets ~~August~~or ~~2018,~~liabilities ~~the~~measured ~~FASB~~at ~~issued ASU 2018-13,” Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring~~ fair value ~~measurements.~~or ~~The~~a ~~standard~~recurring ~~removes,~~basis ~~modifies,~~included ~~and~~embedded ~~adds~~conversion ~~certain~~options ~~disclosure~~in ~~requirements,~~convertible ~~and~~debt is(see ~~effective~~Note ~~for~~5) ~~fiscal years,~~ and ~~interim~~were ~~periods~~as ~~within~~follows ~~those~~on ~~fiscal~~September ~~years~~30, ~~beginning~~2022 ~~after~~and ~~December 15, 2019. During the quarter ended March 31, 2020, the Company adopted ASU 2018-13. This guidance did not have a material impact on its consolidated financial statements.~~2021:

Assets or liabilities measured at fair value or a recurring basis included embedded conversion options in convertible debt (see Note 5) and were as follows at September 30, 2021 and 2020:

	September 30, 2022						September 30, 2021
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative liabilities	$	—	$	—	$	8,149,517	$	—	$	—	$	11,587,761

	September 30, 2021						September 30, 2020
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative liabilities	$	-	$	-	$	11,587,761	$	-	$	-	$	10,997,765

A roll forward of the level 3 valuation financial instruments is as follows:

	For the Year EndedSeptember 30,
	2020			2020
	2022			2021
Balance at beginning of year	$	1011,~~997~~587,~~765~~761		$	610,~~166~~997,~~273~~765
Initial valuation of derivative liabilities included in debt discount		1276,~~369,000~~250			~~107~~1,~~450~~369,000
Initial valuation of derivative liabilities included in derivative expense		1135,~~907,509~~670			~~120~~1,~~078~~907,509
Reclassification of derivative liabilities to gain on debt extinguishment		(54,~~430~~434,~~054~~336	)		(~~460~~5,~~171~~430,054	)
Change in fair value included in derivative expense		2584,~~743,541~~172			52,~~064~~743,~~135~~541
Balance at end of year	$	118,~~587~~149,~~761~~517		$	1011,~~997~~587,~~765~~761

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments.

Derivative Liabilities

The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 –- Derivative and Hedging –- Contract in Entity’s Own Equity. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

FIn July 2017, FASB issued ASU No. 2017-1011, ~~Table~~Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of ~~Contents~~determining liability or equity classification. For public business entities, the amendments in Part I of the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

F-9

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2021 AND 2020~~2022

In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. For public business entities, the amendments in Part I of the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

Basic and Diluted Net Loss Per Share

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and stock warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future.

The potentially dilutive common stock equivalents as of September 30, ~~2021,~~2022 and ~~2020~~2021 were ~~excluded~~included ~~from~~in the dilutive income (loss) per share calculation ~~as they would be antidilutive due to the net loss~~. The following were the computation of diluted shares outstanding and in periods where the Company has a net ~~loss~~income, all dilutive securities ~~are~~were ~~excluded~~included.

	September 30,
	2021		2020
	2022		2021
Common Stock Equivalents:
Stock Warrants		1,600,000		1,600,000
Convertible Notes		2251,~~115~~961,~~183~~591,~~123~~212		~~152~~22,~~108~~115,~~787~~183,~~982~~123
Total		2251,~~116~~963,~~783~~191,~~123~~212		~~152~~22,~~110~~116,~~387~~783,~~982~~123

The following table presents a reconciliation of basic and diluted net income (loss) per common share:

	Year Ended September 30,
	2022			2021
Income (loss) per common share - basic:
Net income (loss) attributable to All For One Media Corp.	$	1,860,650		$	(3,110,176	)
Weighted average common shares outstanding - basic		5,962,775,675			3,652,537,713

Net income (loss) per common share - basic:	$	0.00		$	(0.00	)

Income (Loss) per common share - diluted:
Net income (loss) attributable to All For One Media Corp.	$	1,860,650		$	(3,110,176	)
Add: interest on debt		1,612,917			-
Add: initial derivative expense		135,670			-
Add: gain on extinguishment of debt, net		584,172			-
Less: gain from change in fair value of derivative liabilities		(3,935,629	)		-
Less: gain debt modification		(764,999	)		-
Numerator for loss from operations per common share - diluted	$	(507,219	)	$	(3,110,176	)

Weighted average common shares outstanding - basic		5,962,775,675			3,652,537,713
Effect of dilutive securities:
Convertible notes payable		51,961,591,212			-
Weighted average common shares outstanding - diluted		57,924,366,887			3,652,537,713

Net loss per common share - diluted	$	(0.00	)	$	(0.00	)

F-10

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

Income Taxes

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

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

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

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. The Company’s 2022, 2021, 2020, and 2019 tax years may still be subject to federal and state tax examination.

F-11 Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021 AND 2020

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718, Share-Based Payment, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The Financial Accounting Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments non-employees, compensation expense is determined at the measurement date defined as the earlier of: a) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or b) the date at which the counterparty’s performance is complete.

The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third parties are then revalued, or the total compensation is recalculated, based on the then current fair value, at each subsequent reporting date.

Non-Controlling Interests in Consolidated Financial Statements

In December 2007, the FASB issued ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51” (“SFAS No. 160”). This ASC clarifies that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. In accordance with ASC 810-10- 45-21, those losses attributable to the parent and the non-controlling interest in subsidiaries may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance. During the year ended September 30, 2017, the Company sold 8 Class A units of membership interest in CFTB Movie and assigned 1 Class B unit in CFTB Movie pursuant to a guarantee agreement which resulted in approximately 27% non-controlling interest. On November 14, 2018, the Company sold 1and ¼ Class A units of membership interest in CFTB Movie to a director of the Company for $125,000 increasing the non-controlling interest to approximately 29.9%. As of September 30, ~~2021,~~2022 and 2021, the Company recorded a non-controlling interest balance of $(~~375~~400,~~020~~173) and $(~~369~~375,~~726~~020), respectively, in connection with the majority-owned subsidiaries, CFTB Movie and CFTB GA as reflected in the accompanying consolidated balance sheet and ~~losses~~loss attributable to non-controlling interest of $525,~~294~~153 and $95,~~056~~294 during the years ended September 30, ~~2021,~~2022 and ~~2020~~2021, respectively, as reflected in the accompanying consolidated statements of operations.

F-11

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

Equity Method Investment

The Company accounts for investments in which the Company owns more than 20% or has the ability to exercise significant influence of the investee but the investee does not qualify for consolidation, using the equity method in accordance with ASC Topic 323, Investments—Equity Method. Under the equity method, an investor initially records an investment in the stock of an investee at cost and adjusts the carrying amount of the investment to recognize the investor’s share of the earnings or losses of the investee after the date of acquisition. The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor’s share of changes in the investee’s capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary, and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method (see Note 4).

In accordance with ASC 323-10-35-20 through 35-22, the investor ordinarily shall discontinue applying the equity method if the investment (and net advances) is reduced to zero and shall not provide for additional losses unless the investor has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee. An investor shall, however, provide for additional losses if the imminent return to profitable operations by an investee appears to be assured. For example, a material, nonrecurring loss of an isolated nature may reduce an investment below zero even though the underlying profitable operating pattern of an investee is unimpaired. If the investee subsequently reports net income, the investor shall resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended.

Equity method investments are classified as investments in the accompanying consolidated balance sheet. The Company periodically evaluates its equity and cost method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded as an impairment loss in the accompanying consolidated statements of operations.

Revenue Recognition

~~The Company adopted and implemented on October 1, 2018,~~ ASU Topic 606 - Revenue from Contracts with Customers (“ASU 606”)., ~~ASU~~the ~~606~~Company ~~did~~recognizes ~~not~~revenue ~~have~~in aaccordance ~~material~~with ~~impact~~that oncore ~~its~~principle ~~consolidated~~by ~~financial~~applying ~~statements.~~the following steps:

Upon implementation of ASU 606, the Company recognizes revenue in accordance with that core principle by applying the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

~~During~~The ~~the~~Company ~~years~~recognized ~~ended~~revenue ~~September~~of 30$8,993 ~~2021,~~ and ~~2020~~$9,493 during the ~~Company~~years ~~recognized~~ended ~~revenue~~September ~~of $9~~30,~~493~~ 2022 and $92021,~~762,~~ respectively, from streaming music sales. The Company markets their master song recordings ~~(see Note 1)~~ through online music streaming websites and recognizes revenues on a net basis once the songs are downloaded by the customer and the performance obligation is satisfied.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, and early adoption is permitted. The Company early adopted ASU 2020-06 during the three months ended December 31, 2021 and it did not have a material effect on the consolidated financial statements.

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Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2021 AND 2020~~2022

~~Recent~~In ~~Accounting~~May ~~Pronouncements~~2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2021-04 during the three months ended December 31, 2021 and it did not have a material effect on the consolidated financial statements.

In ~~August~~March ~~2020~~2022, the FASB issued ASU ~~2020~~2022-0601, ~~Debt - Debt with Conversion and Other Options (Subtopic 470-20) and~~ Derivatives and Hedging ~~– Contracts in Entity’s Own Equity~~ (~~Subtopic~~Topic 815~~-40~~): –Fair ~~Accounting~~Value ~~for~~Hedging—Portfolio ~~Convertible~~Layer ~~Instruments~~Method. ~~and~~Current ~~Contracts~~GAAP onpermits anonly ~~Entity’s~~prepayable ~~Own~~financial ~~Equity.~~assets ~~The~~and ~~ASU~~one ~~simplifies~~or ~~accounting~~more ~~for~~beneficial ~~convertible~~interests ~~instruments~~secured by ~~removing~~a ~~major~~portfolio ~~separation~~of ~~models~~prepayable ~~required~~financial ~~under current GAAP. Consequently, more convertible debt~~ instruments ~~will~~to be ~~reported~~included asin a ~~single~~last-of-layer ~~liability~~closed ~~instrument with no separate accounting for embedded conversion features~~portfolio. The ~~ASU~~amendments ~~removes~~in ~~certain~~ASU ~~settlement~~2022-01 ~~conditions~~allow ~~that~~3 ~~are~~non-prepayable ~~required~~financial ~~for~~assets ~~equity~~also ~~contracts~~ to ~~qualify~~be ~~for~~included ~~the~~in ~~derivative~~a ~~scope~~closed ~~exception,~~portfolio ~~which~~hedged ~~will~~using ~~permit more equity contracts to qualify for~~ the ~~exceptions.~~portfolio ~~The~~layer ~~ASU also simplifies the diluted net income per share calculation in certain areas~~method. ~~The~~That ~~new~~expanded ~~guidance~~scope ispermits ~~effective~~an ~~for~~entity ~~fiscal~~to ~~years~~apply ~~beginning~~the ~~after~~same ~~December~~portfolio ~~15,~~hedging ~~2021,~~method ~~including~~to ~~interim~~both ~~periods~~prepayable ~~within~~and ~~those~~non-prepayable ~~fiscal~~financial ~~years~~assets, ~~and~~thereby ~~early~~allowing ~~adoption~~consistent isaccounting ~~permitted.~~for ~~The~~similar ~~Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements~~hedges.

InThe ~~May~~amendments ~~2021,~~in ~~the FASB issued~~ ASU ~~2021~~2022-~~04,~~01 ~~Earnings~~clarify ~~Per~~the ~~Share~~accounting ~~(Topic~~for ~~260), Debt-Modifications~~ and ~~Extinguishments~~promote ~~(Subtopic~~consistency ~~470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts~~ in ~~Entity’s~~the ~~Own~~reporting ~~Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges~~ of ~~freestanding~~hedge ~~equity-classified~~basis ~~written~~adjustments ~~call~~applicable ~~options.~~to ~~This~~both ~~amendment~~a issingle ~~effective~~hedged ~~for~~layer ~~all~~and ~~entities,~~multiple ~~for~~hedged ~~fiscal~~layers ~~years~~as ~~beginning~~follows: after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this new guidance will have on its financial statements.

	1.	An entity is required to maintain basis adjustments in an existing hedge on a closed portfolio basis (that is, not allocated to individual assets).

	2.	An entity is required to immediately recognize and present the basis adjustment associated with the amount of the dedesignated layer that was breached in interest income. In addition, an entity is required to disclose that amount and the circumstances that led to the breach.

	3.	An entity is required to disclose the total amount of the basis adjustments in existing hedges as a reconciling amount if other areas of GAAP require the disaggregated disclosure of the amortized cost basis of assets included in the closed portfolio.

	4.	An entity is prohibited from considering basis adjustments in an existing hedge when determining credit losses.

For public business entities, amendments in ASU 2022-01 are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted on any date on or after the issuance of ASU 2022-01 for any entity that has adopted the amendments in ASU 2017-12 for the corresponding period. If an entity adopts the amendments in an interim period, the effect of adopting the amendments related to basis adjustments should be reflected as of the beginning of the fiscal year of adoption (that is, the initial application date). The Company early adopted ASU 2022-01 during the three months ended March 31, 2022 and it did not have a material effect on the consolidated financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements are prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a net income (loss) of $1,835,497 and $(3,115,470) for the years ended September 30, 2022 and 2021, net cash used in operations of $3496,~~115,470~~569 and $660,935, respectively, for the ~~year~~years ended September 30, 2022 and 2021, respectively. The net income for the year ended September 30, 2022, was primarily a result of the non-cash gain from extinguishment of debt of $3,935,629, loss on change in fair value of derivative liabilities and initial derivative expense of $719,842, and non-cash gain on debt modification of $764,999. Additionally, the Company had an accumulated deficit of $2725,~~568~~708,~~913~~263, ~~and~~ working capital deficit of $1815,~~491~~587,~~425~~845 and a stockholders’ deficit of $15,725,345 as of September 30, ~~2021~~2022. As of September 30, 2022, the Company had $2,847,637 of gross convertible notes and $2,472,500 of gross notes payable outstanding. These matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future such as selling the completed Movie and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations.

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues, there can be no assurances to that effect.

NOTE 4 - DISPOSAL OF A SUBSIDIARY

On January 17, 2020, our parent entity entered into a Stock Purchase and Sale Agreement with our subsidiary, Carmel Valley Productions Inc. (“CVPI”) whereby the Company sold 90% of its 100% interest in CVPI and any of the Company’s right to receive revenues or repayment from the $100,000 advance on film rights under the terms of the Co-Production and Finance Agreement dated on July 24, 2019 (see Note 9) for a total purchase price of $50,000.

The following assets and liabilities were disposed in the Sale:

	January 17,2020
Assets:
Cash	$	150,100
Advances on film rights - related party (see Note 9)		199,000
Total assets	$	349,100
Liabilities:
Accrued expenses	$	3,260
Note payable		250,000
Total liabilities	$	253,260
Net assets disposed	$	95,840
Cash transferred to parent in exchange for 90% CVPI interest		(50,000	)
Loss from sale of subsidiary, CVPI	$	45,840

On June 22, 2020, the Company sold the remaining 1,000,000 shares of common stock or 10% equity ownership of CVPI, to a third-party for cash proceeds of $20,000 which was recorded as gain on sale of investment in the accompanying consolidated statement of operations.

NOTE 5 - CONVERTIBLE NOTES PAYABLE

As of September 30, 2021, and 2020, convertible notes payable – unrelated party consisted of the following:

	September 30,
	2021			2020
Principal amount	$	4,665,641		$	4,215,822
Less: unamortized debt discount		(706,839	)		(2,863	)
Convertible notes payable, net	$	3,958,802		$	4,212,959

As of September 30, 2021, the Company had defaulted on 22 of its convertible notes payable with aggregate outstanding principal amount of $3,239,876. Subsequent to September 30, 2021, the Company and a lender (“Parties”) entered into an agreement to extend the maturity dates 23 of the convertible notes, of which 16 are currently in default, with inception dated between October 2018 to September 2021 (“Amendment Agreements”). Pursuant to the Amendment Agreements, the Parties agreed to extend the maturity dated of all the 23 convertible notes to April 18, 2022 and waive any penalty interest that would otherwise have occurred due to the failure to timely repay the convertible notes on or prior to the original maturity date (see Note 11). All other terms of the convertible notes not modified in the Amendment Agreements shall remain in full force and effect.

F-13

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2021 AND 2020~~2022

AsThe ofconsolidated ~~September~~financial ~~30,~~statements ~~2021,~~do ~~the~~not ~~Company~~include ~~had~~any ~~defaulted~~adjustments onthat 22might ofbe ~~its~~necessary ~~convertible~~if ~~notes payable with aggregate outstanding principal amount of $3,239,876. Subsequent to September 30, 2021,~~ the Company ~~and~~is aunable ~~lender (“Parties”) entered into an agreement~~ to ~~extend~~continue ~~the~~as ~~maturity~~a ~~dates~~going 23concern. ofWhile the ~~convertible~~Company ~~notes,~~believes ~~of which 16 are currently~~ in ~~default, with inception dated between October 2018 to September 2021 (“Amendment Agreements”). Pursuant to~~ the ~~Amendment~~viability ~~Agreements, the Parties agreed to extend the maturity dated~~ of ~~all~~its ~~the~~strategy ~~23 convertible notes~~ to ~~April~~generate 18revenues, ~~2022~~there ~~and~~can ~~waive~~be ~~any~~no ~~penalty~~assurances ~~interest~~to that would otherwise have occurred due to the failure to timely repay the convertible notes on or prior to the original maturity date (see Note 11). All other terms of the convertible notes not modified in the Amendment Agreements shall remain in full force and effect.

OnNOTE July 18, 2017, the Company issued 12% Convertible Promissory Note for principal borrowings of up to $110,000. The note is unsecured and bears interest at the rate of 12% per annum (24% default rate) and matured in April 2018. The note holder had the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 50% of the volume weighted average price of the Company’s common stock during the 20 trading days immediately preceding the conversion date. During the first 30 to 180 days following the date of the notes, the Company had the right to prepay the principal and accrued but unpaid interest due under these notes, together with any other amounts that the Company may owe the holder under the terms of these notes, at a premium ranging from 115% to 135% as defined in the note agreements. After this initial 1804 -~~day~~ ~~period,~~EQUITY ~~the~~METHOD Company had no right to prepay the note. The Company paid original issue discount and related loan fees of $11,000 in connection with this note payable which was amortized over the term of the note. Between January 2018 and February 2018, the Company issued an aggregate of 800,000 common stock to the note holder upon the conversion of $4,603 of principal amount, accrued interest of $7,197 and fees of $1,000. Between October 2018 and November 2018, the Company issued an aggregate of 3,324,200 common stock to the note holder upon the conversion of $27,366 of principal amount, accrued interest of $16,621 and fees of $1,000. In April 2018, the Company entered into an amendment agreement with this note holder for the forbearance from converting the notes into shares of common stock of the Company until October 1, 2018, unless an event of default as defined in the note agreements occurs or the Company’s stocks trades at a price less than $0.02 per share. During the year ended September 30, 2020, the Company issued an aggregate of 5,665,900 common stock to the note holder upon the conversion of accrued interest of $5,126 and conversion fees of $1,000. This note is currently in default and $43,487 of default penalty was added to the principal balance, during the year ended September 30, 2020, pursuant to the note and accrue interest at the default interest rate upon default. As of September 30, 2021, and 2020, the principal balance of this note was $121,518.INVESTMENTS

OnThe ~~September 25, 2017, the~~ Company ~~issued~~accounts ~~12% Convertible Promissory Notes~~ for ~~principal~~investments ~~borrowings of up to $110,000. The note is unsecured, bears an interest rate of 12% per annum and matured~~ in ~~June 2018. The note holder had the right to convert beginning on the date~~ which is the ~~issuance date the outstanding principal amount and accrued but unpaid interest into the~~ Company’s ~~common~~owns ~~stock~~more atthan ~~a conversion price equal to a price which is the lower of (1) 50~~20% ~~of the volume weighted average price of the Company’s common stock during the last 20 trading days prior to the date of conversion~~ or ~~(2)~~has ~~50% of~~ the ~~lowest~~ability ~~closing price during the last 20 trading days immediately preceding the conversion date. During the first 90~~ to ~~180~~exercise ~~days~~significant ~~following~~influence ~~the date~~ of ~~this note,~~ the ~~Company had the right to prepay the principal and accrued but unpaid interest due under this note~~investee, ~~together~~using ~~with any other amounts that~~ the ~~Company~~equity ~~may~~method ~~owe the holder under the terms of this note, at a premium ranging from 135% to 150% as defined~~ in ~~the~~accordance ~~note~~with ~~agreement.~~ASC ~~After~~Topic ~~this initial 180-day period~~323, ~~the~~Investments—Equity ~~Company had no right to prepay the note~~Method. ~~The~~Under ~~Company paid original issue discount and related loan fees of $11,000 in connection with this note payable which was amortized over~~ the ~~term~~equity ~~of the note. In April 2018~~method, ~~the~~an ~~Company~~investor ~~entered~~initially ~~into~~records an ~~amendment~~investment ~~agreement~~in ~~with this note holder for~~ the ~~forbearance from converting the notes into shares of common~~ stock of ~~the~~an ~~Company~~investee ~~until~~at ~~October~~cost 1,and ~~2018,~~adjusts ~~unless~~the ancarrying ~~event~~amount of ~~default as defined in~~ the ~~note~~investment ~~agreements~~to ~~occurs~~recognize or the ~~Company~~investor’s ~~stocks trades at a price less than $0.02 per~~ share. ~~This note is currently in default and $80,248~~ of ~~default penalty was added to~~ the ~~principal~~earnings ~~balance~~or ~~during~~losses ~~the~~of ~~year ended September 30, 2020, pursuant to~~ the ~~note~~investee ~~and~~after ~~accrue interest at~~ the ~~default~~date ~~interest~~of ~~rate upon default~~acquisition. As(see ofNote ~~September 30, 2021, and 2020, the principal balance of this note $190,248~~2).

On ~~March~~February 262, ~~2018~~2022, the Company ~~issued~~and ~~10%~~RA ~~Convertible Promissory Note for principal borrowings of up to $80~~Production,~~000~~ ~~and~~Inc on(“RA ~~January 22~~Production”), ~~2019,~~a ~~the~~non-related ~~Company issued another 10% Convertible Promissory Note for principal borrowings of up to $80~~entity,~~000~~ (collectively as “~~Notes~~Parties”). ~~The~~entered ~~Notes~~into ~~bears~~ an ~~interest~~Operating ~~rate~~Agreement ofwith ~~10%~~Boss ~~per~~Music ~~annum~~and ~~(24%~~Entertainment, ~~default~~LLC ~~rate~~(“BME”), ~~and~~a ~~matured~~Delaware ~~one~~limited ~~year~~liability ~~from~~company ~~the~~(see ~~date~~Note of1 ~~issuance~~ and. ~~The~~Note ~~note~~9). ~~holder~~Pursuant ~~shall have the right~~ to ~~convert beginning on~~ the ~~issuance~~Operating ~~date~~Agreement, the ~~outstanding~~Company ~~principal~~has ~~amount~~50% ~~and accrued but unpaid~~ interest ~~into~~in ~~the~~BME ~~Company’s~~and ~~common~~was ~~stock~~to atcontribute a ~~conversion~~total ~~price to a price which is 52%~~ of ~~the~~$1,000,000 ~~lowest trading price~~ of towards the ~~Company’s~~BME ~~common~~capital ~~stock~~account ~~during~~payable ~~the~~as 18follows: ~~prior~~(i) ~~trading~~$200,000 ~~days~~upon ~~including~~signing ~~the~~hereof ~~day~~ of the ~~conversion~~Operating ~~date.~~Agreement ~~These Notes may not be prepaid. The Company paid total original issue discount~~ and ~~related~~(ii) ~~loan fees of~~ $20800,000 inpayable ~~connection~~on ~~with these Notes and amortized over~~ the ~~term~~full execution of ~~the~~recording ~~Notes.~~agreements Onwith ~~September~~five 8,artists ~~2019,~~to ~~the~~form ~~Company paid off~~ a ~~total~~recording ~~principal amount of $80~~group,~~000~~ ~~including~~(i.e. ~~accrued~~boy ~~interest~~band). ofAs ~~$4,664 and prepayment penalty~~ of ~~$15,336. During year ended~~ September 30, ~~2020~~2022, ~~the Company issued an aggregate~~ of ~~817,526,314 shares of common stock to~~ the ~~note~~total ~~holder upon the conversion of~~ $58200,~~100~~000 ofonly ~~principal amount and accrued interest of~~ $67,~~409.~~500 ~~This~~of ~~note~~capital iscontribution ~~currently~~had inbeen ~~default~~paid ~~for~~which ~~non-payment~~was ~~and~~recorded ~~$5,875~~as ofa ~~default~~loss ~~penalty~~on ~~was~~equity ~~added~~method toinvestment ~~the~~in ~~principal balance during~~ the ~~year~~accompanying ~~ended~~consolidated ~~September~~statements ~~30,~~of ~~2020,~~operations ~~pursuant~~since to the ~~note~~project ~~and~~was ~~accrue interest at the default interest rate upon default~~abandoned. During the year ended September 30, ~~2021~~2022, the Company ~~issued~~recognized ~~an aggregate of 87,787,912 shares of common stock to the note holder upon the conversion of~~ $217,~~900~~500 of ~~principal~~loss ~~amount~~from ~~and~~its ~~accrued~~equity ~~interest~~method ofinvestment ~~$10,055.~~reflected Asin ~~of September 30, 2021 and 2020~~ the ~~principal~~accompanying ~~balance~~consolidated statement of ~~this note was $5,875 and $27,775, respectively~~operations.

Summary of equity investment activities:

	September 30, 2022
Equity investment balance	$	—
Capital contributions to Boss Music & Entertainment LLC		7,500
Less: loss on equity method investment - Boss Music & Entertainment LLC		(7,500	)
Equity investment balance as of September 30, 2022	$	—

NOTE 5 - CONVERTIBLE NOTES PAYABLE

As of September 30, 2022 and 2021, convertible notes payable - unrelated party consisted of the following:

	September 30, 2022			September 30, 2021
Principal amount	$	2,847,637		$	4,665,641
Less: unamortized debt discount		(81,960	)		(706,839	)
Convertible notes payable, net - current	$	2,765,677		$	3,958,802

As of September 30, 2021, the Company had defaulted on 22 of its convertible notes payable with aggregate outstanding principal amount of $3,239,876. During the year ended September 30, 2022, the Company defaulted on additional convertible notes. During the year ended September 30, 2022, the Company and a lender (“Parties”) entered into agreements to extend the maturity date of their convertible and non-convertibles notes dated between October 2018 and September 2021 to December 31, 2022 (“Amendment Agreements”). Pursuant to the Amendment Agreements, the Parties agreed to extend the maturity dated of all these convertible notes to December 31, 2022 and waived any penalty interest that would otherwise have occurred due to the failure to timely repay the convertible notes on or prior to the original maturity date (see Note 11). As of September 30, 2022, the Company had defaulted on 6 of its convertible notes payable with aggregate outstanding principal amount of $1,047,821. All other terms of the convertible notes not modified in the Amendment Agreements shall remain in full force and effect.

F-14

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2021 AND 2020~~2022

On ~~October~~July 3118, ~~2018~~2017, the Company issued ~~a 10~~12% Convertible Promissory Note ~~with a certain note holder~~ for principal borrowings of up to $~~250~~110,000. The note is unsecured, and bears an interest at the rate of 1012% per annum (24% default rate) and matured onin ~~October~~April ~~31, 2019~~2018. The note holder ~~shall~~had ~~have~~ the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 5550% of the ~~lowest~~volume ~~trading~~weighted average price ~~during~~of the 15Company’s ~~prior~~common stock during the 20 trading days immediately preceding ~~including~~ the ~~day of the~~ conversion date. ~~During~~The ~~the~~Company ~~first~~paid 60original toissue ~~180~~discount ~~days~~and ~~following~~related ~~the~~loan ~~date~~fees of ~~the note~~$11,000 ~~the~~in ~~Company~~connection ~~has~~with ~~the~~this ~~right~~note topayable ~~prepay~~which ~~the~~was ~~principal~~amortized ~~and~~over ~~accrued~~the ~~but~~term ~~unpaid~~of ~~interest due under~~ the note,. ~~together~~During ~~with~~2018, ~~any other amounts that~~ the Company ~~may~~issued ~~owe~~an ~~the~~aggregate ~~holder under the terms~~ of ~~the note~~4,124,200 atcommon astock ~~premium ranging from 115%~~ to ~~138% as defined in~~ the note ~~agreement.~~holder ~~After~~upon ~~this~~the ~~initial~~conversion ~~180-day~~of ~~period~~$31,969 ~~the~~of ~~Company~~principal ~~does~~amount, ~~not~~accrued ~~have~~interest aof ~~right~~$23,818 toand ~~prepay~~fees ~~the~~of ~~note~~$2,000. ~~The~~In ~~Company~~April ~~paid~~2018, ~~original~~the ~~issue~~Company ~~discount~~entered ~~and~~into ~~related~~an ~~loan~~amendment ~~fees~~agreement ~~of $16,000 in connection~~ with this note ~~payable~~holder ~~which~~for ~~will~~the beforbearance ~~amortized~~from ~~over~~converting the ~~term~~notes into shares of ~~the~~common ~~note.~~stock ~~This~~of ~~note~~the isCompany ~~currently~~until inOctober ~~default~~1, ~~for~~2018, ~~non-payment~~unless ~~and~~an ~~$25,000~~event of default ~~penalty~~as ~~was~~defined ~~added~~in to the ~~principal~~note ~~balance~~agreements ~~during~~occurs ~~the~~or ~~year ended September 30, 2020, pursuant to~~ the ~~note~~Company’s ~~and~~stocks ~~accrue~~trades ~~interest~~ at ~~the~~a ~~default~~price ~~interest~~less ~~rate~~than ~~upon~~$0.02 ~~default~~per share. During the year ended September 30, ~~2021~~2020, the Company issued an aggregate of ~~835~~5,~~656~~665,~~596~~900 shares of common stock to the note holder upon the conversion of accrued interest of $~~148~~5,~~220~~126 and conversion fees of ~~principal~~$1,000. ~~amount~~This note is currently in default pursuant to the note terms and ~~accrued~~accrues interest ofat the default interest rate, and during the year ended September 30, 2020, $6143,~~513~~487 of default penalty was added to the principal balance. As of September 30, ~~2021~~2022 and ~~2020~~2021, the principal balance of this note was $~~126~~121,~~780 and $275,000, respectively~~518.

On ~~November~~September 625, ~~2018~~2017, the Company issued ~~a 10~~12% Convertible Promissory ~~Note~~Notes ~~with a certain note holder~~ for principal borrowings of up to $~~120~~110,000. The note is unsecured, bears an interest rate of 1012% per annum (24% default rate) and matured onin ~~November~~June ~~6, 2019~~2018. The note holder ~~shall~~had ~~have~~ the right to convert beginning on the date which is ~~180 days following~~ the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60the lower of (1) 50% of the ~~lowest~~volume ~~trading~~weighted average price of the Company’s common stock during the 18last ~~prior~~20 trading days ~~immediately~~prior ~~preceding~~to ~~including~~ the ~~day~~date of ~~the~~ conversion ~~date.~~or ~~During~~(2) ~~the~~50% ~~first~~of 60the tolowest ~~180~~closing ~~days~~price ~~following~~during the ~~date~~last of20 ~~the~~trading ~~note,~~days ~~the~~immediately ~~Company~~preceding ~~has~~ the ~~right~~conversion todate. ~~prepay~~The ~~the~~Company ~~principal~~paid ~~and~~original ~~accrued~~issue ~~but~~discount ~~unpaid~~and ~~interest~~related ~~due~~loan ~~under~~fees ~~the~~of ~~note~~$11,000 ~~together~~in connection with ~~any~~this ~~other~~note ~~amounts~~payable ~~that~~which ~~the~~was ~~Company~~amortized ~~may~~over ~~owe~~ the ~~holder~~term ~~under the terms~~ of the note,. atIn aApril ~~premium~~2018, ~~ranging~~the ~~from~~Company ~~100%~~entered tointo ~~136%~~an asamendment ~~defined~~agreement inwith ~~the~~this note ~~agreement.~~holder ~~After~~for ~~this~~the ~~initial~~forbearance ~~180-day~~from ~~period,~~converting the ~~Company~~notes ~~does~~into ~~not~~shares ~~have~~of acommon ~~right~~stock toof ~~prepay~~ the ~~note. The~~ Company ~~paid~~until ~~original~~October ~~issue~~1, ~~discount~~2018, ~~and~~unless ~~related~~an ~~loan~~event ~~fees~~ of ~~$2,000~~default inas ~~connection~~defined ~~with~~in ~~this~~the note ~~payable~~agreements ~~which~~occurs ~~will~~or bethe ~~amortized~~Company’s ~~over~~stocks ~~the~~trades ~~term~~at ofa ~~the~~price ~~note~~less than $0.02 per share. This note is currently in default ~~for non-payment~~ and $1280,~~000~~248 of default penalty was added to the principal balance during the year ended September 30, 2020, pursuant to the note and ~~accrue~~this note accrues interest at the default interest rate ~~upon default~~. As of September 30, ~~2021~~2022 and ~~2020~~2021, the principal balance of this note was $~~132~~190,~~000~~248.

On ~~November~~March 2326, 2018, the Company issued a 10% Convertible Promissory Note ~~with~~for aprincipal ~~certain~~borrowings ~~note~~of ~~holder~~up to $80,000 and on January 22, 2019, the Company issued another 10% Convertible Promissory Note for principal borrowings of up to $~~140~~80,000. ~~The~~(collectively ~~note~~as ~~was~~“Notes”). ~~unsecured,~~The ~~bears~~Notes bore an interest rate of 10% per annum (24% default rate) and matured onone ~~November~~year ~~23,~~from ~~2019~~the date of issuance and. The note holder ~~shall~~had ~~have~~ the right to convert beginning on the ~~date which was 180 days following the~~ issuance date, the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price ~~equal~~ to a price which is 6052% of the lowest trading price of the Company’s common stock during the 18 prior trading days ~~immediately preceding~~ including the day of the conversion date. ~~During~~These ~~the~~Notes ~~first~~may 60not tobe ~~180~~prepaid. ~~days~~The ~~following~~Company ~~the~~paid ~~date~~total oforiginal ~~these~~issue ~~notes,~~discount ~~the~~and ~~Company~~related ~~had~~loan ~~the~~fees ~~right~~of to$20,000 ~~prepay~~in ~~the~~connection ~~principal~~with ~~and~~these ~~accrued~~Notes ~~but~~and ~~unpaid~~amortized ~~interest~~over ~~due under~~ the ~~note,~~term ~~together~~of ~~with~~the ~~any~~Notes. ~~other~~On ~~amounts~~September ~~that~~8, 2019, the Company ~~may~~paid ~~owe~~off ~~the~~a ~~holder~~total ~~under~~principal ~~the~~amount ~~terms~~ of ~~the note~~$80,000 atincluding aaccrued ~~premium~~interest ~~ranging~~of ~~from~~$4,664 ~~100%~~and toprepayment ~~136%~~penalty asof ~~defined in the note agreement~~$15,336. ~~After~~During ~~this~~year ~~initial~~ended ~~180-day~~September ~~period~~30, 2020, the Company ~~had~~issued noan ~~right~~aggregate toof ~~prepay~~817,526,314 ~~the~~shares ~~note.~~of ~~The~~common ~~Company~~stock ~~paid~~to ~~original~~the ~~issue~~note ~~discount~~holder ~~and~~upon ~~related~~the ~~loan~~conversion ~~fees~~ of $458,~~000~~100 inof ~~connection~~principal ~~with~~amount ~~this~~and ~~note~~accrued ~~payable~~interest ~~which was amortized over the term~~ of ~~the note~~$6,409. This note isdefaulted ~~currently in default~~ for non-payment and $145,~~000~~875 of default penalty was added to the principal balance during the year ended September 30, 2020, pursuant to the note and ~~accrue~~accrued interest at the default interest rate upon default. During the year ended September 30, 2021, the Company issued an aggregate of 87,787,912 shares of common stock to the note holder upon the conversion of $21,900 of principal balance and accrued interest of $10,055. On October 18, 2021, the Note was amended whereby the lender extended the maturity date to April 18, 2022 and waived all the default penalty and accrued default interest incurred. The Note amendment was accounted for in accordance with ASC 470-60, Debt - Troubled Debt Restructurings by Debtors, and on October 18, 2021, the Company recognized a gain on debt modification on the accompanying consolidated statement of operations (see below). As of September 30, ~~2021~~2022 and ~~2020~~2021, the principal balance of this note was $~~154~~0 and $5,~~000~~875, respectively.

On ~~November~~October 2731, 2018, the Company issued a 1210% Convertible Promissory Note with a certain note holder for principal borrowings of up to $250,000. The note iswas unsecured, ~~bears~~bore an interest rate of 1210% per annum (24% default rate) and matured on ~~May~~October 2731, 2019. The note holder ~~shall~~had ~~have~~ the right to convert beginning on the date which ~~was~~is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 6055% of the lowest trading price during the 1815 prior trading days immediately preceding including the day of the conversion date. ~~During~~The ~~the~~Company ~~first~~paid 90original toissue ~~180~~discount ~~days~~and ~~following~~related ~~the~~loan ~~date~~fees of ~~these notes~~$16,000 ~~the~~in ~~Company~~connection ~~had~~with ~~the~~this ~~right~~note topayable ~~prepay~~which ~~the~~was ~~principal~~amortized ~~and~~over ~~accrued~~the ~~but~~term ~~unpaid~~of ~~interest~~the ~~due~~note. ~~under~~This ~~these~~note ~~notes,~~defaulted ~~together~~for ~~with~~non-payment ~~any~~and ~~other~~$25,000 ~~amounts~~of ~~that~~default ~~the~~penalty ~~Company~~was ~~may~~added ~~owe~~to the ~~holder~~principal ~~under~~balance during the ~~terms~~year ofended ~~these~~September ~~notes~~30, at2020, apursuant ~~premium~~to ~~ranging~~the ~~from~~note ~~125%~~and toaccrued ~~140%~~interest asat ~~defined~~the indefault ~~the~~interest ~~note~~rate ~~agreement~~upon default. ~~After~~During ~~this~~the ~~initial~~year ~~180-day~~ended ~~period~~September 30, 2021, the Company ~~had~~issued noan ~~right~~aggregate toof ~~prepay~~835,656,596 ~~the~~shares ~~note.~~of ~~The~~common ~~Company~~stock ~~paid~~to ~~original~~the ~~issue~~note ~~discount~~holder ~~and~~upon ~~related~~the ~~loan~~conversion ~~fees~~ of $20148,~~750~~220 inof ~~connection~~principal ~~with~~balance ~~this~~and ~~note~~accrued ~~payable~~interest ~~which~~of ~~was~~$61,513. ~~amortized~~As ~~over~~of ~~the~~September ~~term~~30, of2021, the note. ~~During~~had ~~the~~principal ~~year~~balance ~~ended~~of ~~September~~$126,780. 30On October 18, ~~2020~~2021, the ~~Company~~Note ~~issued~~was anamended ~~aggregate~~whereby ofthe ~~635,470,205~~lender ~~common~~extended ~~stock~~the tomaturity ~~the~~date ~~note~~to ~~holder~~April ~~upon~~18, ~~the~~2022 ~~conversion~~and ofwaived ~~$34,738~~all ofthe ~~principal~~default ~~amount,~~penalty and accrued default interest ofincurred. ~~$1,511~~The ~~and~~Note ~~fees~~amendment ofwas $9accounted for in accordance with ASC 470-60,~~500.~~ ~~During~~Debt ~~the~~- ~~year~~Troubled ~~ended~~Debt ~~September~~Restructurings 30by, and on October 18, 2021, the Company ~~issued~~recognized ana ~~aggregate~~gain ofon ~~493,005,626~~debt ~~common~~modification ~~stock~~on to the ~~note~~accompanying ~~holder~~consolidated ~~upon~~statement ~~the~~of ~~conversion~~operations of(see ~~accrued~~below). ~~interest~~On ofFebruary ~~$33~~18,~~142~~ 2022, the Company and ~~fees~~the oflender ~~$2,000.~~entered ~~This~~into a second note isamendment ~~currently~~agreement into ~~default~~further ~~for~~extend ~~non-payment~~the ~~and~~Note’s ~~$115,294~~maturity ofdate ~~default~~from ~~penalty~~April ~~was~~18, ~~added~~2022 to ~~the~~December ~~principal~~31, ~~balance~~2022. ~~during~~During the year ended September 30, ~~2020~~2022, ~~pursuant~~the Company issued an aggregate of 1,009,871,832 shares of common stock to the note ~~and~~holder ~~accrue~~upon ~~interest~~the atconversion ~~the~~of ~~default~~$101,780 of principal, accrued interest ~~rate~~of ~~upon~~$32,522 ~~default~~and conversion fee of $2,800. As of September 30, ~~2021 and 2020~~2022, the ~~principal~~note ~~balance~~was offully ~~this~~converted ~~note~~and ~~was~~had ~~$330,556~~no outstanding balance.

On December 13, 2018, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $150,000. The note is unsecured, bears an interest rate of 10% per annum and matured on December 13, 2019. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 134% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note. The Company paid original issue discount and related loan fees of $6,000 in connection with this note payable which will be amortized over the term of the note. This note is currently in default for non-payment and $15,000 of default penalty was added to the principal balance during the year ended September 30, 2020, pursuant to the note and accrue interest at the default interest rate upon default. As of September 30, 2021 and 2020, the principal balance of this note was $165,000.

F-15

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2021 AND 2020~~2022

On ~~December~~November 286, 2018, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $~~240~~120,000. The note iswas unsecured, ~~bears~~bore an interest rate of 10% per annum (24% default rate) and matured on ~~December~~November 286, 2019. The note holder ~~shall~~had ~~have~~ the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. ~~During~~The ~~the~~Company ~~first~~paid 60original toissue ~~180~~discount ~~days~~and ~~following~~related ~~the~~loan ~~date~~fees of ~~the note~~$2,000 ~~the~~in ~~Company~~connection ~~has~~with ~~the~~this ~~right~~note topayable ~~prepay~~which was amortized over the ~~principal~~term ~~and~~of ~~accrued~~the ~~but~~note. ~~unpaid~~This ~~interest~~note ~~due~~defaulted ~~under~~for ~~the~~non-payment ~~note~~and $12,000 ~~together~~of ~~with~~default ~~any~~penalty ~~other~~was ~~amounts~~added ~~that~~to the ~~Company~~principal ~~may~~balance ~~owe~~during the ~~holder~~year ~~under~~ended ~~the~~September ~~terms~~30, of2020, pursuant to the note, and accrued interest at athe ~~premium~~default ~~ranging~~interest ~~from~~rate ~~110%~~upon todefault. ~~134%~~On asOctober ~~defined~~18, in2021, the ~~note~~Note ~~agreement.~~was ~~After~~amended ~~this~~whereby ~~initial~~the ~~180-day~~lender ~~period,~~extended the ~~Company~~maturity ~~does~~date ~~not~~to ~~have~~April a18, ~~right~~2022 toand ~~prepay~~waived all the ~~note~~default penalty and accrued default interest incurred. The ~~Company~~Note ~~paid~~amendment ~~original~~was ~~issue~~accounted ~~discount~~for ~~and~~in ~~related~~accordance ~~loan~~with ~~fees~~ASC of470-60, ~~$11~~Debt - Troubled Debt Restructurings by Debtors,~~000~~ inand ~~connection~~on ~~with~~October ~~this~~18, ~~note~~2021, ~~payable~~the ~~which~~Company ~~will~~recognized bea ~~amortized~~gain ~~over~~on debt modification on the ~~term~~accompanying consolidated statement of ~~the~~operations ~~note~~(see below). ~~This~~On ~~note~~February is18, ~~currently~~2022, inthe ~~default~~Company ~~for~~and ~~non-payment~~the ~~and~~lender ~~$24,000~~entered ofinto ~~default~~a ~~penalty~~second ~~was~~note ~~added~~amendment agreement extending to further extend the ~~principal~~Note’s ~~balance~~maturity ~~during~~date from April 18, 2022 to December 31, 2022. During the year ended September 30, ~~2020~~2022, ~~pursuant~~the Company issued an aggregate of 918,587,164 shares of common stock to the note ~~and~~holder ~~accrue~~upon ~~interest~~the atconversion ~~the~~of ~~default~~$120,000 of principal balance, accrued interest ~~rate~~of ~~upon~~$37,918 ~~default~~and conversion fee of $2,100. As of September 30, 2021 ~~and 2020~~, the principal balance of this note was $~~264~~132,000. As of September 30, 2022, the note was fully converted and had no outstanding balance.

On ~~January~~November 923, ~~2019~~2018, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $~~163~~140,000. The note iswas unsecured, bears an interest rate of 10% per annum and matured on ~~January~~November 923, ~~2020~~2019. The note holder shall have the right to convert beginning on the date which iswas 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of ~~the~~these ~~note~~notes, the Company ~~has~~had the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from ~~110~~100% to ~~134~~136% as defined in the note agreement. After this initial 180-day period, the Company ~~does~~had ~~not~~no ~~have a~~ right to prepay the note. The Company paid original issue discount and related loan fees of $84,000 in connection with this note payable which ~~will~~was be amortized over the term of the note. This note iscame ~~currently~~into in default for non-payment and $1614,~~300~~000 of default penalty was added to the principal balance during the ~~during the~~ year ended September 30, 2020, pursuant to the note and accrue interest at the default interest rate upon default On October 18, 2021, the Note was amended whereby the lender extended the maturity date to April 18, 2022 and waived all the default penalty and accrued default interest incurred. The Note amendment was accounted for in accordance with ASC 470-60, Debt - Troubled Debt Restructurings by Debtors, and on October 18, 2021, the Company recognized a gain on debt modification on the accompanying consolidated statement of operations (see below). On February 18, 2022, the Company and the lender entered into a second note amendment agreement to further extend the Note’s maturity date from April 18, 2022 to December 31, 2022. During the year ended September 30, 2022, the Company issued an aggregate of 197,141,500 shares of common stock to the note holder upon the conversion of $8,500 of principal balance, accrued interest of $2,978 and conversion fee of $350. As of September 30, ~~2021~~2022 and ~~2020~~2021, the principal balance of this note was $~~179~~131,~~300~~500 and $154,000, respectively.

On ~~February~~November 127, ~~2019~~2018, the Company issued a 1012% Convertible Promissory Note with a certain note holder for ~~aggregate~~ principal borrowings of up to $90250,000. ~~Additionally, on February 1, 2019, the Company issued another 10% Convertible Promissory Notes for principal borrowings of up to $90,000.~~ The ~~10% convertible promissory notes and all accrued interest are due one year from the date of issuance. The~~ note ~~are~~is unsecured, ~~and~~ bears an interest ~~at the~~ rate of 1012% per annum ~~(24%~~and ~~default~~matured ~~rate)~~on ~~from~~May ~~the~~27, ~~issuance date thereof until the notes are paid~~2019. The note holder shall have the right to convert beginning on the date which iswas 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 5460% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. The Company ~~does~~paid ~~not~~original ~~have~~issue adiscount ~~right~~and torelated ~~prepay~~loan ~~the~~fees ~~note. Any amount~~ of ~~principal~~$20,750 orin ~~interest~~connection onwith this note payable which iswas ~~not~~amortized ~~paid~~over ~~when~~the ~~due~~term ~~shall~~of ~~bear~~the ~~interest~~note. atDuring the ~~rate~~year ofended ~~18%~~September ~~per~~30, ~~annum~~2020, ~~from~~ the ~~due~~Company ~~date~~issued ~~thereof~~an ~~until~~aggregate of 635,470,205 common stock to the ~~same~~note isholder ~~paid.~~upon ~~The~~the ~~Company~~conversion ~~paid~~of ~~total~~$34,738 ~~original~~of ~~issue~~principal ~~discount~~amount, ~~and~~accrued ~~related~~interest ~~loan~~of $1,511 and fees of $149,~~000~~500. inDuring ~~connection~~the ~~with~~year ~~these~~ended ~~notes~~September ~~payable~~30, ~~which~~2021, ~~will~~the beCompany ~~amortized~~issued ~~over~~an aggregate of 493,005,626 common stock to the ~~term~~note ofholder upon the ~~notes.~~conversion ~~This~~of ~~note~~accrued isinterest ~~currently~~of in$33,142 ~~default~~and fees of $2,000. This note defaulted for non-payment and $9115,~~000~~294 of default penalty was added to the principal balance during the year ended September 30, 2020, pursuant to the note and ~~accrue~~accrues interest at the default interest rate upon default. During the year ended September 30, 2021, the Company issued an aggregate of 319,673,835 shares of common stock to the note holder upon the conversion of principal amount of $90,000, and accrued interest of $30,837. As of September 30, ~~2021~~2022 and ~~2020~~2021, the principal balance of this note was $9330,~~000 and $99,000, respectively~~556.

On February 8, 2019, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $110,000. The note is unsecured, bears an interest rate of 10% per annum and matured on February 8, 2020. The note is unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 134% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note. The Company paid original issue discount and related loan fees of $4,000 in connection with this note payable which will be amortized over the term of the note. This note is currently in default for non-payment and $11,000 of default penalty was added to the principal balance during the during the year ended September 30, 2020, pursuant to the note and accrue interest at the default interest rate upon default. As of September 30, 2021 and 2020, the principal balance of this note was $121,000 and $110,000, respectively.

F-16

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2021 AND 2020~~2022

On ~~March~~December 1513, ~~2019~~2018, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $~~350~~150,000. The note is unsecured, bears an interest rate of 10% per annum and matured on ~~March~~December 1513, ~~2020~~2019. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 9060 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to ~~128~~134% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note. The Company paid original issue discount and related loan fees of $156,000 in connection with this note payable which will be amortized over the term of the note. This note iscame ~~currently~~into in default for non-payment and $3515,000 of default penalty was added to the principal balance during the ~~during the~~ year ended September 30, 2020, pursuant to the note and accrue interest at the default interest rate upon default. On October 18, 2021, the Note was amended whereby the lender extended the maturity date to April 18, 2022 and waived all the default penalty and accrued default interest incurred. The Note amendment was accounted for in accordance with ASC 470-60, Debt - Troubled Debt Restructurings by Debtors, and on October 18, 2021, the Company recognized a gain on debt modification on the accompanying consolidated statement of operations (see below). On February 18, 2022, the Company and the lender entered into a second note amendment agreement to further extend the Note’s maturity date from April 18, 2022 to December 31, 2022. During the year ended September 30, 2022, the Company issued an aggregate of 878,344,665 shares of common stock to the note holder upon the conversion of $37,500 of principal balance, accrued interest of $13,451 and conversion fee of $1,750. As of September 30, ~~2021~~2022 and ~~2020~~2021, the principal balance of this note was $~~385~~112,~~000~~500 and $~~350~~165,000, respectively.

On ~~April~~December 828, ~~2019~~2018, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $54240,000 ~~and received proceeds of $50,000, net of discount~~. The note is unsecured, bears an interest rate of 10% per annum (24% default rate) and matured on ~~April~~December 828, ~~2020~~2019. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. ~~During~~The ~~the~~Company ~~first~~paid 90original toissue ~~180~~discount ~~days~~and ~~following~~related ~~the~~loan ~~date~~fees of ~~the note~~$11,000 ~~the~~in ~~Company~~connection ~~has~~with ~~the~~this ~~right~~note topayable ~~prepay~~which was amortized over the ~~principal~~term ~~and~~of ~~accrued~~the ~~but~~note. ~~unpaid~~This ~~interest~~note ~~due~~defaulted ~~under~~for ~~the~~non-payment ~~note~~and $24,000 ~~together~~of ~~with~~default ~~any~~penalty ~~other~~was ~~amounts~~added ~~that~~to the ~~Company~~principal ~~may~~balance ~~owe~~during the ~~holder~~year ~~under~~ended ~~the~~September ~~terms~~30, of2020, pursuant to the note, and accrues interest at athe ~~premium~~default ~~ranging~~interest ~~from~~rate ~~110%~~upon todefault. ~~128%~~On asOctober ~~defined~~18, in2021, the ~~note~~Note ~~agreement.~~was ~~After~~amended ~~this~~whereby ~~initial~~the ~~180-day~~lender ~~period,~~extended the ~~Company~~maturity ~~does~~date ~~not~~to ~~have~~April a18, ~~right~~2022 toand ~~prepay~~waived all the ~~note.~~default ~~The~~penalty ~~Company~~and ~~paid~~accrued andefault ~~original~~interest ~~issuance~~incurred. ~~discount~~The ofNote ~~$4,000~~amendment was accounted for in ~~connection~~accordance with ~~this~~ASC ~~note~~470-60, ~~payable~~Debt ~~which~~- ~~will~~Troubled beDebt ~~amortized~~Restructurings ~~over~~by ~~the~~Debtors, ~~term~~and ofon October 18, 2021, the ~~note.~~Company ~~This~~recognized ~~note~~a isgain ~~currently~~on indebt ~~default~~modification ~~for~~on ~~non-payment~~the ~~and~~accompanying ~~$5,400~~consolidated statement of ~~default~~operations ~~penalty~~(see ~~was~~below). ~~added~~On toFebruary ~~the~~18, ~~principal~~2022, ~~balance~~the ~~during~~Company and the ~~year~~lender ~~ended~~entered ~~September~~into ~~30,~~a ~~2020,~~second ~~pursuant~~note amendment agreement to further extend the ~~note~~Note’s ~~and~~maturity ~~accrue~~date ~~interest~~from atApril ~~the~~18, ~~default~~2022 ~~interest~~to ~~rate~~December ~~upon~~31, ~~default~~2022. As of September 30, ~~2021~~2022 and ~~2020~~2021, the principal balance of this note was $59240,~~400~~000 and $264,000, respectively.

On ~~April~~January 119, 2019, the Company issued a 1210% Convertible Promissory Note with a certain note holder for principal borrowings of up to $78163,000 ~~and received proceeds of $75,000, net of discount~~. The note is unsecured, bears an interest rate of 1210% per annum and matured on ~~February~~January 289, 2020. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 5860% of the ~~average of the~~ lowest 2 trading ~~prices~~price ~~of the Company’s common stock~~ during the 1018 prior trading days immediately preceding including the day of the conversion date. ~~During~~The ~~the~~Company ~~first~~paid 30original toissue ~~180~~discount ~~days~~and ~~following~~related ~~the~~loan ~~date~~fees of ~~the note~~$8,000 ~~the~~in ~~Company~~connection ~~has~~with ~~the~~this ~~right~~note topayable ~~prepay~~which was amortized over the ~~principal~~term ~~and~~of ~~accrued~~the ~~but~~note. ~~unpaid~~This ~~interest~~note ~~due~~defaulted ~~under~~for ~~the~~non-payment ~~note~~and $16,300 ~~together~~of ~~with~~default ~~any~~penalty ~~other~~was ~~amounts~~added ~~that~~to the ~~Company~~principal ~~may~~balance ~~owe~~during the ~~holder~~during ~~under~~ the ~~terms~~year ofended September 30, 2020, pursuant to the note, and accrue interest at athe ~~premium~~default ~~ranging~~interest ~~from~~rate ~~115%~~upon todefault. ~~140%~~On asOctober ~~defined~~18, in2021, the ~~note~~Note ~~agreement.~~was ~~After~~amended ~~this~~whereby ~~initial~~the ~~180-day~~lender ~~period,~~extended the ~~Company~~maturity ~~does~~date ~~not~~to ~~have~~April a18, ~~right~~2022 toand ~~prepay~~waived all the ~~note~~default penalty and accrued default interest incurred. The ~~Company~~Note ~~paid~~amendment anwas ~~original~~accounted ~~issue~~for ~~discount~~in ~~and~~accordance ~~related~~with ~~loan~~ASC ~~fees~~470-60, ofDebt $3- Troubled Debt Restructurings by Debtors,~~000~~ inand ~~connection~~on ~~with~~October ~~this~~18, ~~note~~2021, ~~payable~~the ~~which~~Company isrecognized ~~being~~a ~~amortized~~gain ~~over~~on ~~the~~debt ~~term~~modification ofon the ~~note.~~accompanying ~~During~~consolidated ~~the~~statement ~~year~~of ~~ended~~operations ~~September~~(see 30below). On February 18, ~~2020~~2022, the Company ~~issued~~and anthe ~~aggregate~~lender ofentered ~~107,599,614~~into ~~common~~a ~~stock~~second tonote ~~the~~amendment ~~note~~agreement ~~holder~~to ~~upon~~further extend the ~~conversion~~Note’s ofmaturity ~~$78,000~~date offrom ~~principal~~April ~~amount~~18, ~~and~~2022 ~~accrued~~to ~~interest~~December ~~of $4~~31,~~680~~ 2022. As of September 30, ~~2020~~2022 and 2021, the principal balance of this note was $0163,000 and $179,300, respectively.

On ~~May~~February 91, 2019, the Company issued a 1210% Convertible Promissory Note with a certain note holder for aggregate principal borrowings of up to $~~100~~90,000. ~~and~~Additionally, ~~received~~on ~~proceeds~~February 1, 2019, the Company issued another 10% Convertible Promissory Notes for principal borrowings of up to $9390,000,. ~~net~~The 10% convertible promissory notes and all accrued interest were due one year from the date of ~~discount~~issuance. The note isare unsecured, and bears an interest at the rate of 1210% per annum (1824% default rate) ~~and~~from ~~matured~~the onissuance ~~May~~date 9,thereof ~~2020~~until the notes are paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 5554% toof the lowest trading price during the ~~previous~~18 20prior trading days immediately preceding including the day of the conversion date. ~~subject~~The toCompany ~~adjustment~~does ~~for~~not ~~stock~~have ~~splits,~~a ~~stock dividends,~~ right ~~offering,~~to ~~combinations,~~prepay ~~recapitalization,~~the ~~reclassification,~~note. ~~extraordinary~~Any ~~distributions~~amount ~~and~~of ~~similar~~principal ~~events.~~or ~~During~~interest ~~the~~on ~~first~~this 60note towhich ~~120~~is ~~days~~not ~~following~~paid ~~the~~when ~~date~~due ofshall ~~the~~bear ~~note,~~interest at the ~~Company~~rate ~~has~~of ~~the~~18% ~~right~~per toannum ~~prepay~~from the ~~principal~~due ~~and~~date ~~accrued~~thereof ~~but~~until ~~unpaid interest due under~~ the ~~note,~~same ~~together~~is ~~with~~paid. ~~any~~The ~~other~~Company ~~amounts~~paid ~~that~~total ~~the~~original ~~Company~~issue ~~may~~discount ~~owe~~and ~~the~~related ~~holder~~loan ~~under~~fees ~~the terms~~ of ~~the note~~$14,000 atin aconnection ~~premium~~with ~~ranging~~these ~~from~~notes ~~130%~~payable towhich ~~145%~~was asamortized ~~defined~~over in the ~~note~~term ~~agreement~~of the notes. ~~After~~This ~~this~~note ~~initial~~defaulted ~~120~~for non-~~day~~payment ~~period~~and $9,000 ~~the~~of ~~Company~~default ~~does~~penalty ~~not~~was ~~have~~added ~~a right~~ to ~~prepay~~ the ~~note.~~principal ~~The~~balance ~~Company~~during ~~paid~~the ~~original~~year ~~issue~~ended ~~discount~~September ~~and~~30, ~~related loan fees of $7~~2020,~~000~~ inpursuant ~~connection~~to ~~with~~the ~~this~~ note ~~payable~~and ~~which~~accrues isinterest ~~being~~at ~~amortized over~~ the ~~term~~default ofinterest ~~the~~rate ~~note~~upon default. During the year ended September 30, ~~2020~~2021, the Company issued an aggregate of ~~166~~319,~~415~~673,~~235~~835 shares of common stock to the note holder upon the conversion of ~~$31,659 of~~ principal amount. ~~This~~of ~~note~~$90,000, isand ~~currently~~accrued ininterest ~~default~~of ~~for non-payment~~$30,837. On ~~January~~October 818, 2021, the ~~Company~~Note ~~and~~was ~~lender~~amended ~~(collectively~~whereby ~~as “Parties”) entered into a Debt Settlement Agreement (“Settlement Agreement”) to settle~~ the ~~outstanding~~lender ~~balance~~extended of the ~~note.~~maturity ~~Pursuant~~date to ~~the~~April ~~Settlement Agreement~~18, ~~the~~2022 ~~Parties~~and ~~settled~~waived all the ~~outstanding~~default ~~principal~~penalty ~~amount of $68,341~~ and accrued default interest ~~payable~~incurred. ofThe ~~$18,604,~~Note ~~for~~amendment awas ~~total~~accounted ~~outstanding~~for ~~balance~~in ofaccordance ~~$86,945~~with ~~which~~ASC ~~was settled for $68~~470-60,~~341,~~ ~~after~~Debt ~~which~~- ~~the~~Troubled ~~note~~Debt ~~was~~Restructurings ~~retired~~by ~~and extinguished~~Debtors, and ~~the~~on ~~Company~~October ~~released~~18, ~~from~~2021, ~~any and all claims relating to~~ the ~~note. The~~ Company ~~recorded~~recognized a gain on ~~extinguishment of~~ debt ofmodification ~~$18,604~~on ~~during~~ the ~~year~~accompanying ~~ended~~consolidated ~~September~~statement ~~30,~~of ~~2021,~~operations in(see ~~connection with the settlement~~below). As of September 30, ~~2021~~2022 and ~~2020~~2021, the principal balance of this note was $0 and $689,~~341~~000, respectively.

F-17

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2021 AND 2020~~2022

On ~~May~~February 208, 2019, the Company issued a 1210% Convertible Promissory Note with a certain note holder for principal borrowings of up to $73110,000. ~~and~~The ~~received~~note ~~proceeds~~is ~~of $70~~unsecured,~~000,~~ ~~net~~bears an interest rate of ~~discount~~10% per annum and matured on February 8, 2020. The note is unsecured, and bears an interest at the rate of 1210% per annum ~~(22%~~from ~~default~~the ~~rate)~~issuance ~~and~~date ~~matured~~thereof onuntil ~~March~~the ~~15,~~note ~~2020~~is paid. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 5860% of the ~~average of the~~ lowest 2 trading ~~prices~~price ~~of the Company’s common stock~~ during the 1018 prior trading days immediately preceding including the day of the conversion date. During the first 3060 to 180 days following the date of ~~this~~the note, the Company ~~has~~had the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from ~~115~~110% to ~~140~~134% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note. The Company paid original issue discount and related loan fees of $34,000 in connection with this note payable which iswas ~~being~~ amortized over the term of the note. ~~During the year ended September 30, 2020, the Company issued an aggregate of 379,522,399 common stock to the note holder upon the conversion of $43,700 of principal amount.~~ This note isdefaulted ~~currently in default~~ for non-payment and $2411,~~600~~000 of default penalty was added to the principal balance during the during the year ended September 30, 2020, pursuant to the note and ~~accrue~~accrues interest at the default interest rate upon default. On ~~February~~October 418, 2021, the ~~Company~~Note ~~and~~was ~~lender~~amended ~~(collectively~~whereby asthe ~~“Parties”)~~lender ~~entered~~extended ~~into~~the amaturity ~~Debt~~date ~~Settlement~~to ~~Agreement~~April ~~(“Settlement~~18, ~~Agreement”)~~2022 toand ~~settle~~waived all the ~~outstanding~~default ~~balance~~penalty ofand ~~the~~accrued ~~note~~default interest incurred. The ~~note~~Note ~~had~~amendment anwas ~~outstanding~~accounted ~~principal~~for ofin ~~$53,900~~accordance ~~and~~with ~~accrued~~ASC ~~interest~~470-60, ofDebt ~~$18,097~~- ~~which~~Troubled ~~was~~Debt ~~settled~~Restructurings ~~for~~by ~~$53~~Debtors,~~900,~~ ~~after~~and ~~which~~on October 18, 2021, the ~~note~~Company ~~was~~recognized bea ~~retired~~gain ~~and~~on ~~extinguished,~~debt ~~and~~modification on the ~~Company~~accompanying ~~released~~consolidated ~~from~~statement ~~any~~of ~~and~~operations ~~all~~(see ~~claims~~below). ~~relating~~On toFebruary ~~the~~18, ~~Notes.~~2022, ~~The~~the Company ~~recorded~~and athe ~~gain~~lender onentered ~~extinguishment~~into ofa ~~debt~~second ofnote ~~$18,097~~amendment ~~during~~agreement to further extend the ~~year~~Note’s ~~ended~~maturity ~~September~~date ~~30,~~from ~~2021~~April 18, in2022 ~~connection~~to ~~with~~December ~~the~~31, ~~settlement~~2022. As of September 30, ~~2021~~2022 and ~~2020~~2021, the principal balance of this note was $0110,000 and $53121,~~900~~000, respectively.

On ~~May~~March 2215, 2019, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $~~108~~350,000 ~~and received proceeds of $100,000, net of discount~~. The note is unsecured, bears an interest rate of 10% per annum and matured on ~~May~~March 2215, 2020. The note holder shall have the right to convert beginning on the date which is 180 days following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date. During the first 90 to 180 days following the date of ~~this~~the note, the Company ~~has~~had the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 128% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the note. The Company paid original ~~issuance~~issue discount and related loan fees of $815,000 in connection with this note payable which ~~will~~was be amortized over the term of the note. This note isdefaulted ~~currently in default~~ for non-payment and $1035,~~800~~000 of default penalty was added to the principal balance during the during the year ended September 30, 2020, pursuant to the note and ~~accrue~~accrues interest

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