0001286459false--09-30Q320230.0019000000080356658310.001100000000.001515151510250000284763701215180190248013150033055624000016300035000013750021700051000676508325045787468281612501165251165255500054000108000145000165000800021880060004000150000.60.610.664418275707The note was unsecured, bore an interest rate of 10% per annum (24% default rate) and matured on November 6, 2019The note is unsecured, bears an interest rate of 12% per annum and matured on May 27, 2019.The note is unsecured, bears an interest rate of 10% per annum and matured on December 13, 2019.The note is unsecured, bears an interest rate of 10% per annum (24% default rate) and matured on December 28, 2019.The note is unsecured, bears an interest rate of 10% per annum and matured on January 9, 2020.The note is unsecured, bears an interest rate of 10% per annum and matured on February 8, 2020.The note is unsecured, bears an interest rate of 10% per annum and matured on March 15, 2020.The note is unsecured, bears an interest rate of 10% per annum (24% default rate) and matured on June 12, 2020.The note is unsecured, bears an interest rate of 10% per annum (24% default rate) and matured on September 5, 2020.The note is unsecured, bears an interest rate of 12% per annum and matured on July 9, 2020.The 10% convertible promissory note and all accrued interest was due on May 3, 2022.The 10% convertible promissory note and all accrued interest was due on June 21, 2022The 10% convertible promissory note and all accrued interest was due on July 12, 2022The 10% convertible promissory note and all accrued interest was due on July 27, 2022The 10% convertible promissory note and all accrued interest was due on September 17, 2022The 10% convertible promissory note and all accrued interest was due on December 6, 2022.The 10% convertible promissory note and all accrued interest is due on December 23, 2022The 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 dateThe 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 agreementThe 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 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. This note defaulted for non-payment and $24,000 of default penalty was added to the principal balance during the year ended September 30, 2020The 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 Company paid original issue discount and related loan fees of $8,000 in connection with this note payable which was amortized over the term of the noteThe 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 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 does not have a right to prepay the noteThe 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 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 noteThe 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 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 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 noteThe 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 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 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 noteThe 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 noteThe 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 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 noteThe 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 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 an original issuance discount of $3,250 in connection with this note payable which was amortized over the term of the noteThe 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 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 noteThe 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 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 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 noteThe 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 dateThe 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 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 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2023

☐ 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.

(Exact Name of Registrant as Specified in Its Charter)

Utah		81-5006786
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)

236 Sarles Street Mt. Kisco, New York		10549
(Address of Principal Executive Offices)		(Zip Code)

914- 574-6174

(Registrant’s telephone number, including area code)

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 and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-3 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
(Do not check if 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 Exchange Act). Yes ☐ No ☒

Securities registered to Section 12(b) of the Act: None.

As of October 16, 2023, there were 9,252,858,994 of the registrant’s common stock issued and outstanding.

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

FORM 10-Q

JUNE 30, 2023

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements- Unaudited	3
	Consolidated Balance Sheets as of June 30, 2023 (unaudited) and September 30, 2022	3
	Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2023 and 2022 (unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended June 30, 2023 and 2022 (unaudited)	5
	Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2023 and 2022 (unaudited)	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signature		38

THE COMPANY’S MOST RECENT FINANCIAL STATEMENTS AND INFORMATION AS REPORTED WITHIN THIS FORM 10-Q FILING ARE NOT COMPLETE AND HAVE NOT BEEN REVIEWED BY THE COMPANY’S INDEPENDANT REGISTERED PUBLIC ACCOUNTING FIRM. THE COMPANY IS CURRENTLY UNDERGOING ITS REVIEW FOR THE PERIOD ENDED JUNE 30, 2023. THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION ONLY AND SHOULD NOT BE RELIED UPON FOR INVESTMENT OR ANY OTHER PURPOSE.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE FOLLOWING UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS REPORTED WITHIN THIS FORM 10-Q FILING ARE NOT COMPLETE AND HAVE NOT BEEN REVIEWED BY THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	June 30,			September 30,
	2023			2022
	(Unaudited)
ASSETS

Current assets:
Cash	$	1,779		$	98,612
Prepaid expenses		5,866			6,863

Total current assets		7,645			105,475

TOTAL ASSETS	$	7,645		$	105,475

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$	108,362		$	37,982
Accounts payable and accrued liabilities - related party		264,456			234,556
Accrued interest		2,154,087			1,695,398
Convertible notes payable, net of unamortized debt discounts		2,805,637			2,765,677
Notes payable, current portion, net of unamortized debt discounts		2,192,932			2,120,173
Notes payable - related party		200,000			200,000
Loans payable		483,500			483,500
Contract Liability		3,833			-
Due to related party		7,517			6,517
Derivative liabilities		7,711,794			8,149,517
Total current liabilities		15,932,118			15,693,320

Long-term liabilities:
Note payable		137,500			137,500
Total liabilities		16,069,618			15,830,820

Commitments and contingencies (see Note 8)

Stockholders' deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized
Series A Preferred stock ($0.001 Par Value; 51 shares designated; 51 shares issued and outstanding on June 30, 2023 and September 30, 2022		-			-
Common stock, $0.001, 90,000,000 shares authorized: 9,252,786,994 and 8,035,665,831 shares issued and outstanding as of June 30, 2023 and September 30, 2022, respectively		9,252,792			8,035,671
Additional paid-in capital		1,250,076			2,347,420
Accumulated deficit		(26,162,405	)		(25,708,263	)
Total All For One Media Corp. Stockholders' deficit		(15,659,537	)		(15,325,172	)

Non-controlling interest in subsidiaries		(402,436	)		(400,173	)

Total Stockholders' deficit		(16,061,973	)		(15,725,345	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	7,645		$	105,475

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

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

	For the Three Months Ended						For the Nine Months Ended
	June 30,						June 30,
	2023			2022			2023			2022

Revenues	$	2,561		$	3,244		$	7,010		$	6,727

Operating expenses:
Compensation expense		26,005			24,008			74,016			72,052
Professional and consulting expense		10,611			33,312			108,494			161,470
General and administrative expense		13,667			27,542			65,797			200,808

Total operating expense		50,283			84,862			248,307			434,330

Loss from operations		(47,722	)		(81,618	)		(241,297	)		(427,603	)

Other income (expense):
Initial derivative expense		-			(11,927	)		-			(135,670	)
Gain (loss) on change in fair value of derivative liabilities		176,991			4,419,462			410,653			7,047,656
Gain (loss) from extinguishment of debt, net		(4,505	)		596,079			(8,344	)		512,257
Gain on debt modification		-			-			-			764,999
Loss of equity method investee		-			(1,250	)		-			(1,250	)
Loss on abandonment of acquisition		(50,000	)		-			(50,000	)		-
Interest expense		(165,436	)		(314,957	)		(567,417	)		(1,319,347	)

Total other income (expense), net		(42,950	)		4,687,407			(215,108	)		6,868,645

Net (loss) income		(90,672	)		4,605,789			(456,405	)		6,441,042

Loss attributable to non-controlling interest		-			(470	)		2,263			10,509

Net (loss) income attributable to All For One Media Corp.	$	(90,672	)	$	4,605,319		$	(454,142	)	$	6,451,551

NET (LOSS) INCOME PER COMMON SHARE OUTSTANDING
Basic	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
Diluted	$	(0.00	)	$	0.00		$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		9,085,084,212			6,426,477,794			8,660,801,885			5,371,285,175
Diluted		9,085,084,212			75,788,069,006			8,660,801,885			74,732,876,387

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2023 AND 2022
(Unaudited)

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

Balance, September 30, 2022		51	$	-		8,035,665,831	$	8,035,671	$	2,347,420		$	(25,708,263	)	$	(400,173	)	$	(15,725,345	)

Issuance of common stock for services		-		-		100,071,999		100,072		(85,066	)		-			-			15,006

Issuance of common stock in connection with conversion of principal amount and accrued interest on notes payable		-		-		360,125,499		360,127		(315,143	)		-			-			44,984

Net income for the period		-		-		-		-		-			758,467			(1,132	)		757,335

Balance, December 31, 2022		51		-		8,495,863,329		8,495,870		1,947,211			(24,949,796	)		(401,305	)		(14,908,020	)

Issuance of common stock for services		-		-		100,071,999		100,071		(91,734	)		-			-			8,337

Issuance of common stock in connection with conversion of principal amount and accrued interest on notes payable		-		-		284,667,833		284,667		(270,434	)		-			-			14,233

Net income for the period		-		-		-		-		-			(1,121,937	)		(1,131	)		(1,123,068	)

Balance, March 31, 2023		51		-		8,880,603,161		8,880,608		1,585,043			(26,071,733	)		(402,436	)		(16,008,518	)

Issuance of common stock for services		-		-		72,000		72		(66	)		-			-			6

Issuance of common stock in connection with conversion of principal amount and accrued interest on notes payable		-		-		372,111,833		372,112		(334,901	)		-			-			37,211

Net income for the period		-		-		-		-		-			(90,672)			-			(90,672)

Balance, June 30, 2023		51	$	-		9,252,786,994	$	9,252,792	$	1,250,076		$	(26,162,405)		$	(402,436)		$	(16,061,973)

Table of Contents

	Preferred Stock Series A $0.001 Par Value				Common Stock $0.001 Par Value				Additional Paid-in			Accumulated			Non-controlling			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Deficit
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		-		-		72,000		72		(66	)		-			-			6

Issuance of common stock in connection with conversion of principal amount and accrued interest on notes payable		-		-		664,718,848		664,719		(306,349	)		-			-			358,370

Net income for the period		-		-		-		-		-			5,343,417			(1,119	)		5,342,298

Balance, December 31, 2021		51		-		4,854,017,273		4,854,020		4,956,864			(22,225,496	)		(376,139	)		(12,790,751	)

Issuance of common stock for services		-		-		72,000		72		(68	)		-			-			4

Issuance of common stock for prepaid services		-		-		100,000,004		100,000		(93,334	)		-			-			6,666

Issuance of common stock in connection with conversion of principal amount and accrued interest on notes payable		-		-		880,851,058		880,851		(644,919	)		-			-			235,932

Net loss for the period		-		-		-		-		-			(3,497,185	)		(9,860	)		(3,507,045	)

Balance, March 31, 2022		51		-		5,834,940,335		5,834,943		4,218,543			(25,722,681	)		(385,999	)		(16,055,194	)

Issuance of common stock for services		-		-		72,000		72		(64	)		-			-			8

Amortization of common stock issued for prepaid services		-		-		-		-		13,334			-			-			13,334

Issuance of common stock to consultants		-		-		33,333,333		33,334		(30,000	)		-			-			3,334

Issuance of common stock in connection with conversion of principal amount and accrued interest on notes payable		-		-		1,526,608,832		1,526,609		(1,316,548	)		-			-			210,061

Net income for the period		-		-		-		-		-			4,605,319			470			4,605,789

Balance, June 30, 2022		51	$	-		7,394,954,500	$	7,394,958	$	2,885,265		$	(21,117,362	)	$	(385,529	)	$	(11,222,668	)

See accompanying notes to unaudited consolidated financial statements.

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

	For the Nine Months Ended
	June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(456,405	)	$	6,441,042
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Amortization of debt discounts		89,719			801,211
Stock-based compensation		16			61
Stock-based professional fees from common stock issued to consultants		23,333			23,334
(Gain) loss on extinguishment of debt, net		8,344			(512,257	)
Gain on debt modification		-			(764,999	)
Initial derivative expense		-			135,670
Gain from change in fair value of derivative liabilities		(410,653	)		(7,047,656	)
Non-cash conversion fee		1,400			5,950
Loss of equity method investee		-			1,250
Changes in assets and liabilities:
Prepaid expenses and other current assets		50,997			5,996
Accounts payable and accrued liabilities		70,380			(1,352	)
Accounts payable and accrued liabilities - related party		29,900			500
Accrued interest		476,304			512,184
Contract liability		3,833			-
NET CASH USED IN OPERATING ACTIVITIES		(112,833	)		(399,066	)

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		1,000			50,000
Proceeds from loan payable		15,000			50,000
Proceeds from convertible notes payable, net of issuance cost		-			276,250
Repayments of loan payable		-			(50,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		16,000			326,250

NET DECREASE IN CASH		(96,833	)		(80,316	)

CASH - beginning of period		98,612			101,431

CASH - end of period	$	1,779		$	21,115

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

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Initial valuation of derivative liabilities included in debt discount	$	-		$	276,250
Issuance of common stock in connection with conversion of note payable and accrued interest	$	59,615		$	356,748
Fair value of common stock issued for prepaid services initially recorded as deferred compensation	$	-		$	20,000
Increase in prepaid expenses and other current assets and notes payable	$	50,000		$	-

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

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 June 30, 2023 and 2022, 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, 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.

On February 2, 2022, the Company and RA Production, Inc (“RA Production”) (collectively as “Parties”) entered into an Operating Agreement with Boss Music and Entertainment, LLC (“BME”), a Delaware limited liability company (see Note 8). Pursuant to the Operating Agreement, the Company has 50% interest in BME and was to contribute a total of $1,000,000 towards the BME capital account payable as follows: (i) $200,000 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 June 30, 2023, of the total $200,000 only $7,500 of capital contribution had been paid which was recorded as a loss on equity method investment during fiscal 2022. This project was abandoned and no additional contributions will be made to BME (see Note 8).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, which includes consolidated interim financial statements and present the consolidated interim financial statements of the Company and its wholly-owned subsidiaries as of June 30, 2023. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows have been made. Those adjustments consist of normal and recurring adjustments. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended September 30, 2022, and footnotes thereto included in the Company’s Report on Form 10-K filed with the SEC on December 29, 2022. The results of operations for the nine months ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

Cash

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. 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 June 30, 2023 and September 30, 2022, 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 $5,866 and $6,863 as of June 30, 2023 and September 30, 2022, respectively, consist primarily of costs paid for future services which will occur within a year and an advance for possible plan of merger (See Note 9 and 10). Prepaid expenses typically include prepayments in cash for consulting which are being amortized over the terms of their respective agreements.

Use of Estimates

In preparing the unaudited 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, the valuation of derivative liabilities, gain (loss) from extinguishment of debt, the valuation of stock-based compensation, and the valuation of deferred tax assets.

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

Film Production Costs

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.

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)

Fair Value of Financial Instruments

FASB 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 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 June 30, 2023. Accordingly, the estimates presented in these unaudited consolidated 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).

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:

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.

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.

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 on June 30, 2023 and September 30, 2022:

	June 30, 2023						September 30, 2022
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative liabilities	$	—	$	—	$	7,711,794	$	—	$	—	$	8,149,517

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

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

	For the Nine Months Ended June 30,
	2023			2022
Balance at beginning of period	$	8,149,517		$	11,587,761
Initial valuation of derivative liabilities included in debt discount		-			276,250
Initial valuation of derivative liabilities included in derivative expense		-			135,670
Reclassification of derivative liabilities to gain on debt extinguishment		(27,070	)		(953,922	)
Change in fair value included in derivative expense		(410,653	)		(7,047,656	)
Balance at end of period	$	7,711,794		$	3,998,103

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.

0); 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) Income Per Share

Pursuant to ASC 260-10-45, basic (loss) income per common share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the periods presented. Diluted (loss) income per share is computed by dividing net (loss) income 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 June 30, 2023 and 2022 were included in the dilutive income (loss) per share calculation. The following is the computation of diluted shares outstanding and in periods where the Company has a net income, all dilutive securities were included.

	June 30,
	2023		2022
Common Stock Equivalents:
Stock warrants		1,200,000		1,600,000
Convertible notes		105,173,915,758		69,361,561,212
Total		105,175,115,758		69,363,161,212

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

	Nine Months Ended June 30,
	2023			2022
Net (loss) income per common share - basic:
Net (loss) income attributable to All For One Media Corp.	$	(454,142	)	$	6,451,551
Weighted average common shares outstanding - basic		8,660,801,885			5,371,285,175

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

Net (loss) income per common share - diluted:
Net (loss) income attributable to All For One Media Corp.	$	(454,142	)	$	6,451,551
Add: interest on debt		-			1,319,347
Add: initial derivative expense		-			135,670
Add: loss on extinguishment of debt, net		-			(512,257	)
Less: gain from change in fair value of derivative liabilities		-			(7,047,656	)
Less: gain debt modification		-			(764,999	)
Numerator for loss from operations per common share - diluted	$	(454,142	)	$	(418,344	)

Weighted average common shares outstanding - basic		8,660,801,885			5,371,285,175
Effect of dilutive securities:
Convertible notes payable		-			69,361,561,212
Weighted average common shares outstanding - diluted		8,660,801,885			74,732,876,387

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

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

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.

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.

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 expenses 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 June 30, 2023 and September 30, 2022, the Company recorded a non-controlling interest balance of $(402,436) and $(400,173), respectively, in connection with the majority-owned subsidiaries, CFTB Movie and CFTB GA as reflected in the accompanying unaudited consolidated balance sheets and loss attributable to non-controlling interest of $2,263 and $10,509 during the nine months ended June 30, 2023 and 2022, respectively, as reflected in the accompanying unaudited consolidated statements of operations.

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.

Table of Contents

ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

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

ASU Topic 606 - Revenue from Contracts with Customers (“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.

The Company recognized revenue of $7,010 and $6,727 during the nine months ended June 30, 2023 and 2022, respectively, from streaming music sales and licensing fees. The Company markets their master song recordings 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.

Reclassification

Certain reclassifications have been made in the consolidated financial statements to conform to the current period presentation. Such reclassification had no impact on the Company’ previously reported consolidated financial position or results of operations. Specifically, on the September 30, 2022 consolidated balance sheet, a certain current note payable amounting to $137,500 was reclassified to current convertible notes payable.

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 nine months ended June 30, 2022 and it did not have a material effect on the consolidated financial statements.

In May 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 nine months ended June 30, 2022 and it did not have a material effect on the consolidated financial statements.

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method. Current GAAP permits only prepayable financial assets and one or more beneficial interests secured by a portfolio of prepayable financial instruments to be included in a last-of-layer closed portfolio. The amendments in ASU 2022-01 allow 3 non-prepayable financial assets also to be included in a closed portfolio hedged using the portfolio layer method. That expanded scope permits an entity to apply the same portfolio hedging method to both prepayable and non-prepayable financial assets, thereby allowing consistent accounting for similar hedges.

The amendments in ASU 2022-01 clarify the accounting for and promote consistency in the reporting of hedge basis adjustments applicable to both a single hedged layer and multiple hedged layers as follows:

	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.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

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 June 30, 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 unaudited 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 unaudited consolidated financial statements, for the nine months ended June 30, 2023 and 2022, the Company had net (loss) income of $(456,405) and $6,441,042, and net cash used in operations of $112,833 and $399,066, respectively. The net income for the nine months ended June 30, 2022 was primarily a result of the non-cash net gain from derivative liabilities of $7,047,656. Additionally, the Company had an accumulated deficit of $26,162,405, a working capital deficit of $15,924,473 and a stockholders’ deficit of $16,061,973 as of June 30, 2023. As of June 30, 2023, the Company had $2,805,637 of gross convertible notes and $2,110,411 of gross notes payable outstanding. Additionally, as of June 30, 2023, the Company had defaulted on certain convertible notes payable with aggregate outstanding principal amount of $1,047,821. 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 unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues, there can be no assurances to that effect.

NOTE 4 - CONVERTIBLE NOTES PAYABLE

As of June 30, 2023 and September 30, 2022, convertible notes payable - unrelated party consisted of the following:

	June 30, 2023			September 30, 2022
Principal amount	$	2,805,637		$	2,847,637
Less: unamortized debt discount		-			(81,960	)
Convertible notes payable, net		2,805,637			2,765,677
Less: current portion of convertible notes payable		(2,805,637	)		(2,765,677	)
Convertible notes payable – long-term portion	$	-		$	-

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”). On December 31, 2022, the Parties entered into a Master Note Extension Agreement to further extend the maturity date of their convertible and non-convertibles notes dated between October 2018 and December 31, 2022 to June 30, 2023. 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. In December 2022, the Parties extended the maturity date of these convertible and non-convertible date to March 31, 2023. On March 31, 2023, the Parties extended the maturity date of these convertible and non-convertible notes to December 31, 2023. All other terms of the convertible notes not modified in the Amendment Agreements shall remain in full force and effect.

As of June 30, 2023, the Company had defaulted on certain convertible notes payable with aggregate outstanding principal amount of $1,102,821.

On 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. 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. During 2018, the Company issued an aggregate of 4,124,200 common stock to the note holder upon the conversion of $31,969 of principal amount, accrued interest of $23,818 and fees of $2,000. 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 shares of 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 pursuant to the note terms and accrues interest at the default interest rate, and during the year ended September 30, 2020, $43,487 of default penalty was added to the principal balance. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $121,518.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

On September 25, 2017, the Company issued 12% Convertible Promissory Notes for principal borrowings of up to $110,000. 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. 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. 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. This note is currently in default and $80,248 of default penalty was added to the principal balance during the year ended September 30, 2020, pursuant to the note and this note accrues interest at the default interest rate. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $190,248.

On March 26, 2018, the Company issued 10% Convertible Promissory Note for principal borrowings of up to $80,000 and on January 22, 2019, the Company issued another 10% Convertible Promissory Note for principal borrowings of up to $80,000 (collectively as “Notes”). The Notes bore an interest rate of 10% per annum (24% default rate) and matured one year from the date of issuance and. The note holder had 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. These Notes may not be prepaid. The Company paid total original issue discount and related loan fees of $20,000 in connection with these Notes and amortized over the term of the Notes. On September 8, 2019, the Company paid off a total principal amount of $80,000 including accrued interest of $4,664 and prepayment penalty of $15,336. During the year ended September 30, 2020, the Company issued an aggregate of 817,526,314 shares of common stock to the note holder upon the conversion of $58,100 of principal amount and accrued interest of $6,409. This note defaulted for non-payment and $5,875 of default penalty was added to the principal balance during the year ended September 30, 2020, pursuant to the note and 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 June 30, 2023 and September 30, 2022, the principal balance of this note was $0.

On October 31, 2018, the Company issued a 10% Convertible Promissory Note to a certain note holder for principal borrowings of up to $250,000. The note was unsecured, bore an interest rate of 10% per annum (24% default rate) and matured on October 31, 2019. 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 55% of the lowest trading price during the 15 prior trading days immediately preceding including the day of the conversion date. The Company paid original issue discount and related loan fees of $16,000 in connection with this note payable which was amortized over the term of the note. This note defaulted for non-payment and $25,000 of default penalty was added to the principal balance during the year ended September 30, 2020, pursuant to the note and accrued interest at the default interest rate upon default. During the year ended September 30, 2021, the Company issued an aggregate of 835,656,596 shares of common stock to the note holder upon the conversion of $148,220 of principal balance and accrued interest of $61,513. As of September 30, 2021, the note had a principal balance of $126,780. 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, 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 1,009,871,832 shares of common stock to the note holder upon the conversion of $101,780 of principal, accrued interest of $32,522 and conversion fee of $2,800. As of September 30, 2022, the note was fully converted and had no outstanding balance.

On November 6, 2018, the Company issued a 10% Convertible Promissory Note to a certain note holder for principal borrowings of up to $120,000. The note was unsecured, bore an interest rate of 10% per annum (24% default rate) and matured on November 6, 2019. 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. The Company paid an original issue discount and related loan fees of $2,000 in connection with this note payable which was amortized over the term of the note. This note defaulted for non-payment and $12,000 of default penalty was added to the principal balance during the year ended September 30, 2020, pursuant to the note and accrued 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 extending 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 918,587,164 shares of common stock to the note holder upon the conversion of $120,000 of principal balance, accrued interest of $37,918 and conversion fee of $2,100. As of September 30, 2022, the note was fully converted and had no outstanding balance.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

On November 23, 2018, the Company issued a 10% Convertible Promissory Note to a certain note holder for principal borrowings of up to $140,000. The note was unsecured, bears an interest rate of 10% per annum and matured on November 23, 2019. 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 Company paid an original issue discount and related loan fees of $4,000 in connection with this note payable which was amortized over the term of the note. This note came into default for non-payment and $14,000 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 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. These note amendments were accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. 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 June 30, 2023 and September 30, 2022, the principal balance of this note was $131,500.

On November 27, 2018, the Company issued a 12% Convertible Promissory Note to a certain note holder for principal borrowings of up to $250,000. The note is unsecured, bears an interest rate of 12% per annum and matured on May 27, 2019. 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. The Company paid original issue discount and related loan fees of $20,750 in connection with this note payable which was amortized over the term of the note. During the year ended September 30, 2020, the Company issued an aggregate of 635,470,205 common stock to the note holder upon the conversion of $34,738 of principal amount, accrued interest of $1,511 and fees of $9,500. During the year ended September 30, 2021, the Company issued an aggregate of 493,005,626 common stock to the note holder upon the conversion of accrued interest of $33,142 and fees of $2,000. This note defaulted for non-payment and $115,294 of default penalty was added to the principal balance during the year ended September 30, 2020, pursuant to the note and accrues interest at the default interest rate upon default. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $330,556.

On December 13, 2018, the Company issued a 10% Convertible Promissory Note to 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 came into 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. 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. These note amendments were accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. 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. During the three months ended December 31, 2022, the Company issued an aggregate of 360,125,499 shares of common stock to the note holder upon the conversion of $15,000 of principal balance, accrued interest of $5,908 and conversion fee of $700. On March 9, 2023, the Company issued 284,667,833 shares of common stock to the note holder upon the conversion of $11,750 of principal balance, accrued interest of $4,980 and conversion fee of $350. On May 11, 2023, the Company issued 372,111,833 shares of common stock to the note holder upon the conversion of $15,250 of principal balance, accrued interest of $6,727 and conversion fee of $350. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $70,500 and $112,500, respectively.

On December 28, 2018, the Company issued a 10% Convertible Promissory Note to a certain note holder for principal borrowings of up to $240,000. The note is unsecured, bears an interest rate of 10% per annum (24% default rate) and matured on December 28, 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. 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. This note defaulted for non-payment and $24,000 of default penalty was added to the principal balance during the year ended September 30, 2020, pursuant to the note and accrues 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. These note amendments were accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $240,000.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

On January 9, 2019, the Company issued a 10% Convertible Promissory Note to a certain note holder for principal borrowings of up to $163,000. The note is unsecured, bears an interest rate of 10% per annum and matured on January 9, 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. The Company paid original issue discount and related loan fees of $8,000 in connection with this note payable which was amortized over the term of the note. This note defaulted for non-payment and $16,300 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. These note amendments were accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $163,000.

On February 8, 2019, the Company issued a 10% Convertible Promissory Note to 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 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 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 was amortized over the term of the note. This note defaulted 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 accrues 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. These note amendments were accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $110,000.

On March 15, 2019, the Company issued a 10% Convertible Promissory Note to a certain note holder for principal borrowings of up to $350,000. The note is unsecured, bears an interest rate of 10% per annum and matured on March 15, 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 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 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 issue discount and related loan fees of $15,000 in connection with this note payable which was amortized over the term of the note. This note defaulted for non-payment and $35,000 of default penalty was added to the principal balance during the during the year ended September 30, 2020, pursuant to the note and accrues 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. These note amendments were accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $350,000.

On July 12, 2019, the Company issued a 10% Convertible Promissory Note to a certain note holder for principal borrowings of up to $125,000 and received proceeds of $118,750, net of discount. The note is unsecured, bears an interest rate of 10% per annum (24% default rate) and matured on June 12, 2020. 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 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 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 Company paid an original issuance discount of $6,250 in connection with this note payable which was amortized over the term of the note. This note defaulted for non-payment and $12,500 of default penalty was added to the principal balance during the year ended September 30, 2020, pursuant to the note and accrues interest at the default interest rate upon default. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $137,500.

On September 5, 2019, the Company issued a 10% Convertible Promissory Note to a certain note holder for principal borrowings of up to $220,000 and received proceeds of $209,000, net of discount. The note is unsecured, bears an interest rate of 10% per annum (24% default rate) and matured on September 5, 2020. 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 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 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 Company paid an original issuance discount of $11,000 in connection with this note payable which was amortized over the term of the note. This note defaulted for non-payment and $22,000 of default penalty was added to the principal balance during the year ended September 30, 2020, pursuant to the note and accrues interest at the default interest rate upon default. During the year ended September 30, 2021, the Company issued an aggregate of 118,918,182 shares of common stock to the note holder upon the conversion of $2,900 of principal amount and accrued interest of $370. During the year ended September 30, 2022, the Company issued an aggregate of 608,872,909 shares of common stock to the note holder upon the conversion of $22,100 of principal balance and accrued interest of $11,388. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $217,000.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

On October 9, 2019, the Company issued 12% Convertible Promissory Notes for principal borrowings of up to $36,000 and received proceeds of $30,250, net of discount. The note is unsecured, bears an interest rate of 12% per annum and matured on July 9, 2020. 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 Company paid an original issue discount and related loan fees of $5,750 in connection with this note payable which was amortized over the term of the note. This note defaulted 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 accrues interest at the default interest rate upon default. Additionally, on October 9, 2019, the Company granted a 1,200,000 warrant to purchase shares of the Company’s common stock in connection with the issuance of a convertible note. The warrant expires five-years from the date of grant and has an exercise price of $0.015. The exercise price and the number of warrants were subject to adjustment upon distribution of assets and anti-dilution protection provision as defined in the stock warrant agreement. The Company accounted for the warrants by using the relative fair value method and recorded debt discount from the relative fair value of the warrants of $10,616 using the Black-Scholes option pricing which was amortized over the term of the note. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $51,000.

On May 3, 2021, the Company issued a 10% Convertible Promissory Note to a certain note holder, for principal borrowings of $67,650 and received proceeds of $65,000, net of discount of $2,650. The 10% convertible promissory note and all accrued interest was due on May 3, 2022. 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 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 an original issuance discount of $2,650 in connection with this note payable which was amortized over the term of the note. On February 18, 2022, the Note was amended whereby the lender extended the maturity date to December 31, 2022 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. The note amendment was accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Exchanges and no gain or loss was recognized. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $67,650.

On June 21, 2021, the Company issued a 10% Convertible Promissory Note to a certain note holder, for principal borrowings of $83,250 and received proceeds of $80,000, net of discount of $3,250. The 10% convertible promissory note and all accrued interest was due on June 21, 2022. 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 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 an original issuance discount of $3,250 in connection with this note payable which was amortized over the term of the note. On February 18, 2022, the Note was amended whereby the lender extended the maturity date to December 31, 2022 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. The note amendment was accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $83,250.

On July 12, 2021, the Company issued a 10% Convertible Promissory Note to a certain note holder, for principal borrowings of $45,787 and received proceeds of $44,000, net of discount of $1,787. The 10% convertible promissory note and all accrued interest was due on July 12, 2022. 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 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 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 an original issuance discount of $1,787 in connection with this note payable which was amortized over the term of the note. On February 18, 2022, the Note was amended whereby the lender extended the maturity date to December 31, 2022 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. The note amendment was accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $45,787.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

On July 27, 2021, the Company issued a 10% Convertible Promissory Note to a certain note holder, for principal borrowings of $46,828 and received proceeds of $45,000, net of discount of $1,828. The 10% convertible promissory note and all accrued interest was due on July 27, 2022. 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 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 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 an original issuance discount of $1,828 in connection with this note payable which was amortized over the term of the note. On February 18, 2022, the Note was amended whereby the lender extended the maturity date to December 31, 2022 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. The note amendment was accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $46,828.

On September 17, 2021, the Company issued a 10% Convertible Promissory Note to a certain note holder, for principal borrowings of $161,250 and received proceeds of $155,000, net of discount of $6,250. The 10% convertible promissory note and all accrued interest was due on September 17, 2022. 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 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 an original issuance discount of $6,250 in connection with this note payable which was amortized over the term of the note. On February 18, 2022, the Note was amended whereby the lender extended the maturity date to December 31, 2022 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. The note amendment was accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $161,250.

On December 6, 2021, the Company issued a 10% Convertible Promissory Note to a certain note holder, for principal borrowings of $116,525 and received proceeds of $112,000, net of discount of $4,525. The 10% convertible promissory note and all accrued interest was due on December 6, 2022. 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 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 discount of $4,525 in connection with this note payable which is being amortized over the term of the note. On December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. The note amendment was accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $116,525.

On December 23, 2021, the Company issued a 10% Convertible Promissory Note to a certain note holder, for principal borrowings of $116,525 and received proceeds of $112,000, net of discount of $4,525. The 10% convertible promissory note and all accrued interest is due on December 23, 2022. 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 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 an original issuance discount of $4,525 in connection with this note payable which is being amortized over the term of the note. On December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. The note amendment was accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $116,525.

On May 12, 2022, the Company issued a 10% Convertible Promissory Note to a certain note holder, for principal borrowings of $55,000 and received proceeds of $52,250, net of discount of $2,750. The 10% convertible promissory note and all accrued interest was due on May 12, 2023. 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 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 20 prior trading days immediately preceding including the day of the conversion date. During the first 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 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 Company paid an original issuance discount of $2,750 in connection with this note payable which is being amortized over the term of the note. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $55,000. On May 12, 2023, the due date, the Company did not repay the note and accordingly, the Company defaulted on this note.

As of June 30, 2023 and September 30, 2022, accrued interest related to the convertible notes payable amounted to $1,496,632 and $1,192,824, respectively, which was included in accrued interest on the accompanying unaudited consolidated balance sheets.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

Amendment of Convertible Notes

On October 18, 2021, several aforementioned convertible notes payable (“Notes”) held by one lender were amended whereby the lender extended the maturity dates to April 18, 2022 and waived the penalty interests, incurred on the respective original maturity dates of the Notes, which includes; (i) the 10% default penalty added to the principal balance of the Notes and; (ii) the difference between the interest accrued at the original interest rate and default interest rate. The amendment of the Notes resulted in; (i) a reduction of outstanding principal balances in total amount of $215,175 which was the total amount of default penalty added to the principal balance of the Notes upon the respective default dates and; (ii) a reduction of accrued interest in total amount of $549,824 which was the difference in accrued interest incurred at the original and default interest rate. Based on the result of the amendment of the Notes the Company accounted for it as a trouble debt restructuring in accordance with ASC 470-60, Debt - Troubled Debt Restructurings by Debtors and recognized and gain on debt modification of $764,999 during the year ended September 30, 2022.

On February 18, 2022, several convertible notes payable (“Notes”) discussed above were amended whereby the lender extended the maturity date to December 31, 2022. On March 31, 2023, the Company and the lender agreed to extend the maturity date of these convertible notes to December 31, 2023. The amendments of these Notes were accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized.

On April 5, 2022, the Company and a lender (collectively as “Parties”) entered into a Master Note Amendment (“April 2022 Note Amendment”) to amend six convertible notes dated: (i) April 8, 2019 with principal balance of $54,000, convertible at a price equal to 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date, (ii) May 22, 2019 with principal balance of $108,000, convertible at a price equal to 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date, (iii) May 24, 2019 with principal balance of $100,000, convertible at price equal to 61% of the average of the lowest 2 trading prices during the 10 prior trading days immediately preceding including the day of the conversion date, (iv) July 24, 2019 with principal balance of $145,000, convertible at a price equal to 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date, (v) September 4, 2019 with principal balance of $165,000, convertible at a price equal to 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date and (vi) January 14, 2020 with principal balance of $8,000, convertible at a price equal to 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date (collectively as “Amended Notes”). The April 2022 Note Amendment provides for (i) the removal the Amended Notes’ conversion features in its entirety and (ii) a payoff covenant whereby the Company agreed to use 25% of the net proceeds received in any capital raise equal to $300,000 or more to repay the outstanding balance of the Amended Notes. The elimination of the Amended Notes’ conversion features resulted in a substantial change in the terms of the Amended Notes which was accounted for in accordance with ASC 470-50 - Debt Modifications and Extinguishment. The Company revalued the embedded conversion option derivative liabilities associated with the Amended Notes which amounted to $1,365,641, recorded as gain on debt extinguishment in the accompanying consolidated statement of operations. On April 5, 2022, in connection with the April 2022 Note Amendment, an aggregate principal balance of $580,000 was reclassified from convertible notes payable to notes payable.

On September 13, 2022, the Company and a lender (collectively as “Parties”) entered into a Master Note Amendment (“September 2022 Note Amendment”) to amend five convertible notes dated: (i) January 7, 2021 with principal balance of $328,200, convertible at a price equal to 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date, (ii) February 3, 2021 with principal balance of $248,000, convertible at a price equal to 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date, (iii) February 24, 2021 with principal balance of $218,800, convertible at price equal to 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date, (iv) April 1, 2021 with principal balance of $75,000, convertible at a price equal to 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date and (v) April 8, 2021 with principal balance of $151,000, convertible at a price equal to 60% of the lowest trading price during the 18 prior trading days immediately preceding including the day of the conversion date (collectively as “September 2022 Amended Notes”). The September 2022 Note Amendment provides for (i) the removal the Amended Notes’ conversion features in its entirety and (ii) a payoff covenant whereby the Company agreed to use 25% of the net proceeds received in any capital raise equal to $50,000 or more to repay the outstanding balance of the September 2022 Amended Notes. The elimination of the September 2022 Amended Notes’ conversion features resulted in a substantial change in the terms of the Amended Notes which was accounted for in accordance with ASC 470-50 - Debt Modifications and Extinguishment. The Company revalued the embedded conversion option derivative liabilities associated with the Amended Notes which amounted to $2,488,936, recorded as gain on debt extinguishment in the accompanying consolidated statement of operations. On September 13, 2022, in connection with the September 2022 Note Amendment, an aggregate principal balance of $1,021,000 was reclassified from convertible notes payable to notes payable.

Derivative Liabilities Pursuant to Convertible Notes and Warrants

In connection with the issuance of the unrelated party convertible notes (collectively referred to as “Notes”) and warrants (collectively referred to as “Warrants”), discussed above, the Company determined that the terms of the Notes and Warrants contain an embedded conversion option to be accounted for as derivative liabilities due to the holder having the potential to gain value upon conversion and provisions which includes events not within the control of the Company. Additionally, as of September 30, 2022 and 2021, the Convertible Notes and Warrants outstanding were accounted for as derivatives as the Company does not have sufficient authorized shares to cover these dilutive securities. In accordance with ASC 815-40 -Derivatives and Hedging - Contracts in an Entity’s Own Stock, the embedded conversion option contained in the Notes and the Warrants were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion options was determined using the Binomial Lattice valuation model. At the end of each period and on note conversion date or repayment, the Company revalues the derivative liabilities resulting from the embedded option.

During the three months ended December 31, 2021, in connection with the issuance of the Notes, on the initial measurement date, the fair values of the embedded conversion option of $347,743 was recorded as derivative liabilities of which $224,000 was allocated as a debt discount and $123,743 as derivative expense.

At the end of the periods, the Company revalued the embedded conversion option and warrant derivative liabilities. In connection with these revaluations, the Company recorded a gain from the change in the derivative liabilities fair value of $410,653 and $7,047,656 for the nine months ended June 30, 2023 and 2022, respectively.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

During the nine months ended June 30, 2023 and 2022, the fair value of the derivative liabilities was estimated at issuance, upon revaluation, and on June 30, 2023 and 2022, using the Binomial Lattice valuation model with the following assumptions:

	2023		2022
Dividend rate	-	%		-	%
Term (in years)	0.01 to 9 months			0.01 to 1 year
Volatility	0% to 577.2	%		183% to 408	%
Risk-free interest rate	4.12% to 5.43	%		1.28% to 2.50	%

For the nine months ended June 30, 2023 and 2022, amortization of debt discounts related to the convertible notes amounted to $81,960 and $800,628, respectively, which was recorded as interest expense on the accompanying unaudited consolidated statements of operations. As of June 30, 2023 and September 30, 2022, the unamortized debt discounts were $0 and $81,960, respectively.

On June 30, 2023, future maturities of convertible notes payable are as follows:

Fiscal year ended June 30,	Amount
2024	$	2,805,637
Total principal amounts due	$	2,805,637

NOTE 5 - NOTES AND LOANS PAYABLE

Notes Payable

On June 30, 2023 and September 30, 2022, notes payable consisted of the following:

	June 30, 2023			September 30, 2022
Note principal amount - related party	$	200,000		$	200,000
Notes principal amount - unrelated party		2,340,411			2,272,500
Less: unamortized debt discount		(9,979	)		(14,827	)
Notes payable, net		2,530,432			2,457,673
Less: current portion of note payable – related party		(200,000	)		(200,000	)
Less: current portion of notes payable		(2,192,932	)		(2,120,173	)
Notes payable – long-term portion	$	137,500		$	137,500

Notes Payable - Related Party

On April 1, 2018, the Company issued a due on demand 5% promissory note to an affiliated company for $200,000. The Company may prepay the note without a prepayment penalty. The former COO of the Company is a trustee of the affiliated company. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $200,000 and is reflected as note payable - related party on the accompanying unaudited consolidated balance sheets. On June 30, 2023 and September 30, 2022, accrued interest payable on this note was $51,699 and $44,219, respectively, which is included in accounts payable and accrued liabilities - related party on the accompanying unaudited consolidated balance sheets.

Notes Payable - Unrelated Party

In June 2017, through the Company’s subsidiary, CFTB Movie, the Company entered into a 12% loan and security agreement for a loan amount of $400,000 (“June 2017 Note”). The 12% secured note and all accrued interest was due on August 15, 2017. The default interest rate was 22% after the maturity date. The Company received net proceeds of $350,000 and paid original issue discount and related loan fees of $50,000 in connection with the June 2017 Note which was amortized over the term of the loan. The June 2017 Note was used for the production of the Movie. The Company had granted a security interest in all the Company’s property, tangible and intangible, existing or subsequently in effect, including but not limited to; (i) all bank accounts; (ii) all of the Company’s right under any contract; (iii) all accounts payable; (iv) all chattel paper, documents and instruments related to accounts; (v) all intellectual property; (vi) all inventory, furniture, fixtures, equipment and supplies and; (vii) all proceeds, products and accessions of, and to, any and all of the foregoing. In July 2017, the Company entered into an Agreement (the “Extension Agreement”), to extend the maturity date of the June 2017 Note to December 1, 2017, from August 15, 2017, and to release the guarantee as discussed below. Beginning on December 1, 2017 and continuing until such time as this loan is repaid, CFTB Movie at its sole option, may choose to make monthly partial payments that will be applied to the outstanding amount, due no later than the first business day of each month, in denominations of no less than $100,000. In consideration for extending the maturity date to December 1, 2017, and the release of the guarantee, the Company shall pay; (i) $25,000 fee; (ii) 6% of adjusted gross revenue from the Movie as defined in the Extension Agreement and; (iii) shall be first position of senior secured creditor after repayment of a loan to a certain lender as defined in the Extension Agreement. The $25,000 fee for such extension was amortized up to the extended maturity date of December 1, 2017 and recorded the amortization to film production cost as capitalized interest and was added to the principal amount of loan in fiscal year 2018. In July 2017, through the Company’s majority owned subsidiary, CFTB GA, the Company received from same lender above, additional proceeds from issuance of a Note (“July 2017 Note”) for a principal amount of $98,465. On December 12, 2017, the Company paid $25,000 towards the July 2017 Note. In January 2018, through the Company’s majority owned subsidiary, CFTB GA, the Company received from same lender above, additional proceeds from issuance of a Note (“January 2018 Note”) for a principal amount of $11,250. The January 2018 Note bore 12% interest per annum and was considered due on demand as there was no set maturity. On September 16, 2019, the Company and a lender (collectively as “Parties”) entered into a Settlement Agreement and Release (“Settlement Agreement”) to settle the June 2017 Note, July 2017 Note and January 2018 Note with an aggregate principal of $509,715 and accrued interest of $258,250, for a total outstanding balance of $767,965. Pursuant to the Settlement Agreement, the Parties agreed to settle the outstanding balance of $767,965 for a settlement payment of $430,000 of which $250,000 was paid in cash and $180,000 in form of a 24-month interest free promissory which matured on September 16, 2021, and shall accrue default interest rate of 16% upon default notice from the lender, after which the original notes shall be retired and extinguished, and the Company released from any and all claims relating to the note including liens and foreclosures. The settlement resulted in a gain from extinguishment of debt in the amount of $337,965 during the year ended September 30, 2019. To date, the Company has not received a default notice from the lender. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $180,000.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

In connection with the Settlement Agreement, the Company, through its majority owned subsidiaries, CFTB Movie and CFTB GA, issued two separate 6% promissory notes to former director of the Company for $125,000 and a third-party note holder for $125,000 (the collectively as “Notes”), for a total principal amount of $250,000 which were both due on July 16, 2021. The Notes bear an interest rate of 6% and 16% upon the event of default. The Notes shall be paid in equal monthly installments of $6,014 including accrued interest with the first installment due on December 1, 2019. The payment of the 6% promissory notes is guaranteed by the Company. In the event the Company sells the Movie, the Notes including the accrued interest shall become immediately due and payable from the proceeds of such sale. These Notes defaulted on the maturity date for non-payment. However, the lenders have waived the default interest rate and these notes accrue interest at 6% per annum. The Company and Brian Lukow, CEO of the Company, have not transferred and assigned any of its rights, title and interest in the Movie equally to each holder of the Notes.

During the nine months ended June 30, 2023 and 2022, the Company recorded interest expense of $11,301 and $35,117, respectively, in connection with these notes payable. As of June 30, 2023, these notes payable had an aggregate principal balance of $430,000 and aggregate accrued interest of $126,005. As of September 30, 2022, these notes payable had an aggregate principal balance of $430,000 and aggregate accrued interest of $114,704. As of June 30, 2023, the Company had not made any payments towards these notes payable.

On March 15, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with a certain note holder for issuance of two 10% Promissory Notes (collectively as “Notes”) for an aggregate principal borrowing of $104,000 with aggregate original issue discount (“OID”) of $4,000. The Notes are unsecured and bears interest at the rate of 10% per annum (which shall increase to 18% upon default) from the issuance date thereof until the note is paid and matures twelve months from the issuance date. On March 15, 2022, the Company issued the first promissory note (“Note I”), with principal amount of $52,000 and received $50,000 of net proceeds, net of $2,000 original issuance discount. The principal and all accrued interest of Note I was due March 15, 2023. The Company recorded a discount of $2,000 in connection with Note I which is being amortized over the term of the Note I. On July 28, 2022, the Company issued the second promissory note (“Note II”), with principal amount of $52,000 and received $50,000 of net proceeds, net of $2,000 original issuance discount. The principal and all accrued interest of Note II was due July 28, 2023. The Company recorded a discount of $2,000 in connection with Note II which is being amortized over the term of the Note II. Pursuant to the Amendment Agreement dated March 31, 2023, the Parties agreed to extend the maturity date of the Note I and Note II to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of these notes was $104,000.

On September 16, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with a certain note holder for issuance of two 10% Promissory Notes (collectively as “Notes”) for an aggregate principal borrowing of $275,000 with aggregate original issue discount (“OID”) of $25,000. The Notes are unsecured and bears interest at the rate of 10% per annum (which shall increase to 18% upon default) from the issuance date thereof until the note is paid and matures twelve months from the issuance date. On September 16, 2022, the Company issued the first promissory note (“September 2022 Note I”), with principal amount of $137,500 and received $125,000 of net proceeds, net of $12,500 original issuance discount. The principal and all accrued interest of September 2022 Note I is due September 16, 2024. The Company recorded a discount of $12,500 in connection with September Note I which is being amortized over the term of the September 2022 Note I. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $137,500.

On March 10, 2023, the Company issued a 12% Promissory Note with a certain note holder, for principal borrowings of $70,000, with an original issue discount of $3,000. From March 10, 2023 through June 30 30, 2023, the lender only funded $67,911 of this note and the Company received proceeds of $65,000 and $50,000 was funded as a deposit for a pending acquisition (see Note 9 and 10), net of discount of $2,911. The 12% promissory note and all accrued interest is due on March 10, 2024. The note is unsecured and bears interest at the rate of 12% per annum (18% default rate) from the issuance date thereof until the note is paid. The Company paid an original issuance discount of $2,911 in connection with this note payable which will be amortized over the term of the note. As of June 30, 2023, the principal balance of this note was $67,911. The pending acquisition was abandoned and accordingly, in June 2023, the Company wrote off the deposits made to the target company, which is reflected as a loss on abandonment of acquisition on the accompanying unaudited consolidated statement of operations for the nine months ended June 30, 2023.

April 2022 and September 2022 Note Payable Amendments (see Note 4)

On April 5, 2022, the Company and a lender (collectively as “Parties”) entered into a Master Note Amendment (“April 2022 Note Amendment”) to amend six convertible notes dated: (i) April 8, 2019 with principal balance of $54,000, (ii) May 22, 2019 with principal balance of $108,000, (iii) May 24, 2019 with principal balance of $100,000, (iv) July 24, 2019 with principal balance of $145,000, (v) September 4, 2019 with principal balance of $165,000 and (vi) January 14, 2020 with principal balance of $8,000 (collectively as “Amended Notes”). The April 2022 Note Amendment provides for (i) the removal the Amended Notes’ conversion features in its entirety and (ii) a payoff covenant whereby the Company agreed to use 25% of the net proceeds received in any capital raise equal to $300,000 or more to repay the outstanding balance of the Amended Notes (see Note 4).

On September 13, 2022, the Company and a lender (collectively as “Parties”) entered into a Master Note Amendment (“September 2022 Note Amendment”) to amend five convertible notes dated: (i) January 7, 2021 with principal balance of $328,200, (ii) February 3, 2021 with principal balance of $248,000, (iii) February 24, 2021 with principal balance of $218,800, (iv) April 1, 2021 with principal balance of $75,000, and (v) April 8, 2021 with principal balance of $151,000 (collectively as “September 2022 Amended Notes”) (see Note 4). The September 2022 Note Amendment provides for (i) the removal the Amended Notes’ conversion features in its entirety and (ii) a payoff covenant whereby the Company agreed to use 25% of the net proceeds received in any capital raise equal to $50,000 or more to repay the outstanding balance of the September 2022 Amended Notes.

Below are the details of the Amended Notes.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

On April 8, 2019, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $54,000 and received proceeds of $50,000, net of discount. The note is unsecured, bears an interest rate of 10% per annum and matured on April 8, 2020. During the first 90 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 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 an original issuance discount of $4,000 in connection with this note payable which was amortized over the term of the note. This note came into default for non-payment and pursuant to the note, $5,400 of default penalty was added to the principal balance during the year ended September 30, 2020 and accrues interest at the default interest rate. 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 Note 4). 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $54,000.

On May 22, 2019, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $108,000 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 22, 2020. 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 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 an original issuance discount of $8,000 in connection with this note payable which was amortized over the term of the note. This note came into default for non-payment and pursuant to the note, $10,800 of default penalty was added to the principal balance during the year ended September 30, 2020 and the note accrues interest at the default interest rate. 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 Note 4). 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $108,000.

On May 24, 2019, the Company issued a 12% Convertible Promissory Note with a certain note holder for principal borrowings of up to $100,000 and received proceed of $94,000. The note is unsecured, bears an interest rate of 12% per annum and matured on February 20, 2020. The note is unsecured and bears interest at the rate of 12% per annum from the issuance date thereof until the note is paid. During the first 30 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 140% 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 an original issue discount and related loan fees of $6,000 in connection with this note payable which was amortized over the term of the note. This note came into default for non-payment during the year ended September 30, 2020 and pursuant to the note started accruing interest at the default interest rate. 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 Note 4). 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $100,000.

On July 24, 2019, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $145,000 and received proceeds of $135,000, net of discount. The note is unsecured, bears an interest rate of 10% per annum and matured on July 24, 2020. 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 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 discount of $10,000 in connection with this note payable which was amortized over the term of the note. This note came into default for non-payment and pursuant to the note, $14,500 of default penalty was added to the principal balance during the year ended September 30, 2020 and accrue interest at the default interest rate. 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 Note 4). 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $145,000.

On September 4, 2019, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $165,000 and received proceeds of $150,000, net of discount. The note is unsecured, bears an interest rate of 10% per annum and matured on September 4, 2020. 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 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 an original issuance discount of $15,000 in connection with this note payable which was amortized over the term of the note. This note came into default for non-payment and pursuant to the note, $16,500 of default penalty was added to the principal balance during the year ended September 30, 2020, and accrues interest at the default interest rate. 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 Note 4). 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $165,000.

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ALL FOR ONE MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

On January 14, 2020, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $8,000 and received proceeds of $7,200, net of discount. The note is unsecured, bears an interest rate of 10% per annum and matures on January 14, 2021. 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 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 an original issuance discount of $800 in connection with this note payable which was amortized over the term of the note. This note came into default for non-payment and pursuant to the note, $800 of default penalty was added to the principal balance during the year ended September 30, 2021 and accrues interest at the default interest rate. 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 Note 4). 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $8,000.

On January 7, 2021, the Company issued a 10% Convertible Promissory Note with a certain note holder, for principal borrowings of $328,200 and received proceeds of $315,000, net of discount of $13,200. The 10% convertible promissory note and all accrued interest was due on January 7, 2022. 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. 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 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 an original issuance discount of $13,200 in connection with this note payable which was being amortized over the term of the note. On October 18, 2021, the Note was amended whereby the lender extended the maturity date to April 18, 2022. The note amendment was accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $328,200.

On February 3, 2021, the Company issued a 10% Convertible Promissory Note with a certain note holder, for principal borrowings of $248,000 and received proceeds of $238,000, net of discount of $10,000. The 10% convertible promissory note and all accrued interest was due on February 3, 2022. 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. 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 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 an original issuance discount of $10,000 in connection with this note payable which was being amortized over the term of the note. On October 18, 2021, the Note was amended whereby the lender extended the maturity date to April 18, 2022. The note amendment was accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $248,000.

On February 24, 2021, the Company issued a 10% Convertible Promissory Note with a certain note holder, for principal borrowings of $218,800 and received proceeds of $210,000, net of discount of $8,800. The 10% convertible promissory note and all accrued interest was due on February 24, 2022. 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. 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 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 an original issuance discount of $8,800 in connection with this note payable which was amortized over the term of the note. On October 18, 2021, the Note was amended whereby the lender extended the maturity date to April 18, 2022. The note amendment was accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $218,800.

On April 1, 2021, the Company issued a 10% Convertible Promissory Note with a certain note holder, for principal borrowings of $75,000 and received proceeds of $72,000, net of discount of $3,000. The 10% convertible promissory note and all accrued interest was due on April 1, 2022. 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. 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 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 an original issuance discount of $3,000 in connection with this note payable which was amortized over the term of the note. October 18, 2021, the Note was amended whereby the lender extended the maturity date to April 18, 2022. The note amendment was accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $75,000.

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JUNE 30, 2023

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On April 8, 2021, the Company issued a 10% Convertible Promissory Note with a certain note holder, for principal borrowings of $151,000 and received proceeds of $145,000, net of discount of $6,000. The 10% convertible promissory note and all accrued interest is due on April 8, 2022. 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. 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 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 an original issuance discount of $6,000 in connection with this note payable which was amortized over the term of the note. On October 18, 2021, the Note was amended whereby the lender extended the maturity date to April 18, 2022. The note amendment was accounted for as a debt modification in accordance with ASC 470-50 - Debt Modifications or Extinguishments and no gain or loss was recognized. 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 and on December 31, 2022, the Company and the lender entered into a Master Note Extension Agreement to further extend the Note’s maturity date to March 31, 2023. On March 31, 2023, the Company and the lender agreed to extend the maturity date of this convertible note to December 31, 2023. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $151,000.

For the nine months ended June 30, 2023 and 2022, amortization of debt discounts related to the notes payable amounted to $7,759 and $583, respectively, which was recorded as interest expense on the accompanying unaudited consolidated statements of operations. As of June 30, 2023 and September 30, 2022, the unamortized debt discounts were $9,979 and $14,827, respectively.

As of June 30, 2023 and September 30, 2022, accrued interest related to the notes payable amounted to $657,455 and $387,870, respectively, which was included in accrued interest on the accompanying unaudited consolidated balance sheets.

Loans Payable

On June 30, 2023 and September 30, 2022, loans payable consisted of the following:

	June 30, 2023		September 30, 2022
Loans principal amount	$	483,500	$	483,500

Loans payable	$	483,500	$	483,500

Between June and August 2017, through the Company’s majority owned subsidiary, CFTB GA, the Company received proceeds aggregating $450,000 from an unrelated party (see below) for the purpose of completing the production of the Movie. Such loans bear no interest and are considered due on demand as there was no set maturity. The Company provided this lender a senior secured position with all the tax credits that will be due from the state of Georgia and city of Savannah and all excess deposits posted related to the filming of the Movie. In return for providing the additional loan, the Company agreed to; (1) issue a note payable of $25,000 to the lender and; (2) the lender shall be entitled to a 50% net profit from the Movie. During fiscal year 2017, the Company recorded capitalized interest of $25,000 in production film cost and a corresponding increase in debt of $25,000 in connection with the issuance of this loan bringing the loan balance to $475,000. The Company accounted for the above agreement in accordance with ASC 470-10-25, which requires that cash received from an investor in exchange for the future payment of a specified percentage or amount of future revenue shall be classified as debt. The Company does not purport the arrangements to be a sale and the Company has significant continuing involvement in the generation of cash flows due to the loan holder or investor. As of June 30, 2023 and September 30, 2022, loan payable amounted to $475,000. As of June 30, 2023, no demand for payment has been made.

In April 2016, a former member of the Board of Directors advanced the Company $2,500 to cover the Company’s working capital which is reflected as loan payable and is due on demand. As of June 30, 2023 and September 30, 2022, the advance had an outstanding balance of $2,500.

On July 1, 2020, the Company issued a Promissory Note to a former member of the Board of Directors, with a principal amount of $11,000 to cover the Company’s working capital. The note has a maturity date of August 13, 2033, which shall be paid in eleven annual installments of $1,000 commencing August 2022. In 2020, the Company repaid $5,000 of the principal balance. As of June 30, 2023 and September 30, 2022, the note had a principal balance of $6,000.

On October 29, 2021, the Company issued a Promissory Note to a former member of the Board of Directors, with a principal amount of $50,000 to cover the Company’s working capital. The note matured on December 13, 2021. During the year ended September 30, 2022, the Company repaid the outstanding balance of the note. As of September 30, 2022, the note had no outstanding balance.

NOTE 6 - RELATED PARTY TRANSACTIONS

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

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JUNE 30, 2023

(UNAUDITED)

In October 2015, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Brian Lukow, the CEO of the Company. As compensation for his services per the terms of the Employment Agreement, the Company shall pay $5,000 per month and 20,000 shares of the Company’s common stock per month (see Note 8). 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 of June 30, 2023 and September 30, 2022, accrued salaries to Mr. Lukow amounted to $111,456 and $81,556, respectively, and was included in accounts payable and accrued liabilities - related party on the accompanying unaudited consolidated balance sheets.

In December 2015, the Company 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 $9,000 and $9,000 for the nine months ended June 30, 2023 and 2022, respectively, which was included as rent expense under general and administrative expense in the accompanying unaudited consolidated statements of operations. As of June 30, 2023 and September 30, 2022, the Company had accrued rent balance of $28,000 and $28,000, respectively, which is reflected as accounts payable and accrued liabilities - related party on the accompanying unaudited consolidated balance sheets.

The CEO of the Company, who is the creator, writer and also acted as a producer of the Crazy for The Boys movie is entitled to receive a writer’s fee of $25,000 and producer’s fee of $100,000 to be paid from gross revenues derived from the Crazy for The Boys movie or the sale of ancillary products. As of June 30, 2023 and September 30, 2022, the Company had an accrued balance of $125,000 included in accounts payable and accrued expenses - related party on the accompanying unaudited consolidated balance sheets, for services rendered by the CEO of the Company.

On April 1, 2018, the Company issued a due on demand 5% promissory note to an affiliated company for $200,000. The Company may prepay the note without a prepayment penalty. The former COO of the Company is a trustee of the affiliated company. The Company and former COO entered into separation agreement in January 2018 (see Note 5).

In 2020, the CEO advanced to the Company $1,201 and an additional $5,316 in 2021, for a total of $6,517 for working capital purposes which is reflected as due to related parties. In June 2023, the CEO advanced the Company $1,000 for working capital purposes. The advances are non-interest bearing and are due on demand. As of June 30, 2023 and September 30, 2022, this advance had a balance of $7,517 and $6,517, respectively.

NOTE 7 - STOCKHOLDERS’ DEFICIT

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.

On May 12, 2023, the Company filed Amended and Restated Articles of Incorporation (the “Restated Articles”) with the State of Utah. The Restated Articles amend and restate the Articles of Incorporation previously filed with the State of Utah, as amended, in order to, among other things, reduce the number of shares of capital stock authorized for issuance to 100,000,000 (from 19 billion), and to designate 90,000,000 shares as common stock and 10,000,000 shares as preferred stock. The Restated Articles authorize the Board of Directors, from time to time, to issue any class of preferred stock in any series and provides the Board of Directors authority to establish and designate series, and to fix the number of shares included in each such series, and the variations in the relative rights, preferences and limitation as between series of preferred stock. In addition, the Restated Articles provide for the elimination of liability of directors for monetary damages for breach of fiduciary duty as a director the fullest extent that the Utah Revised Business Corporations Act (“URBCA”) act allows, and for indemnification and advancement of expense for all persons whom the URBCA permits from and against any and all expenses, liabilities or other matters as provided under the act. The Restated Articles waive the applicability of Chapter 6 of the URBCA, the Control Share Acquisitions Act. The Restated Articles include a forum selection clause under which certain litigation involving the Company and its officers and directors shall be limited to the Business and Chancery Court of the State of Utah, and other courts located within the State of Utah.

Additionally, on May 12, 2023, the “Company filed a certificate of amendment (the “Amendment”) to its Articles of Incorporation with the Secretary of State of the State of Utah in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share on a one (1) for two thousand, eight hundred fifty-four (2,854) basis (the “Reverse Stock Split”). The Reverse Stock Split was expected to be effective with the Financial Industry Regulatory Authority (“FINRA”) and the State of Utah on or about June 12, 2023. However, on July 27,2023, FINRA notified the Company that it will not process the Company’s Reverse Stock Split, and accordingly, the Reverse Stock Split was not effectuated. As a result, as of June 30, 2023, the Company’s issued and outstanding common shares exceeds the amount of authorized shares due to the filing of the Restated Articles. The Company plans on amending and restating is Articles of Incorporation to authorize additional common shares to rectify this situation.

Common Stock

Common Stock Issued for Services to Employee and Directors

	·	During the nine months ended June 30, 2022, the Company issued an aggregate of 180,000 shares of the Company’s common stock to the CEO as payment for services rendered pursuant to an Employment agreement (see Note 9). The Company valued these common shares at fair value ranging from $0.0001 to $0.0008 per common share or $52 based on the quoted trading price on the dates of grants. The Company recorded stock-based compensation of $52 during the nine months ended June 30, 2022.

	·	During the nine months ended June 30, 2022, the Company issued an aggregate of 36,000 shares of the Company’s common stock to two directors of the Company as payment for services rendered pursuant to corporate director agreements (see Note 9). The Company valued these common shares at the fair value ranging from $0.0001 to $0.0008 per common share or $9 based on the quoted trading price on the dates of grants. The Company recorded stock-based compensation of $9 during the nine months ended June 30, 2022.

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	·	During the three months ended December 31, 2022, the Company issued an aggregate of 60,000 shares of the Company’s common stock to the CEO as payment for services rendered pursuant to an Employment agreement (see Note 8). The Company valued these common shares at a fair value of $0.0001 per common share, or $6, based on the quoted trading price on the dates of grants. The Company recorded stock-based compensation of $6 during the three months ended December 31, 2022.

	·	During the three months ended December 31, 2022, the Company issued an aggregate of 12,000 shares of the Company’s common stock to two directors of the Company as payment for services rendered pursuant to corporate director agreements (see Note 8). The Company valued these common shares at fair value ranging from $0.0001 to $0.0002 per common share or $0 based on the quoted trading price on the dates of grants. The Company recorded stock-based compensation of $0 during the three months ended December 31, 2022.

	·	During the three months ended March 31, 2023, the Company issued an aggregate of 60,000 shares of the Company’s common stock to the CEO as payment for services rendered pursuant to an Employment agreement (see Note 8). The Company valued these common shares at fair value ranging from $0.00005 to $0.0001 per common share, or $4, based on the quoted trading price on the dates of grants. The Company recorded stock-based compensation of $4 during the three months ended March 31, 2023.

	·	During the three months ended March 31, 2023, the Company issued an aggregate of 12,000 shares of the Company’s common stock to two directors of the Company as payment for services rendered pursuant to corporate director agreements (see Note 8). The Company valued these common shares at fair value ranging from $0.00005 to $0.0001 per common share or $1 based on the quoted trading price on the dates of grants. The Company recorded stock-based compensation of $1 during the three months ended March 31, 2023.

	·	During the three months ended June 30, 2023, the Company issued an aggregate of 60,000 shares of the Company’s common stock to the CEO as payment for services rendered pursuant to an Employment agreement (see Note 8). The Company valued these common shares at fair value ranging from $0.00005 to $0.0001 per common share, or $5, based on the quoted trading price on the dates of grants. The Company recorded stock-based compensation of $5 during the three months ended June 30, 2023.

	·	During the three months ended June 30, 2023, the Company issued an aggregate of 12,000 shares of the Company’s common stock to two directors of the Company as payment for services rendered pursuant to corporate director agreements (see Note 8). The Company valued these common shares at fair value ranging from $0.00005 to $0.0001 per common share or $1 based on the quoted trading price on the dates of grants. The Company recorded stock-based compensation of $1 during the three months ended June 30, 2023.

Common Stock Issued Upon Conversion of Convertible Notes Payable

	·	During the nine months ended June 30, 2022, the Company issued an aggregate of 3,072,178,738 shares of the Company’s common stock to a note holder upon the conversion of $266,880 of principal amount, $89,869 of accrued interest and $5,950 of conversion fee, pursuant to the conversion terms of the convertible notes which contained embedded derivatives (see Note 5). The Company valued these shares of common stock at fair value ranging from $0.0001 to $0.0008 per share or $804,363 based on the quoted trading price on the date of the conversions. Accordingly, the Company recorded the difference between the converted amount and the fair value of the common stock issued as (loss) from extinguishment of debt which amounted to $(441,664) and derivative fair value of $315,117 which was recorded as a gain from extinguishment with the net (loss) from extinguishment of debt, related to note conversions, amounting to $(126,547) during the nine months ended June 30, 2022.

	·	During the three months ended December 31, 2022, the Company issued an aggregate of 360,125,499 shares of the Company’s common stock to a note holder upon the conversion of $15,000 of principal amount, $5,908 of accrued interest and $700 of conversion fee, pursuant to the conversion terms of the convertible notes which contained embedded derivatives (see Note 4). The Company valued these shares of common stock at the fair value of $0.0001 to $0.00015 per share, or $44,984, based on the quoted trading price on the date of the conversions. Accordingly, the Company recorded the difference between the converted amount and the fair value of the common stock issued as a loss from extinguishment of debt which amounted to $23,376, and upon conversion of convertible notes to common shares, on the conversion dates, the Company revalued the derivative liabilities and recorded a gain from extinguishment of debt of $16,256 related to the removal of derivative liabilities, for a net loss on extinguishment of debt of $7,120. In summary, the net loss on extinguishment of debt upon the conversion of debt to common shares of $23,376 plus the gain on extinguishment of debt of $16,256 aggregates to a net loss on extinguishment of debt of $7,120 which is reflected on the accompanying unaudited consolidated statement of operations for the three months ended December 31, 2022.

	·	During the three months ended March 31, 2023, the Company issued 284,667,833 shares of the Company’s common stock to a note holder upon the conversion of $11,750 of principal amount, $4,980 of accrued interest and $350 of conversion fee, pursuant to the conversion terms of the convertible notes which contained embedded derivatives (see Note 4). The Company valued these shares of common stock at fair value of $0.00005 per share, or $14,233, based on the quoted trading price on the date of the conversions. Accordingly, the Company recorded the difference between the converted amount and the fair value of the common stock issued as a gain from extinguishment of debt which amounted to $2,846, and upon partial conversion of the convertible note to common shares, on the conversion date, the Company revalued the derivative liabilities and recorded a gain from extinguishment of debt of $434 related to the removal of derivative liabilities, for a net gain on extinguishment of debt of $3,280. The net gain on extinguishment of debt upon the conversion of debt to common shares of $3,280 is reflected on the accompanying unaudited consolidated statement of operations for the three months ended March 31, 2023.

	·	During the three months ended June 30, 2023, the Company issued 372,111,833 shares of the Company’s common stock to a note holder upon the conversion of $15,250 of principal amount, $6,727 of accrued interest and $350 of conversion fee, pursuant to the conversion terms of the convertible notes which contained embedded derivatives (see Note 4). The Company valued these shares of common stock at fair value of $0.00005 per share, or $14,884, based on the quoted trading price on the date of the conversions. Accordingly, the Company recorded the difference between the converted amount and the fair value of the common stock issued as a loss from extinguishment of debt which amounted to $14,884, and upon partial conversion of the convertible note to common shares, on the conversion date, the Company revalued the derivative liabilities and recorded a gain from extinguishment of debt of $10,380 related to the removal of derivative liabilities, for a net loss on extinguishment of debt of $4,504. The net loss on extinguishment of debt upon the conversion of debt to common shares of $4,504 is reflected on the accompanying unaudited consolidated statement of operations for the three months ended June 30, 2023.

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JUNE 30, 2023

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Common Stock Issued for Professional Services

	·	During the nine months ended June 30, 2022, the Company issued an aggregate of 100,000,004 shares of the Company’s common stock to two consultants, pursuant to a consulting agreement dated March 14, 2022 (see Note 9 and see below “Common Stock Issued for Services”), with aggregate grant date fair value of $20,000 or $0.0002 per share which was recorded as deferred compensation and is being amortized over a three-month period. During the nine months ended June 30, 2022, the Company amortized $20,000 of the deferred compensation, recorded as consulting fee in the accompanying unaudited consolidated statement of operations. As of June 30, 2022, the deferred compensation was fully amortized.

	·	During the three months ended December 31, 2022, the Company issued an aggregate of 99,999,999 shares of the Company’s common stock to two consultants, pursuant to a consulting agreement dated March 14, 2022 (see Note 8) with aggregate grant date fair value of $15,000 or $0.0001 to $0.0002 per share, based on the quoted trading price of the Company’s common stock. During the three months ended December 31, 2022, the Company recorded stock-based professional fees of $15,000 on the accompanying unaudited consolidated statement of operations.

	·	During the three months ended March 31, 2023, the Company issued an aggregate of 99,999,999 shares of the Company’s common stock to two consultants, pursuant to a consulting agreement dated March 14, 2022 (see Note 8) with aggregate grant date fair value of $8,333, or $0.00005 to $0.0001 per share, based on the quoted trading price of the Company’s common stock. During the three months ended March 31, 2023, the Company recorded stock-based professional fees of $8,333 on the accompanying unaudited consolidated statement of operations.

As of June 30, 2023, the Company had 9,252,786,994 common stock outstanding of which 341,339,667 shares are unissued.

Stock Warrants

A summary of outstanding stock warrants as of June 30, 2023 and September 30, 2022, and changes during the period ended are presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance on September 30, 2022		1,600,000		$	0.061		1.65
Cancelled		(400,000	)		—		—
Balance on June 30, 2023		1,200,000		$	0.061		0.96

Warrants exercisable on June 30, 2023		1,200,000		$	0.061		0.96

Weighted average fair value of warrants granted during the period		-		$	0.00

In October 2019, the Company granted warrants to purchase 1,200,000 of the Company’s common stock in connection with the issuance of a convertible note (see Note 4). The warrant expires five years from the date of grant and has an exercise price of $0.015. The exercise price and the number of warrants is subject to adjustment pursuant to anti-dilution protection provision and other provisions as defined in the stock warrant agreement.

The Company accounted for all outstanding warrants as a derivative liability since there were not enough authorized shares to cover all common stock equivalents (See Note 4 under Derivative Liabilities Pursuant to Convertible Notes and Warrants above).

2017 Stock Incentive Plan

In February 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 major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company. As of June 30, 2023, no stock has been issued under this plan.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Employment Agreement

In October 2015, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Brian Lukow, the CEO of the Company. As compensation for his services per the terms of the Employment Agreement, the Company shall pay $5,000 per month and 20,000 shares of the Company’s common stock per month. 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 of June 30, 2023 and September 30, 2022, accrued salaries to Mr. Lukow amounted to $111,456 and $81,556, respectively, and was included in accounts payable and accrued liabilities - related party in the accompanying unaudited consolidated balance sheets (see Note 6).

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JUNE 30, 2023

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Corporate Director Agreements

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

Operating Agreement

On February 2, 2022, the Company and RA Production, Inc (“RA Production”) (collectively as “Parties”) entered into an Operating Agreement with Boss Music and Entertainment, LLC (“BME”), a Delaware limited liability company. Pursuant to the Operating Agreement, the Company has 50% interest in BME and shall contribute a total of $1,000,000 of towards the BME capital account payable as follows: (i) $200,000 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 June 30, 2023, of the total $200,000 only $7,500 of capital contribution had been paid which was recorded as a loss on equity method investment during fiscal 2022. This project was abandoned and no additional contributions will be made to BME.

Consulting Agreements

In October 2016, the Company entered into a video production agreement with a third-party vendor. The vendor provided production and post-production services to the Company. The fees for such services were cash payment of $15,000 and 100,000 shares of the Company’s common stock. The Company paid $15,000 during the fiscal year ended September 30, 2017. As of June 30, 2023 and September 30, 2022, the Company has not issued the 100,000 shares, but has accrued the value of the 100,000 shares of common stock upon completion of the services which amounted to $4,000 which was included in accounts payable and accrued liabilities as reflected on the accompanying unaudited consolidated balance sheets.

On March 14, 2022, the Company entered into a consulting agreement with two consultants (collectively as “Parties”) with a twelve-month term which shall end in March 2023. Pursuant to the consulting agreement the Company shall issue an aggregate of 400,000,000 shares of common stock over the twelve-month of the agreement. The Company issued an aggregate of 100,000,004 shares of common stock to with an aggregate grant date fair value of $20,000, to the consultants upon the close of the agreement which was recorded as deferred compensation (see Note 8) which was fully amortized during the nine months ended June 30, 2022. In addition, pursuant to the consulting agreement, the Company shall issue an aggregate of 299,999,996 shares of common stock to the consultants, over a nine-month period commencing on June 1, 2022. During the nine months ended June 30, 2022, the Company granted 133,333,332 shares of commons stock with grant date fair value of $16,668 in connection with this consulting agreement. During the nine months ended June 30, 2023, the Company granted 199,999,998 shares of commons stock with grant date fair value of $23,333 in connection with this consulting agreement.

NOTE 9 – PLAN OF MERGER

On April 21, 2023, the Company and AFOM Acquisition, Inc., a Delaware corporation (“Acquisition”) and newly formed wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Agreement”) with All Entertainment Media Group, Inc., a Delaware corporation (“AEMG”). AEMG is a content creation and marketing company headquartered in New York. Comprising of three core divisions - PODs Entertainment Group, EMG Music Group, and Terry D Films. Notably, AEMG's podcast division ranks among the top 3% of all podcasts globally according to Listen Notes, an independent podcast database. In August 2022, AEMG released its first feature film, 17 DAYS, which quickly became one of Tubi's "Most Popular Movies." Management believes that AEMG will be able to expand its audience and media coverage as a public company in determining to combine with AFOM and is poised for growth following the closing.

Under the terms of the Agreement, subject to the satisfaction of certain closing conditions, Acquisition will acquire AEMG by merger of Acquisition with and into AEMG, with AEMG as the surviving corporation (the “Merger”). At the Effective Time of the Merger. all of the issued and outstanding share capital of AEMG will be exchanged for an aggregate of 7,000,000 shares of Company common stock, par value $0.001 per share, (the “Common Stock”), after giving effect to a 2,854.18:1 reverse split (the “Reverse Split”) of the outstanding shares of Common Stock. In addition to the Reverse Split, the Agreement contains various additional conditions, which, unless waived, will be required to be satisfied prior to closing, including continued accuracy of representations and warranties of the parties, approval by the Company, no violations of law, no actions brought by any third party to enjoin the transactions, all legal and regulatory approvals will have been obtained, and approval by the boards of directors of the Company, Acquisition and AEMG. Exchange agreements with debt holders of the Company under which the holders will exchange all Company debt for Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Stock”) of the Company, unless a lesser percentage is accepted by the Company and AEMG, and a minimum of $500,000 of investment or bridge financing shall be available upon terms and subject to conditions acceptable to the parties are also required prior to closing. Although there can be no assurance of approval by the principal holder of the Company’s convertible debt, such approval has been sought and is anticipated, provided the terms of the Merger are acceptable, the other closing conditions are satisfied, and the remaining debt holders agree to exchange their debt for Series B Stock.

In addition, prior to closing the Company is required to have received a copy of audited financial statements of AEMG prepared in accordance with US GAAP for each of the two most recently completed fiscal years and unaudited financial statements for any interim period for filing with the SEC. Prior to execution of the Agreement, the Company and AEMG entered into a Letter of Intent dated as of March 10, 2023, under which the Company advanced $25,000 of bridge loans for preparation of financial statements and preparation for the Merger and the Company entered into a Securities Purchase Agreement (the “SPA”) and 12% Redeemable Bridge Note due March 10, 2024 in the amount of $70,000 ($67,000 with a $3,000 original issue discount) from a lender in preparation for the transactions contemplated (See Note 5). In April 2023, the Company advanced AEMG an additional $25,000 under the 12% Redeemable Bridge Note. Upon closing of the Merger, unless repaid, the lender will have the right to convert the loan into additional Series B Stock.

In connection with a and related Letter of Intent signed in March 2023 and Plan of Merger, the Company advanced $50,000 of bridge loans for preparation of financial statements and preparation for the Merger. The pending acquisition was abandoned and accordingly, in June 2023, the Company wrote off the deposits made to the target company, which is reflected as a loss on abandonment of acquisition on the accompanying unaudited consolidated statement of operations for the nine months ended June 30, 2023.

NOTE 10 - SUBSEQUENT EVENTS

Issuance of Common Stock

From July 1, 2023 to September 1, 2023, the Company issued an aggregate of 72,000 shares of common stock to officers and directors as stock-based compensation with grant date fair values ranging from $0.00005 and $0.0001 per share, based on the quoted trading price of the Company’s common stock.

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

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.

Overview

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 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 June 30, 2023 and September 30, 2022, the Company owns approximately 70% of CFTB Movie, the Company’s majority owned subsidiary.

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 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.

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

On January 17, 2020, our parent entity, entered into a Stock Purchase and Sale Agreement with, our subsidiary, Carmel Valley Productions Inc. 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, for a total purchase price of $50,000.

On 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 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), 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 actual, direct, arms-length expenses (“distribution expenses”), 100% of the backed participation shall go to the Company. Further, Quiver shall earn a distribution fee of 20%, increasing to 30% once Quiver has returned $400,000 to the Company. As of June 30, 2023, Quiver had not yet recouped their distribution expenses and we have not realized any revenue.

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The film, Drama 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.

This first 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.

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

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

We are currently exploring opportunities to expand the Drama Drama brand and have held several talks about short or long form sequels as well as new Drama Drama recordings and Music Videos. In 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.

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

In addition, the Company is developing a new Screen Play, with the expectation that it may produce in FY 2023 and completing a sizzle reel for the Dream Street documentary which may be released in Q3 2023, if funds are available.

Results of Operations

Comparison for the Three and Nine Months Ended June 30, 2023, and 2022:

Net Revenues

The Company principally engaged in content development of media targeted at the “tween” demographic consisting of children between the ages of seven and fourteen.

·	During the three months ended June 30, 2023 and 2022, we generated minimal revenues of $2,561 and $3,244, respectively, from streaming music sales.

·	During the nine months ended June 30, 2023 and 2022, we generated minimal revenues of $7,010 and $6,727, respectively, from streaming music sales.

Operating Expenses

For the three and nine months ended June 30, 2023, and 2022, operating expenses consisted of the following:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Compensation and related expenses	$	26,005	$	24,008	$	74,016	$	72,052
Professional and consulting expenses		10,611		33,312		108,494		161,470
General and administrative expenses		13,667		27,542		65,797		200,808
Total	$	50,283	$	84,862	$	248,307	$	434,330

Compensation expense:

·	For the three months ended June 30, 2023, compensation expense increased by $1,997 or 8.32%, as compared to the three months ended June 30, 2022.

·	For the nine months ended June 30, 2023, compensation expense increased by $1,964, or 2.73%, as compared to the nine months ended June 30, 2022.

Professional and consulting expense:

·	For the three months ended June 30, 2023, professional and consulting expenses decreased by $22,7014, or 68.1%, as compared to the three months ended June 30, 2022. The decrease was primarily attributable to cost-cutting measures.

·	For the nine months ended June 30, 2023, professional and consulting expenses decreased by $52,976, or 32.8%, as compared to the nine months ended June 30, 2022. The decrease was primarily attributable to cost-cutting measures.

General and administrative expense:

·	For the three months ended June 30, 2023, general and administrative expenses decreased by $13,875, or 50.4%, as compared to the three months ended June 30, 2022. The decrease was primarily attributable to cost-cutting measures.

·	For the nine months ended June 30, 2023, general and administrative expenses decreased by $135,011, or 67.2%, as compared to the nine months ended June 30, 2022. The decrease was primarily attributable to cost-cutting measures including a decrease in marketing expense of $126,952.

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Other Income (Expenses), net

·	For the three months ended June 30, 2023, we had total other expenses, net of $(42,950) as compared to total other income, net of $4,687,407 for the three months ended June 30, 2022, a negative change of $4,230,544, or 96.0%. This change was primarily due to a decrease in gain on change in fair value of derivative liabilities of $4,242,471, a decrease in gain on extinguishment of debt of $600,584, and a decrease in interest expense of $149,521. Additionally, during the three months ended June 30, 2023, the Company recorded a loss on abandonment of acquisition of $50,000.

·	For the nine months ended June 30, 2023, we had total other (loss) income, net of $(25,108) as compared to total other income, net of $6,868,645 for the nine months ended June 30, 2022, a negative change of $7,083,753, or 103.1%. This change was primarily due to a decrease in gain on change in fair value of derivative liabilities of $6,501,333, a decrease in gain on debt modification of $764,999, offset by a decrease in initial derivative expense of $135,670, a decrease in gain on extinguishment of debt of $520,601, and a decrease in interest expense of $751,930.

Net (Loss) Income

·	For the three months ended June 30, 2023, net loss amounted to $90,672 as compared to net income of $4,605,789 for the three months ended June 30, 2022, a decrease of $4,696,461, or 102.0% resulting from changes discussed above. For the three months ended June 30, 2023, net loss attributable to All For One Media Corp. amounted to $90,672, or $0.00 per share (basic and diluted), compared to net income attributable to All For One Media Corp. of $4,605,319, or $0.00 per share (basic and diluted) for the three months ended June 30, 2022, a decrease of $4,695,991, or 102.0% resulting from changes discussed above.

·	For the nine months ended June 30, 2023, net (loss) amounted to $(456,405) as compared to a net income of $6,441,042 for the nine months ended June 30, 2022, a negative change of $6,897,447, or 107.0% resulting from changes discussed above. For the nine months ended June 30, 2023, net loss attributable to All For One Media Corp. amounted to $(454,142), or $(0.00) per share (basic and diluted), compared to net income attributable to All For One Media Corp. of $6,451,551, or $0.00 per share (basic and diluted) for the nine months ended June 30, 2022, a negative change of $6,905,693, or 107.0% resulting from changes discussed above.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working capital deficit of $15,924,473 and cash of $1,779 as of June 30, 2023, and a working capital deficit of $15,587,845 and cash of $98,612 as of September 30, 2022.

	June 30, 2023			September 30, 2022			Change			Percentage Change
Working capital deficit:
Total current assets	$	7,645		$	105,475		$	(97,830	)		(92.8	)%
Total current liabilities		(15,932,118	)		(15,693,320	)		(238,798	)		(1.5	)%
Working capital deficit:	$	(15,924,473	)	$	(15,587,845	)	$	(336,628	)		(2.2	)%

The decrease in working capital deficit was primarily attributable to a decrease in current assets of $97,830 and an increase in current liabilities of $238,7981 primarily attributable to a decrease in derivative liabilities.

As of June 30, 2023, we had $2,805,637 of gross convertible notes and $2,540,411 of gross notes payable outstanding. As of June 30, 2023, we had defaulted on 7 of these convertible notes payable with aggregate outstanding principal amount of $1,102,821.

Cash Flows

Changes in our cash balance are summarized as follows:

	Nine Months Ended June 30,
	2023			2022
Net cash used in operating activities	$	(112,833	)	$	(399,066	)
Net cash used in investing activities		-			(7,500	)
Net cash provided by financing activities		16,000			326,250
Net change in cash	$	(96,833	)	$	(80,316	)

Net Cash Used in Operating Activities

Net cash used in operating activities was $112,833 for the nine months ended June 30, 2023, as compared to $399,066 for the nine months ended June 30, 2022, a decrease of $286,233, or 71.7%.

·	Net cash used in operating activities for the nine months ended June 30, 2023 primarily reflected our net loss of $456,405, adjusted for the add-back on non-cash items such as amortization of debt discounts of $89,719, stock-based compensation expense of $16, stock-based professional fees of $23,333, loss from extinguishment of debt of $8,343, gain on change in fair value of derivative liabilities of $410,653, and non-cash interest expense of $1,400, and changes in operating asset and liabilities consisting primarily of a decrease in prepaid expenses of $50,997, increase in accounts payable and accrued liabilities of $100,280, and an increase in accrued interest of $476,304.

·	Net cash used in operating activities for the nine months ended June 30, 2022 primarily reflected our net income of $6,441,042 adjusted for the add-back on non-cash items such as amortization of debt discounts of $801,211, stock-based compensation expense of $61, amortization of common stock issued for prepaid services of $20,000, common stock issued to consultants of $3,334, loss from extinguishment of debt of $512,257, gain on change in fair value of derivative liabilities of $7,047,656, gain on debt modification of $764,999, non-cash interest expense of $5,950, initial derivative expense of $135,670, loss of equity investee of $1,250 and changes in operating asset and liabilities consisting primarily of a decrease in prepaid and other current assets of $5,996, decrease in accounts payable and accrued liabilities of $1,352 offset by an increase in accounts payable and accrued liabilities - related party of $500 and increase in accrued interest of $512,184.

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Net Cash Used in Investing Activities

Net cash used in investing activities for the nine months ended June 30, 2023 and 2022 were $0 and $7,500, respectively, a decrease of $7,500 or 100%. Net cash used by investing activities for nine months ended June 30, 2022, resulted from contributions to Boss Music and Entertainment in aggregate amount of $7,500, which is an investment accounted for using the equity method.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $16,000 for the nine months ended June 30, 2023, as compared to $326,250 for the nine months ended June 30, 2022, a decrease of $310,250, or 95.1%.

·	Net cash provided by financing activities for nine months ended June 30, 2022, consisted of net proceeds from loan payable of $15,000 and advances from a related party of $1,000.

·	Net cash provided by financing activities for nine months ended June 30, 2022, consisted of net proceeds from convertible notes payable of $276,250, proceeds from loan payable of $50,000 and net proceeds from a note payable of $50,000, offset by repayment of loan payable of $50,000.

Cash Requirements

We currently have no external sources of liquidity, such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital. We require additional financing to fund our current operations for fiscal 2023. There is no assurance that we will be able to obtain additional financing on acceptable terms or at all.

If we 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.

Going Concern

The accompanying unaudited 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 unaudited consolidated financial statements, for the nine months ended June 30, 2023 and 2022, the Company had net (loss) income of $(456,405) and $6,441,042, and net cash used in operations of $112,833 and $399,066, respectively. The net income for the nine months ended June 30, 2022 was primarily a result of the non-cash net gain from derivative liabilities of $7,047,656. Additionally, the Company had an accumulated deficit of $26,162,405, a working capital deficit of $15,924,473 and a stockholders’ deficit of $16,061,973 as of June 30, 2023. As of June 30, 2023, the Company had $2,805,637 of gross convertible notes and $2,540,411 of gross notes payable outstanding. Additionally, as of June 30, 2023, the Company had defaulted on certain convertible notes payable with aggregate outstanding principal amount of $1,102,821. 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.

Critical Accounting Policies

The 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.

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 fair value of common stock issued for services, the valuation of derivative liabilities, the valuation of stock-based compensation and the valuation of deferred tax assets.

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Fair Value Measurements and Fair Value of Financial Instruments

FASB 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 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).

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 unaudited 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.

In August 2018, the FASB 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. 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 June 30, 2020, the Company adopted ASU 2018-13. This guidance did not have a material impact on its consolidated financial statements.

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.

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.

Stock-Based Compensation

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.

Revenue Recognition

The Company adopted and implemented 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.

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.

Recent Accounting Pronouncements

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to include disclosure under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were not effective as of June 30, 2023.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending legal proceedings against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to include disclosure under this item. We refer readers to our Form 10-K for additional risk factor disclosures.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Except for provided below, all unregistered sales of our securities during the three months ended June 30, 2023, were previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

During the three months ended June 30, 2023, the Company issued an aggregate of 60,000 shares of the Company’s common stock to the CEO as payment for services rendered pursuant to an Employment agreement. The Company valued these common shares at fair value ranging from $0.00005 to 0.0001 per common share, or $5, based on the quoted trading price on the dates of grants. The Company recorded stock-based compensation of $5 during the three months ended June 30, 2023. Additionally, during the three months ended June 30, 2023, the Company issued an aggregate of 12,000 shares of the Company’s common stock to two directors of the Company as payment for services rendered pursuant to corporate director agreements (see Note 8). The Company valued these common shares at fair value ranging from $0.00005 to $0.0001 per common share or $1 based on the quoted trading price on the dates of grants. The Company recorded stock-based compensation of $1 during the three months ended June 30, 2023.

During the three months ended June 30, 2023, the Company issued 372,111,833 shares of the Company’s common stock to a note holder upon the conversion of $15,250 of principal amount, $6,727 of accrued interest and $350 of conversion fee, pursuant to the conversion terms of the convertible notes which contained embedded derivatives.

These issuances were made in reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act as the common stock was issued in exchange for debt securities of the Company held by the Investor, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation, and the transactions did not involve a public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company is in Default on the Convertible Notes Below:

On 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. 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 June 30, 2023 and September 30, 2022, the principal balance of this note was $121,518.

On September 25, 2017, the Company issued 12% Convertible Promissory Notes for principal borrowings of up to $110,000. The note is unsecured, bears an interest rate of 12% per annum and matured in June 2018. This note is currently in default and $80,248 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 June 30, 2023 and September 30, 2022, the principal balance of this note was $190,248.

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On November 27, 2018, the Company issued a 12% Convertible Promissory Note with a certain note holder for principal borrowings of up to $250,000. The note is unsecured, bears an interest rate of 12% per annum and matured on May 27, 2019. This note is currently in default for non-payment and $115,294 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. During the nine months ended June 30, 2021, the Company issued an aggregate of 493,005,626 shares of common stock to the note holder upon the conversion of accrued interest of $33,142 and conversion fee of $2,000. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $330,556.

On July 12, 2019, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $125,000 and received proceeds of $118,750, net of discount. The note is unsecured, bears an interest rate of 10% per annum and matured on June 12, 2020. This note is currently in default for non-payment and $12,500 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 June 30, 2023 and September 30, 2022, the principal balance of this note was $137,500.

On September 5, 2019, the Company issued a 10% Convertible Promissory Note with a certain note holder for principal borrowings of up to $220,000 and received proceeds of $209,000, net of discount. The note is unsecured, bears an interest rate of 10% per annum and matured on September 5, 2020. This note is currently in default for non-payment and $22,000 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. During the nine months ended June 30, 2021, the Company issued an aggregate of 118,918,182 shares of common stock to the note holder upon the conversion of $2,900 of principal amount and accrued interest of $370. During the year ended September 30, 2022, the Company issued an aggregate of 608,872,909 shares of common stock to the note holder upon the conversion of $22,100 of principal balance and accrued interest of $11,388. As of June 30, 2023 and September 30, 2022, the principal balance of this note was $217,000.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Number		Description

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).

* Filed herewith

** Furnished herewith.

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SIGNATURES

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

	ALL FOR ONE MEDIA CORP.

Date: October 13, 2023	By:	/s/ Brian Lukow
	Name:	Brian Lukow
	Title:	Chief Executive Officer (Principal Executive Officer)
		Chief Financial Officer (Principal Financial and Accounting Officer)

ALL FOR ONE MEDIA CORP. 10-Q