Results of Operations

For the year ended September 30, 2019 compared to the year ended September 30, 2018:





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 year ended September 30, 2019, we generated minimal revenues of $6,603, from streaming music sales as compared to $5,258 for the year ended September 30, 2018.





Operating Expenses


Total operating expenses for the year ended September 30, 2019 as compared to the year ended September 30, 2018, were approximately $4,694,000 and $934,000, respectively. The approximately $3,760,000 or 402% increase in operating expenses for the year ended September 30, 2019 is primarily comprised of an increase in impairment of film cost of $3,284,000, professional and consulting fees of approximately $531,000 or 173% primarily related to stock based consulting fees, increase of approximately of $284,000 or 217% in general and administrative expenses due to increase advertising, marketing expenses and travel expenses offset by decrease of approximately of $339,000 or 68% in compensation due to the termination of the employment agreement of our former COO during the year ended September 30, 2019.





Other Expenses, net


Total other income (expense), net, for the years ended September 30, 2019 and 2018 were approximately $(2,811,000) and $(430,000), respectively, an increase of $2,381,000 or 554%. The increase in other expense is the primary result of the increase in recognition of derivative expense of approximately $2,878,000, an increase in interest expense of $1,418,000 in connection with the issuance of convertible notes, increase in offering cost of $40,000, offset by the increase in gain from the change in fair value of derivative liabilities of approximately $1,754,000, increase profit interest recovery of $1,225,000 and increase in gain from extinguishment of debt of $2,437,000.





Net Loss


We reported a net loss attributable to All For One Media Corp. of approximately $(7,113,000) or $(0.10) per common share - basic and diluted for the year ended September 30, 2019, as compared to $(1,141,000) or $(0.03) per common share - basic and diluted, respectively, for the year ended September 30, 2018 as a result of the discussion above.






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Working Capital



                           September 30,       September 30,
                               2019                2018
Current assets            $       155,586     $       131,849
Current liabilities             9,905,776           6,587,971
Working capital deficit   $     9,750,190     $     6,456,122

We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party.





Going Concern Consideration


As reflected in the accompanying unaudited consolidated financial statements, the Company has no significant revenue generating operations and has an accumulated deficit of approximately $15.7 million. In addition, there is a working capital deficiency of approximately $9,750,190 and a stockholder's deficiency of approximately $9,625,000 as of September 30, 2019. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Liquidity and Capital Resources





                                                     Years ended
                                                    September 30,
                                                2019             2018

Net Cash Used in Operating Activities $ (1,824,645 ) $ (1,008,234 ) Net Cash Provided by Investing Activities 25,000

                -

Net Cash Provided by Financing Activities 1,844,337 956,793 Net Increase (Decrease) in Cash

$     44,692     $    (51,441 )

Net cash used in operating activities was approximately $1,825,000 for the year ended September 30, 2019 as compared to approximately $1,008,000 for the year ended September 30, 2018. During the year ended September 30, 2019 cash was used as follows:





    ·   net loss was approximately $7,499,000, and
    ·   an increase in our film cost of approximately $68,000,
    ·   an increase in our prepaid expenses and other current assets of
        approximately $19,000,
    ·   an increase in deposit of $25,000,
    ·   a decrease in our total accounts payable and accrued liabilities of
        approximately 167,000,
    ·   an increase in total accrued interest of approximately $287,000, and
    ·   non-cash operating expense of amortization of approximately
        $3,056,000, total impairment expense of $3,324,000, stock-based
        compensation of approximately $561,000, derivative expense of
        $4,692,000, and
    ·   non-cash other income resulting from the change in fair value of
        derivate liabilities of approximately $2,306,000, profit interest
        recovery of $1,225,000 and gain from extinguishment of debt of
        $2,437,000.





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During the year ended September 30, 2018 cash was used as follows:





    ·   net loss was approximately $1,359,000, and
    ·   a decrease in our prepaid expenses and other current assets of
        approximately $106,000,
    ·   an increase in our film cost of approximately $632,000, partially
        offset by $347,900 due to the release agreement,
    ·   an increase in our total accounts payable and accrued liabilities of
        approximately $175,000,
    ·   an increase in total accrued interest of approximately $110,000, and
    ·   non-cash operating expense of amortization of approximately
        $1,433,928, stock-based compensation of approximately $394,000,
        stock-based debt forbearance fee of $22,000, derivative expense of
        $1,814,000 and
    ·   non-cash other income resulting from the change in fair value of
        derivative liabilities of $4,060,000.



Net cash provided by investing activities for the year ended September 30, 2019 was approximately $25,000 as compared to approximately $0 for the year ended September 30, 2018. During the year ended September 30, 2019, we received proceeds from sale of membership interest of $125,000 offset by payment of $100,000 for advances on film rights.

Net cash provided by financing activities for the year ended September 30, 2019 was approximately $1,844,000 as compared to approximately $957,000 for the year ended September 30, 2018. During the year ended September 30, 2019, we received proceeds of approximately $3,841,000 from the issuance of convertible notes and promissory note and sale of common stock of approximately $5,100 offset by repayments of $2,002,000 on our loans, convertible notes and nonconvertible note. During the year ended September 30, 2018, we received proceeds of approximately $1,463,000 from the issuance of convertible notes, nonconvertible note and loans offset by repayments of $506,000 on our loans, convertible notes and nonconvertible note.

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 expect to require additional financing to fund our current operations for the remainder of fiscal 2019. 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.





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 revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, stock-based compensation, valuation of derivative liabilities, and fair value of common stock issued.






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Fair value of financial instruments

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

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





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



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





Stock-Based Compensation



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

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





Film 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. 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.






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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 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)



Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance revises the accounting related to leases by requiring lessees to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions. This ASU is effective for annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company does not believe the guidance will have a material impact on its consolidated financial statements.

In November 2016, the FASB issued new guidance on restricted cash on the statement of cash flows. The new guidance requires the classification and presentation of changes in restricted cash and cash equivalents in the statement of cash flows. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending balances shown on the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company early adopted ASU 2016-18, and its adoption did not have a material impact on the Company's consolidated financial statements.






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In July 2017, the 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, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception." The ASU was issued to address the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. The ASU, among other things, eliminates the need to consider the effects of down round features when analyzing convertible debt, warrants and other financing instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The amendments are effective for fiscal years beginning after December 15, 2018 and should be applied retrospectively. Early adoption is permitted, including adoption in an interim period. The Company believes the guidance did not have a material impact on its consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07 "Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting." These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company's adoption date of Topic 606, Revenue from Contracts with Customers. The Company believes the guidance did not have a material impact on its consolidated financial statements.

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. The Company will be evaluating the impact this standard will have on the Company's 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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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