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


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." The Company's former operations were in the business of acquiring, training, and reselling horses with an emphasis in the purchase of thoroughbred weanlings or yearlings that were resold as juveniles.

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 September 30, 2022 and 2021, the Company owns approximately 70% of CFTB Movie, the Company's majority owned subsidiary.

In May 2017, the Company entered into an Assignment and Transfer Agreement with Crazy for the Boys GA LLC ("CFTB GA"), a company organized in the state of Georgia, whereby CFTB GA assigned and transferred all ownership, asset rights and other interest in CFTB GA to CFTB Movie. CFTB GA was created for the sole purpose of producing the 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.






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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 December 31, 2022, Quiver had not yet recouped their distribution expenses and we have not realized any revenue.

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 has held several talks about a short or long form sequels 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 will be produced in FY 2023 and completing a sizzle reel for the Dream Street documentary which will be released in Q2 2023.





Results of Operations


Comparison for the Three Months Ended December 31, 2022, and 2021:





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 December 31, 2022 and 2021, we generated
    minimal revenues of $2,402 and $2,313, respectively, from streaming music
    sales.





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Operating Expenses



For the three months ended December 31, 2022, and 2021, operating expenses
consisted of the following:



                                        For the Three Months Ended
                                               December 31,
                                           2022               2021
Compensation expense                  $       24,006       $   24,040
Professional and consulting expense           65,261           79,220
General and administrative expense            37,863           92,384
Total                                 $      127,130       $  195,644




Compensation expense:



·   For the three months ended December 31, 2022, compensation expense decreased
    by $34, or less than 1%, as compared to the three months ended December 31,
    2021. The decrease was primarily attributable to a decrease in stock-based
    compensation.



Professional and consulting expense:





·   For the three months ended December 31, 2022, professional and consulting
    expense decreased by $13,959, or 17.6%, as compared to the three months ended
    December 31, 2021. The decrease was primarily attributable to a decrease in
    investors relations of $26,302, a decrease in consulting fees of $22,434, and
    a decrease in legal fees of $2,913, offset by an increase in stock-based
    consulting fees of $15,000, and an increase in accounting fees of $22,690.



General and administrative expense:





·   For the three months ended December 31, 2022, general and administrative
    expense decreased by $54,521, or 59.0%, as compared to the three months ended
    December 31, 2021. The decrease was primarily attributable to a decrease in
    marketing expense of $55,137.




Other Income (Expenses), net



· For the three months ended December 31, 2022, we had total other income, net


    of $882,063 as compared to total other income, net of $5,535,629 for the
    three months ended December 31, 2021, a decrease of $4,653,566, or 84.1%.
    This decrease was primarily due to a decrease in gain on change in fair value
    of derivative liabilities of $4,268,604 and a decrease in gain on debt
    modification of $764,999, offset by a decrease in initial derivative expense
    of $123,743, a decrease in loss on extinguishment of debt of $41.450, and a
    decrease in interest expense of $214,844.




Net Income



· For the three months ended December 31, 2022, net income amounted to $757,335


    as compared to net income of $5,342,298 for the three months ended December
    31, 2021, a decrease of $4,584,963, or 85.8% resulting from changes discussed
    above. For the three months ended December 31, 2022, net income attributable
    to All For One Media Corp. amounted to $758,467, or $0.00 per share (basic
    and diluted), compared to net income attributable to All For One Media Corp.
    of $5,343,417 or $0.00 per share (basic and diluted) for the three months
    ended December 31, 2021, a decrease of $4,584,950, or 85.1% 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 $14,770,520 and cash of $15,382 as of December 31, 2022, and a working capital deficit of $15,587,845 and cash of $98,612 as of September 30, 2022.





                            December 31,      September 30,                     Percentage
                                2022               2022           Change          Change

Working capital deficit: Total current assets $ 21,913 $ 105,475 $ (83,562 ) (79.2 )% Total current liabilities (14,792,433 ) (15,693,320 ) 900,887

              5.7 %
Working capital deficit:    $ (14,770,520 )   $  (15,587,845 )   $ 817,325              5.2 %





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The decrease in working capital deficit was primarily attributable to a decrease in current assets of $83,562 and a decrease in current liabilities of $900,887 primarily attributable to a decrease in derivative liabilities.

As of December 31, 2022, we had $2,832,637 of gross convertible notes and $2,472,500 of gross notes payable outstanding. As of December 31, 2022, we had defaulted on 6 of these convertible notes payable with aggregate outstanding principal amount of $1,047,821.





Cash Flows


Changes in our cash balance are summarized as follows:





                                               Three Months Ended
                                                  December 31,
                                              2022           2021

Net cash used in operating activities $ (83,230 ) $ (211,828 ) Net cash provided by financing activities

           -        224,000
Net change in cash                          $ (83,230 )   $   12,172

Net Cash Used in Operating Activities

Net cash used in operating activities was $83,230 for the three months ended December 31, 2022, as compared to $211,828 for the three months ended December 31, 2021, a decrease of $128,598, or 60.7%.

· Net cash used in operating activities for the three months ended December 31,


    2022 primarily reflected our net income of $757,335 adjusted for the add-back
    on non-cash items such as amortization of debt discounts of $64,519,
    stock-based compensation expense of $6, stock-based professional fees of
    $15,000, loss from extinguishment of debt of $7,120,  gain on change in fair
    value of derivative liabilities of $1,116,376, and non-cash interest expense
    of $700, and changes in operating asset and liabilities consisting primarily
    of a decrease in prepaid expenses of $332, increase in accounts payable and
    accrued liabilities of $26,160, and an increase in accrued interest of
    $161,974.

· Net cash used in operating activities for the three months ended December 31,


    2021 primarily reflected our net income of $5,342,298 adjusted for the
    add-back on non-cash items such as amortization of debt discounts of
    $273,310, stock-based compensation expense of $49, loss from extinguishment
    of debt of $48,570, gain on change in fair value of derivative liabilities of
    $5,384,980, gain on debt modification of $764,999, non-cash interest expense
    of $2,100, initial derivative expense of $123,743 and changes in operating
    asset and liabilities consisting primarily of an increase in prepaid and
    other current assets of $12,168, increase in accounts payable and accrued
    liabilities - related party of $500 and increase in accrued interest of
    $166,626 offset by a decrease in accounts payable and accrued liabilities of
    $6,877.



Net Cash Provided by Financing Activities

Net cash provided by financing activities was $0 for the three months ended December 31, 2022, as compared to $224,000 for the three months ended December 31, 2021, a decrease of $224,000, or 100.0%.

· Net cash provided by financing activities for three months ended December 31,


    2021, consisted of net proceeds from convertible notes payable of $224,000
    and proceeds from note payable of $50,000 offset by payments of note 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.






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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, the Company had net income loss of $757,335 and $5,343,417 for the three months ended December 31, 2022 and 2021, net cash used in operations of $83,230 and $211,828, respectively, for the three months ended December 31, 2022 and 2021, respectively. The net income for the three months ended December 31, 2022, was primarily a result of the non-cash gain from change in fair value of derivative liabilities of $1,116,376. Additionally, the Company had an accumulated deficit of $24,949,796, working capital deficit of $14,770,520 and a stockholders' deficit of $14,908,020 as of December 31, 2022. As of December 31, 2022, the Company had $2,832,637 of gross convertible notes and $2,472,500 of gross notes payable outstanding. These matters raise substantial doubt about the Company's ability to continue as a going concern for twelve months from the issuance date of this report. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future such as selling the completed Movie and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations.

The 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.





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.

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: 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.





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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 March 31, 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


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.





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.






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Recent Accounting Pronouncements

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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