UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
AMENDMENT
NO. 3
To
FORM
10/A
GENERAL
FORM FOR REGISTRATION OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
EMPIRE
POST MEDIA, INC.
(Exact
Name of the Registrant as Specified in its Charter)
Nevada
|
|
27-1122308
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(IRS
Employer
Identification
No.)
|
21555
Burbank Blvd., Unit 45
(Address
of Principal Executive Offices and Zip Code)
747-242-1392
(Registrant’s
Telephone Number, Including Area Code)
Securities
to be registered under Section 12(b) of the Act: None
Securities
to be registered under Section 12(g) of the Act:
Common
Stock, Par Value $0.001
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
|
[ ]
|
Accelerated
filer
|
[ ]
|
|
|
|
|
Non-accelerated
filer
|
[ ]
(Do not check if a smaller reporting company)
|
Smaller
reporting company
|
[X]
|
|
|
|
|
|
|
Emerging
growth company
|
[X]
|
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 7(a)(2)(B) of the Securities Act.
[ ]
EXPLANATORY
NOTE
This
Amendment No. 3 to Empire Post Media, Inc’s (the “Company”) Registration Statement on Form 10 originally filed
on July 10, 2018 and amended on September 19, 2018 (as amended, the “Registration Statement”) is being filed for the
purpose of correcting the auditor’s report on page F-2 of the Registration Statement to reflect that the auditors have served
as the Company’s auditors since “2018” instead of “2017”. The corrected auditor’s report is
set forth herein on page F-2. In addition, in accordance with Exchange Act Rule 12b-15 we have included in this Amendment No.
3 the entire information required by Item 13 of this report. Other than as set forth in this Amendment No. 3, the information
contained in Amendments No. 1 and 2 to the Registration Statements, filed on September 19 and October 3, 2018, remains unchanged.
ITEM
13: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our
audited financial statements for the years ended November 30, 2017 and 2016 (Restated) and condensed unaudited financial statements
for the six-month periods ended May 31, 2018 and 2017 appear at the end of this registration statement on pages F-1 though F-17.
EMPIRE
POST MEDIA, INC.
FINANCIAL
STATEMENTS
TABLE
OF C O N T E N T S
AUDITED
FINANCIAL STATEMENTS
FOR
THE YEARS ENDED NOVEMBER 30, 2017 AND 2016
UNAUDITED
FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED MAY 31, 2018 AND 2017
MICHAEL
GILLESPIE & ASSOCIATES, PLLC
CERTIFIED
PUBLIC ACCOUNTANTS
10544
ALTON AVE NE
SEATTLE,
WA 98125
206.353.5736
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors & Shareholders
Empire
Post Media, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying restated balance sheets of Empire Post Media, Inc. as of November 30, 2017 and 2016 and the related
restated statements of operations, changes in stockholder’s deficit, cash flows, and the related notes (collectively referred
to as “financial statements”) for the periods then ended. In our opinion, the financial statements present fairly,
in all material respects, the restated financial position of the Company as of November 30, 2017 and 2016 and the restated results
of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in
the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note
#1 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial
doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in
Note #1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/
MICHAEL GILLESPIE & ASSOCIATES, PLLC
We
have served as the Company’s auditor since 2018.
Seattle,
Washington
June
22, 2018, except for restatement and Note 4 which are September 16, 2018.
EMPIRE
POST MEDIA, INC.
BALANCE
SHEETS (Restated)
NOVEMBER
30, 2017 AND 2016
|
|
Restated
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Restated
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|
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November 30, 2017
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November 30, 2016
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ASSETS
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|
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|
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|
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TOTAL ASSETS
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$
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-
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|
$
|
-
|
|
|
|
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|
|
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|
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
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|
CURRENT LIABILITIES
|
|
|
|
|
|
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Accounts payable
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|
$
|
54,515
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|
|
$
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52,540
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|
Accrued compensation officer
|
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18,500
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|
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18,500
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|
Judgment payable
|
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|
40,981
|
|
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37,981
|
|
|
|
|
|
|
|
|
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|
TOTAL CURRENT LIABILITIES
|
|
|
113,996
|
|
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|
109,021
|
|
|
|
|
|
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COMMITMENTS AND CONTINGENCIES, note 2
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SHAREHOLDERS’ DEFICIT
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Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding
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-
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-
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Common stock, $0.001 par value, 400,000,000 shares authorized, 207,837,336 shares issued and outstanding
|
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|
39,105
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|
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39,105
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|
Additional paid-in capital
|
|
|
95,145
|
|
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|
95,145
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|
Accumulated deficit
|
|
|
(248,246
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)
|
|
|
(243,271
|
)
|
|
|
|
|
|
|
|
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TOTAL SHAREHOLDERS’ DEFICIT
|
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|
(113,996
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)
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|
|
(109,021
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)
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|
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|
|
|
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|
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
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$
|
-
|
|
|
$
|
-
|
|
See
report of independent registered public accounting firm and notes to financial statements.
EMPIRE
POST MEDIA, INC.
STATEMENTS
OF OPERATIONS (Restated)
FOR
THE YEARS ENDED NOVEMBER 30, 2017 AND 2016
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Year Ended
November 30, 2017
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Restated Year Ended
November 30, 2016
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REVENUES
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$
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-
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$
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-
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|
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|
|
|
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|
OPERATING EXPENSES
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General and administrative
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4,975
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4,975
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TOTAL OPERATING EXPENSES
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4,975
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4,975
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|
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OPERATING EXPENSES
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Gain on extinguishment of liabilities
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-
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103,000
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NET INCOME (LOSS) BEFORE PROVISION OF INCOME TAXES
|
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(4,975
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)
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98,025
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PROVISION FOR INCOME TAXES
|
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|
-
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-
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NET INCOME (LOSS)
|
|
$
|
(4,975
|
)
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|
$
|
98,025
|
|
|
|
|
|
|
|
|
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|
Basic and diluted earnings (loss) per share
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|
$
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(0.00
|
)
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|
$
|
0.00
|
|
|
|
|
|
|
|
|
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|
Weighted average shares outstanding (Basic and diluted)
|
|
|
207,837,336
|
|
|
|
207,837,336
|
|
See
report of independent registered public accounting firm and notes to financial statements.
EMPIRE
POST MEDIA, INC.
STATEMENTS
OF CASH FLOWS (Restated)
FOR
THE YEARS ENDED NOVEMBER 30, 2017 AND 2016
|
|
Year Ended
November 30, 2017
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Restated Year Ended
November 30, 2016
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|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(4,975
|
)
|
|
$
|
98,025
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
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Gain on extinguishment of liabilities:
|
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|
-
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|
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|
(103,000
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)
|
Changes in liabilities - increase (decrease):
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|
|
|
|
|
|
|
Accounts payable
|
|
|
1,975
|
|
|
|
1,975
|
|
Judgment payable
|
|
|
3,000
|
|
|
|
3,000
|
|
|
|
|
|
|
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NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
-
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|
|
|
-
|
|
|
|
|
|
|
|
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|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
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|
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|
CASH AND CASH EQUIVALENTS, beginning of year
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, end of year
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY DISCLOSURES:
|
|
|
|
|
|
|
|
|
Interest paid in cash
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes paid in cash
|
|
$
|
-
|
|
|
$
|
-
|
|
See
report of independent registered public accounting firm and notes to financial statements.
EMPIRE
POST MEDIA, INC.
STATEMENTS
OF SHAREHOLDERS’ EQUITY (DEFICIT)
FOR
THE YEARS ENDED NOVEMBER 30, 2017 AND 2016
|
|
Common Stock
|
|
|
Additional
Paid-in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Balance, December 1, 2015, restated
|
|
|
207,837,336
|
|
|
$
|
39,105
|
|
|
$
|
95,145
|
|
|
$
|
(341,296
|
)
|
|
$
|
(207,046
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
98,025
|
|
|
|
98,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, November 30, 2016, restated
|
|
|
207,837,336
|
|
|
|
39,105
|
|
|
|
95,145
|
|
|
|
(243,271
|
)
|
|
|
(109,021
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,975
|
)
|
|
|
(4,975
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, November 30, 2017, restated
|
|
|
207,837,336
|
|
|
$
|
39,105
|
|
|
$
|
95,145
|
|
|
$
|
(248,246
|
)
|
|
$
|
(113,996
|
)
|
See
report of independent registered public accounting firm and notes to financial statements.
EMPIRE
POST MEDIA, INC.
NOTES
TO FINANCIAL STATEMENTS
NOVEMBER
30, 2017 AND 2016
1.
|
ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Organization
Empire
Post Media, Inc. (the “Company”) was founded in the State of Nevada on October 13, 2009 and has an office location
in Woodland Hills, California. The Company was previously in the business of providing post production services to the movie and
television industry.
Going
Concern
The
Company has not generated revenues and has recognized net operating losses since its inception. The Company also has a negative
working capital and accumulated deficit at November 30, 2017. These factors among others raise substantial doubt about going concern.
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity
of operations, realization of assets and liabilities and commitments in the normal course of business. The financial statements
do not include any adjustments relating to the recoverability of the carrying amount of the recorded assets or the amount of liabilities
that might result from the outcome of this uncertainty. The accompanying financial statements do not reflect any adjustments that
might result if the Company is unable to continue as a going concern. The Company’s ability to continue as a going concern
and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management
plans to raise additional shareholder contributions in order to fund its operations. However, there can be no assurance that the
Company will be able to raise sufficient capital to continue with operations.
Cash
and Cash Equivalents
For
the purpose of the statement of cash flows, the Company considers cash equivalents to include cash and investments with an original
maturity of three months or less.
Income
Taxes
The
Company accounts for income taxes under the liability method in accordance with FASB ASC 740,
Income Taxes
. Under this
standard, deferred income tax liabilities and assets are determined based on the difference between the financial statement and
tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the year in which the differences
are expected to reverse. Deferred income tax assets are reduced by a valuation allowance when the Company is unable to make the
determination that it is more likely than not that some portion or all of the deferred income tax asset will be realized. The
Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest
and penalties totaled $0 for the years ended November 30, 2017 and 2016. The company files income tax returns with the Internal
Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared, the
Company is subject to income tax examinations by state tax authorities and the IRS for tax years through 2017.
Deferred
Taxes
As
of November 30, 2017, total deferred income tax assets consist principally of net operating loss carry forwards in amounts still
to be determined. For financial reporting purposes, a valuation allowance has been recognized in an amount equal to such deferred
income tax assets due to the uncertainty surrounding their ultimate realization. If not utilize, the net operating loss carryover
is due to expire in 2030.
EMPIRE
POST MEDIA, INC.
NOTES
TO FINANCIAL STATEMENTS
NOVEMBER
30, 2017 AND 2016
Earnings
(Loss) per Share
Basic
earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares
outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect
is anti-dilutive.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures Management uses its knowledge of its business in making estimates.
Accordingly, actual results could differ from those estimates.
Fair
Value of Financial Instruments
Carrying
amounts reported in the balance sheet of accounts payable approximate fair value due to their short maturity.
Recently
Issued Accounting Pronouncements
Management
has assessed the recently issued accounting pronouncements and has determined that none of these pronouncements have an impact
on the Company’s financial statements.
2.
|
COMMITMENTS
AND CONTINGENCIES
|
Judgment
Payable
On
April 3, 2014 the Company had a judgment assessed against them for $30,000. The judgment incurred interest at 10% per year. At
November 30, 2017 and 2016, the balance on the judgment payable, including accrued interest, totaled $40,981 and 37,981, respectively.
On May 22, 2018, the Company agreed to settle this judgment payable, including accrued interest, for $15,000.
Legal
Matters
From
time to time the Company may be involved in certain legal actions and claims arising in the ordinary course of business. The Company
was not a party to any specific legal actions or claims at November 30, 2017.
3.
|
EXTINGUISHMENT
OF LIABILITIES
|
During
the year ended November 30, 2016, the Company recognized a gain on extinguishment of liabilities totaling $103,000, for which
the creditors no longer has enforcement of payment, due to the claims being passed the statute of limitation.
The
balance sheet at November 30, 2017 and 2016 are being restated to present liabilities that were previously erroneously considered
forgiven.
The
following table summarizes changes made to the balance sheets:
|
|
Previously
Reported
|
|
|
|
|
|
Restated
|
|
|
|
November 30, 2017
|
|
|
Adjustments
|
|
|
November 30, 2017
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
37,222
|
|
|
$
|
17,293
|
|
|
$
|
54,515
|
|
Accrued compensation officer
|
|
|
-
|
|
|
|
18,500
|
|
|
|
18,500
|
|
Judgment payable
|
|
|
40,981
|
|
|
|
-
|
|
|
|
40,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES
|
|
|
78,203
|
|
|
|
35,793
|
|
|
|
113,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES, note 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.001 par value, 400,000,000 shares authorized, 207,837,336 shares issued and outstanding
|
|
|
39,105
|
|
|
|
-
|
|
|
|
39,105
|
|
Additional paid-in capital
|
|
|
95,145
|
|
|
|
-
|
|
|
|
95,145
|
|
Accumulated deficit
|
|
|
(212,453
|
)
|
|
|
(35,793
|
)
|
|
|
(248,246
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS’ DEFICIT
|
|
|
(78,203
|
)
|
|
|
(35,793
|
)
|
|
|
(113,996
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
Previously
Reported
|
|
|
|
|
|
Restated
|
|
|
|
November 30, 2016
|
|
|
Adjustments
|
|
|
November 30, 2016
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
35,247
|
|
|
$
|
17,293
|
|
|
$
|
52,540
|
|
Accrued compensation officer
|
|
|
-
|
|
|
|
18,500
|
|
|
|
18,500
|
|
Judgment payable
|
|
|
37,981
|
|
|
|
-
|
|
|
|
37,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES
|
|
|
73,228
|
|
|
|
35,793
|
|
|
|
109,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES, note 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.001 par value, 400,000,000 shares authorized, 207,837,336 shares issued and outstanding
|
|
|
39,105
|
|
|
|
-
|
|
|
|
39,105
|
|
Additional paid-in capital
|
|
|
95,145
|
|
|
|
-
|
|
|
|
95,145
|
|
Accumulated deficit
|
|
|
(207,478
|
)
|
|
|
(35,793
|
)
|
|
|
(243,271
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS’ DEFICIT
|
|
|
(73,228
|
)
|
|
|
(35,793
|
)
|
|
|
(109,021
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The
November 30, 2016 statement of operations and cash flows are being restated to recognize the extinguishment of liabilities during
the year ended November 30, 2016, and reporting the related gain on extinguishment of liabilities totaling $103,000 during the
year ended November 30, 2016, rather than in the preceding year as previously erroneously presented.
The
following table summarizes changes made to the year ended November 30, 2016 Statement of Operations:
|
|
Previously
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
4,975
|
|
|
|
-
|
|
|
|
4,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OPERATING EXPENSES
|
|
|
4,975
|
|
|
|
-
|
|
|
|
4,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on extinguishment of liabilities
|
|
|
-
|
|
|
|
103,000
|
|
|
|
103,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) BEFORE PROVISION OF INCOME TAXES
|
|
|
(4,975
|
)
|
|
|
103,000
|
|
|
|
98,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
(4,975
|
)
|
|
$
|
103,000
|
|
|
$
|
98,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share
|
|
$
|
(0.00
|
)
|
|
$
|
-
|
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding (Basic and diluted)
|
|
|
207,837,336
|
|
|
|
-
|
|
|
|
207,837,336
|
|
On
May 22, 2018, the Company agreed to settle the $30,000 judgment payable assess on April 3, 2014, including accrued interest, for
$15,000. See note 2 above.
The
Company has evaluated events occurring after the date of the accompanying balance sheet through September 16 , 2018, the date
the financial statements are available to be issued. The Company did not identify any material subsequent events requiring adjustment
to the accompanying financial statements.
EMPIRE
POST MEDIA, INC.
CONDENSED
BALANCE SHEETS (Restated)
MAY
31, 2018 AND NOVEMBER 30, 2017
|
|
Restated
May 31, 2018
|
|
|
Restated
November 30, 2017
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
22,468
|
|
|
$
|
54,515
|
|
Accrued compensation officer
|
|
|
18,500
|
|
|
|
18,500
|
|
Judgment payable
|
|
|
-
|
|
|
|
40,981
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES
|
|
|
40,968
|
|
|
|
113,996
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES, note 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.001 par value, 400,000,000 shares authorized, 207,837,336 shares issued and outstanding
|
|
|
39,105
|
|
|
|
39,105
|
|
Additional paid-in capital
|
|
|
116,145
|
|
|
|
95,145
|
|
Accumulated deficit
|
|
|
(196,218
|
)
|
|
|
(248,246
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS’ DEFICIT
|
|
|
(40,968
|
)
|
|
|
(113,996
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
$
|
-
|
|
|
$
|
-
|
|
See
notes to condensed financial statements.
EMPIRE
POST MEDIA, INC.
CONDENSED
STATEMENTS OF OPERATIONS
FOR
THE SIX MONTHS ENDED MAY 31, 2018 AND 2017
(UNAUDITED)
|
|
Six Months Ended
May 31, 2018
|
|
|
Six Months Ended
May 31, 2017
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
1,647
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
TOTAL OPERATING EXPENSES
|
|
|
1,647
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
Gain on settlement of liabilities
|
|
|
53,675
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
TOTAL OTHER INCOME
|
|
|
53,675
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) BEFORE PROVISION OF INCOME TAXES
|
|
|
52,028
|
|
|
|
(2,000
|
)
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
52,028
|
|
|
$
|
(2,000
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted income (loss) per share
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding (Basic and diluted)
|
|
|
207,837,336
|
|
|
|
207,837,336
|
|
See
notes to condensed financial statements.
EMPIRE
POST MEDIA, INC.
CONDENSED
STATEMENTS OF CASH FLOWS
FOR
THE SIX MONTHS ENDED MAY 31, 2018
(UNAUDITED)
|
|
Six Months
Ended
May 31, 2018
|
|
|
Six Months
Ended
May 31, 2017
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
|
52,028
|
|
|
$
|
(2,000
|
)
|
Adjustments to reconcile
net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Gain on settlement
of liabilities
|
|
|
(53,675
|
)
|
|
|
-
|
|
Changes in liabilities
- increase (decrease):
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
225
|
|
|
|
500
|
|
Judgment payable
|
|
|
1,422
|
|
|
|
1,500
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY
OPERATING ACTIVITIES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH
AND CASH EQUIVALENTS
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS,
beginning of year
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS,
end of year
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY DISCLOSURES:
|
|
|
|
|
|
|
|
|
Interest paid in cash
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes paid in
cash
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
NON-CASH FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
Liabilities paid by
shareholder
|
|
$
|
21,000
|
|
|
$
|
-
|
|
See
notes to condensed financial statements.
EMPIRE
POST MEDIA, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MAY
31, 2018
(UNAUDITED)
1.
|
ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Organization
Empire
Post Media, Inc. (the “Company”) was founded in the State of Nevada on October 13, 2009 and has an office location
in Woodland Hills, California. The Company was previously in the business of providing post production services to the movie and
television industry. The Company ceased operations and has been inactive since 2012. The Company was a publicly-traded company
listed on the OTC Bulletin Board (“pink-sheets”). The last filing that the Company made with the SEC was its Form
10-Q for the quarter ended August 31, 2012. Even though the Company has not made any further filings with the SEC since 2012,
the Company has continued to have some minimal stock trading activity.
The
Company’s board is now considering merging with another entity that has viable operations. As such, the existing company
is not going to continue as a going concern after any merger. These financial statements do not contain any adjustments that would
be necessary should the Company not continue as a going concern. There is no assurance that the Company will be successful in
negotiating or closing a merger or acquisition with an operating company.
The
unaudited condensed financial statements of the Company have been prepared in accordance with the Securities and Exchange Commission
(SEC) rules for interim financial information. Accordingly, they do not include all the information and footnotes required by
accounting principles generally accepted in the United States of America for annual financial statements. However, the information
included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which
are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations.
Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The balance sheet
information as of November 30, 2017 was derived from the audited financial statements which are included in this Form 10. These
interim financial statements should be read in conjunction with that report.
Going
Concern
The
Company has not generated revenues and has recognized net operating losses since its inception. The Company also has a negative
working capital and accumulated deficit at May 31, 2018. These factors among others raise substantial doubt about going concern.
Furthermore, the as discussed above, the Company will not continue as a going concern in the event of a merger. The accompanying
financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization
of assets and liabilities and commitments in the normal course of business. The financial statements do not include any adjustments
relating to the recoverability of the carrying amount of the recorded assets or the amount of liabilities that might result from
the outcome of this uncertainty. The accompanying financial statements do not reflect any adjustments that might result if the
Company is unable to continue as a going concern. The Company’s ability to continue as a going concern and the appropriateness
of using the going concern basis is dependent upon, among other things, additional cash infusions. Management plans to raise additional
shareholder contributions in order to fund its operations. However, there can be no assurance that the Company will be able to
raise sufficient capital to continue with operations.
Cash
and Cash Equivalents
For
the purpose of the statement of cash flows, the Company considers cash equivalents to include cash and investments with an original
maturity of three months or less.
Income
Taxes
The
Company accounts for income taxes under the liability method in accordance with FASB ASC 740,
Income Taxes
. Under this
standard, deferred income tax liabilities and assets are determined based on the difference between the financial statement and
tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the year in which the differences
are expected to reverse. Deferred income tax assets are reduced by a valuation allowance when the Company is unable to make the
determination that it is more likely than not that some portion or all of the deferred income tax asset will be realized. The
Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest
and penalties totaled $0 for the three and six months ended May 31, 2018 and 2017. The company files income tax returns with the
Internal Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared,
the Company is subject to income tax examinations by state tax authorities and the IRS for tax years through 2012.
EMPIRE
POST MEDIA, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MAY
31, 2018
(UNAUDITED)
Deferred
Taxes
As
of May 31, 2018, total deferred income tax assets consist principally of net operating loss carry forwards in amounts still to
be determined. For financial reporting purposes, a valuation allowance has been recognized in an amount equal to such deferred
income tax assets due to the uncertainty surrounding their ultimate realization. If not utilize, the net operating loss carryover
is due to expire in 2030.
Earnings
(Loss) per Share
Basic
earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares
outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect
is anti-dilutive.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures Management uses its knowledge of its business in making estimates.
Accordingly, actual results could differ from those estimates.
Fair
Value of Financial Instruments
Carrying
amounts reported in the balance sheet of accounts payable approximate fair value due to their short maturity.
Recently
Issued Accounting Pronouncements
Management
has assessed the recently issued accounting pronouncements and has determined that none of these pronouncements have an impact
on the Company’s financial statements.
2.
|
COMMITMENTS
AND CONTINGENCIES
|
Judgment
Payable
On
April 3, 2014 the Company had a judgment assessed against them for $30,000. The judgment incurred interest at 10% per year. At
November 30, 2017, the balance on the judgment payable, including accrued interest, totaled $40,981. On May 22, 2018, the Company
agreed to settle this judgment payable totaling $42,403, including accrued interest, for $15,000. The Company’s shareholder
paid for this settlement directly, resulting in a contribution from shareholder during the six months ended May 31, 2018.
Legal
Matters
From
time to time the Company may be involved in certain legal actions and claims arising in the ordinary course of business. The Company
was not a party to any specific legal actions or claims at May 31, 2018.
The
following table summarizes changes made to the balance sheets:
|
|
Previously
Reported
|
|
|
|
|
|
Restated
|
|
|
|
May 31, 2018
|
|
|
Adjustments
|
|
|
May 31, 2018
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
5,175
|
|
|
$
|
17,293
|
|
|
$
|
22,468
|
|
Accrued compensation officer
|
|
|
-
|
|
|
|
18,500
|
|
|
|
18,500
|
|
Judgment payable
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES
|
|
|
5,175
|
|
|
|
35,793
|
|
|
|
40,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES, note 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.001 par value, 400,000,000 shares authorized, 207,837,336 shares issued and outstanding
|
|
|
39,105
|
|
|
|
-
|
|
|
|
39,105
|
|
Additional paid-in capital
|
|
|
116,145
|
|
|
|
-
|
|
|
|
116,145
|
|
Accumulated deficit
|
|
|
(160,425
|
)
|
|
|
(35,793
|
)
|
|
|
(196,218
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS’ DEFICIT
|
|
|
(5,175
|
)
|
|
|
(35,793
|
)
|
|
|
(40,968
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company has evaluated events occurring after the date of the accompanying balance sheet through September 16, 2018, the date the
financial statements are available to be issued. The Company did not identify any material subsequent events requiring adjustment
to the accompanying financial statements.
SIGNATURES
In
accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed
on its behalf by the undersigned thereunto duly authorized.
|
EMPIRE
POST MEDIA, INC.
|
|
|
|
Date:
October 11 , 2018
|
By:
|
/s/
Peter Dunn
|
MICHAEL
GILLESPIE & ASSOCIATES, PLLC
CERTIFIED
PUBLIC ACCOUNTANTS
10544
ALTON AVE NE
SEATTLE,
WA 98125
206.353.5736
Consent
of Independent Registered Public Accounting Firm
To
the Board of Directors
Empire
Post Media, Inc.
We
consent to the use of our report dated June 22, 2018 and subsequently September 16, 2018 for the restatement with respect to the
restated financial statements of Empire Post Media, Inc. as of November 30, 2017 and 2016 and the related restated statements
of operations, shareholders’ deficit and cash flows for the periods then ended. We also consent to the reference to our
firm under the caption “Experts” in the Form 10/A.
Michael
Gillespie & Associates, PLLC
Seattle,
Washington
October
11, 2018
/S/
Michael Gillespie & Associates, PLLC