Securities Registration Statement (s-1/a)

Date : 08/10/2018 @ 9:05PM
Source : Edgar (US Regulatory)
Stock : All For One Media Corporation (QB) (AFOM)
Quote : 0.0007  -0.0001 (-12.50%) @ 9:45PM

Securities Registration Statement (s-1/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1/A

Amendment No. 3

  

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

ALL FOR ONE MEDIA CORP.

(Exact name of registrant as specified in its charter)

 

Utah

 

7819

 

81-5006786

(State of Incorporation)

 

(Primary Standard Industrial

Classification Number)

 

(IRS Employer

Identification Number)

 

236 Sarles Street

Mt. Kisco, New York 10549

(914) 574-6174

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

 

Please send copies of all communications to:

 

BRUNSON CHANDLER & JONES, PLLC

175 South Main Street, Suite 1410

Salt Lake City, Utah 84111

801-303-5772

(Address, including zip code, and telephone, including area code)

 

Approximate date of proposed sale to the public: From time to time after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(do not check if a smaller reporting company) 

Emerging Growth Company

x

 

 
 
 
 

Item 16. Exhibits

 

EXHIBIT INDEX

  

Exhibit Number

 

Description

 

3.1

 

Certificate of Incorporation (1)

 

3.2

 

By-Laws (1)

 

3.3

 

Articles of Amendment (1)

 

 

 

5.1

 

Opinion of Counsel on Legality of Securities Being Registered  (7)

 

10.1

 

Asset Exchange Agreement with Crazy For the Boys, LLC dated October 26, 2015 (1)

 

10.2

 

Employment Agreement with Brian Lukow (1)

 

10.3

 

Board of Directors Agreement with Brian Lukow (1)

 

10.4

 

Board of Directors Agreement with Brian Gold (1)

 

10.5

 

Consulting Agreement (1)

 

10.6

 

Amendment to Consulting Agreement (1)

 

10.7

 

Promissory Note with Apollo Capital Corp. dated June 27, 2016 (1)

 

10.8

 

Promissory Note with Apollo Capital Corp. dated August 25, 2016 (1)

 

10.9

 

Promissory Note with Apollo Capital Corp. dated October 25, 2016 (1)

 

10.10

 

Promissory Note with Apollo Capital Corp. dated January 5, 2017 (3)

 

10.11

 

Promissory Note with Power Up Lending Group dated February 23, 2017 (2)

 

10.12

 

Promissory Note with Power Up Lending Group dated March 23, 2017 (2)

 

10.13

 

Promissory Note with Apollo Capital dated April 5, 2017 (3)

 

 
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Table of Contents

 

10.14

 

Promissory Note with Apollo Capital dated May 2, 2017 (3)

 

10.15

 

Promissory Note with Apollo Capital dated May 2, 2017 (3)

 

10.16

 

Loan and Security Agreement with Apollo Capital dated June 13, 2017 (3)

 

10.17

 

Extension and Release to Loan and Security Agreement with Apollo Capital dated July 25, 2017 (3)

 

10.18

 

Promissory Note with GS Capital Partners dated June 12, 2017 (3)

 

10.19

 

Executive Producer Agreement dated July 5, 2017 (3)

 

10.20

 

Promissory Note with JSJ Investments dated July 6, 2017 (3)

 

10.21

 

Promissory Note with Auctus Fund I dated July 18, 2017 (3)

 

10.22

 

Promissory Note with GS Capital Partners dated August 18, 2017 (3)

 

10.23

 

Promissory Note with Power Up Lending Group dated September 20, 2017 (3)

 

10.24

 

Promissory Note with Auctus Fund II dated September 25, 2017 (3)

 

10.25

 

Release and Indemnification Agreement dated November 9, 2017 (3)

 

10.26

 

Release and Indemnification Agreement dated November 9, 2017 (3)

 

10.27

 

Promissory Note with Power Up Lending Group dated November 28, 2017 (3)

 

10.28

 

Promissory Note with EMA Financial dated December 20, 2017 (3)

 

10.29

 

Promissory Note with GS Capital Partners dated December 6, 2017 (3)

 

 

 

10.30

 

Promissory Note with Crown Bridge Partners, LLC dated January 15, 2018 (4)

 

 

 

10.31

 

Promissory Note with Adar Bays, LLC dated January 29, 2018 (4)

 

 

 

10.32

 

Promissory Note with GS Capital Partners, LLC dated February 12, 2018 (4)

 

 

 

10.33

 

Promissory Note with Power Up Lending Group, Ltd. dated March 22, 2018 (4)

 

 

 

10.34

 

Promissory Note with GS Capital Partners, LLC dated March 26, 2018 (4)

 

 

 

10.35

 

Equity Financing Agreement with GHS Investments, LLC dated April 11, 2018 (6)

 

 

 

10.36

 

Equity Registration Rights Agreement with GHS Investments, LLC dated April 11, 2018 (6)

 

 

 

10.37

 

Promissory Note with GHS Investments, LLC, as amended on June 27, 2018 (6)

 

 

 

10.38

 

Promissory Note dated April 1, 2018 (6)

 

 

 

10.39

 

Promissory Note with GHS Investments, LLC dated July 30, 2018 (7)

 

 

 

14.1

 

Code of Ethics (3)

 

 

 

23.1

 

Consent of Malone Bailey, LLP*

 

 

 

101

 

Interactive data files pursuant to Rule 405 of Regulation S-T

__________

(1) As filed with our Form 10 on January 3, 2017, as amended, and incorporated herein by reference.
(2) As filed with our Form 10-Q filed on May 11, 2017 and incorporated herein by reference.
(3) As filed with our form 10-K filed on January 16, 2018 and incorporated herein by reference.
(4) As filed with our Form 10-Q filed on May 14, 2018 and incorporated herein by reference.

(5)

As filed with our Form S-1 Registration Statement filed on May 29, 2018 and incorporated herein by reference.

(6)

As filed with our Form S-1/A Registration Statement filed on July 17, 2018.

(7)

As filed with our Form S-1/A Registration Statement filed on August 3, 2018.

* Filed herewith.

 

 
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Table of Contents

 

Item 17. Undertakings.

 

The undersigned registrant hereby undertakes

 

 

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

 

i.

To include any Prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

 

ii.

To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

 

 

 

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

 

2.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

 

 

3.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

 

4.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

 

i.

Any Preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

 

 

 

ii.

Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

 

iii.

The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

 

 

 

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

 

5.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: Each Prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

 

 
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Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on August 10, 2018.

 

ALL FOR ONE MEDIA CORP.

 

By:

/s/ Brian Lukow

Name:

Brian Lukow

 

Its:

President

 

 

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

  

DATE

 

SIGNATURE

 

TITLE

 

 

August 10, 2018

 

/s/ Brian Lukow

 

President, Chief Executive Officer, Acting Chief Financial

 

Brian Lukow

 

Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

 

 

August 10, 2018

 

/s/ Aimee Ventura O’Brien

 

Director

 

Aimee Ventura O’Brien

 

 

5

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