UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
AMENDMENT
NO. 2
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)
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Nevada
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27-1122308
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(IRS
Employer
Identification
No.)
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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.
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[ ]
(Do not check if a smaller reporting company)
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Smaller
reporting company
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[X]
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Emerging
growth company
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[X]
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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. 2 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. Other than as set forth in this Amendment No. 2, the information contained in Amendment No. 1 to
the Registration Statement, filed on September 19, 2018, remains unchanged.
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.
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EMPIRE POST MEDIA, INC.
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Date:
October 3 , 2018
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By:
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/s/
Peter Dunn
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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
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 201 8 .
Seattle,
Washington
June
22, 2018, except for restatement and Note 4 which are September 16, 2018 .
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
3, 2018
/S/
Michael Gillespie & Associates, PLLC