Ethos Media Network, Inc. - FORM 10-K

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EX-32.1 - CERTIFICATION - Ethos Media Network, Inc.	eye_ex321.htm
EX-31.1 - CERTIFICATION - Ethos Media Network, Inc.	eye_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2017

¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to _____________

Commission file number 000-55035

Ethos Media Network, Inc.

(f/k/a Eye On Media Network, Inc.)

(Exact Name of Registrant as specified in its charter)

Florida		46-3390293
(State or jurisdiction of Incorporation or organization)		(I.R.S Employer Identification No.)

1500 NW 65^th Avenue, Plantation, Florida		33313
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 954-370-9900

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Name of each exchange on which registered
None		N/A

Securities registered under Section 12(g) of the Exchange Act

Common Stock, $0.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act. ¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the resistant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter is not contained herein and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ Yes x No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller 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 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $677,000

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

The number of shares outstanding of the issuer’s Common Stock, $.001 par value, as of October 17, 2017 was 28,789,451 shares. There are fifty million (50,000,000) shares of the issuer’s Series A Convertible Preferred Stock issued and outstanding as of such date.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the documents is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

None.

Ethos Media Network, Inc.

(f/k/a Eye On Media Network, Inc.)

ANNUAL REPORT ON FORM 10-K

Fiscal Year Ended August 31, 2017

TABLE OF CONTENTS

		Page
Special Note Regarding Forward Looking Statements		3

PART I

Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	16
Item 8.	Financial Statements and Supplementary Data	16
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	16
Item 9A.	Controls and Procedures	17
Item 9B.	Other Information	17

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	18
Item 11.	Executive Compensation	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13.	Certain Relationships and Related Transactions, and Director Independence	22
Item 14.	Principal Accountant Fees and Services	22

PART IV

Item 15.	Exhibits, Financial Statement Schedule	23

Signatures		25

Special Note Regarding Forward Looking Statements.

This annual report on Form 10-K of Ethos Media Network, Inc. (f/k/a Eye On Media Network, Inc.) (“EOMN”, “Ethos”, or the “Company”) for the fiscal year ended August 31, 2017 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where in any forward-looking statements, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the cost and effects of legal proceedings.

You should not rely on forward looking statements in this annual report. This annual report contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Ethos Media Network, Inc.

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PART I

Item 1. Business.

Ethos Media Network, Inc. (f/k/a Eye On Media Network, Inc.) (“we”, “us”, “our”, “Ethos”, “EOMN” or the “Company”) is a company that was incorporated in the State of Florida on August 2, 2013. The Company selected August 31 as its fiscal year end. We are a reporting company and file all reports required under sections 13 and 15d of the Securities Exchange Act of 1934. As of January 22, 2014, the Company is in the business of providing television services to areas around the state and the country.

Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions included:

	(i)	A requirement to have only two years of audited financial statements and only two years of related Management Discussion & Analysis disclosures;

	(ii)	Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

	(iii)	Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

	(iv)	No non-binding advisory votes on executive compensation or golden parachute arrangements.

We have already taken advantage of these reduced reporting burdens, which are also available to us as a smaller reporting company as defined under Rule 12b-2of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We are choosing to utilize the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This election allows our Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) which issued more than $1 billion in non-convertible debt during the preceding three-year period.

Business of Issuer

Ethos Media Network, Inc. (f/k/a Eye On Media Network, Inc.) (“Ethos”, “EOMN” or the “Company”) was incorporated in Florida on August 2, 2013. The Company is actively engaged in the acquisition, development, production and distribution of television and multi-media programming content.

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Description of Business, Principal Products, Services

Ethos is actively engaged in the acquisition, development, production and distribution of television and multi-media programming content that is for the people and by the people, thus giving a voice back to communities with good news and entertainment that is conducive to society. Once the Company “green lights” a production, the business aggressively produces, distributes, and markets the content to the general public in each target area, utilizing and delivers content to tens of millions of viewers through all communication mediums from our multi-tiered platforms, located in South Florida.

Ethos is distributing its content through the available delivery companies listed below: These statistics are available on Wikipedia and Nielsen ratings.

	a.	COMCAST: the largest cable television company in the United States with over 22 million subscribers.

	b.	DIRECT TV, LLC: with over 35.56 million subscribers.

	c.	DISH TV: with over 13 million subscribers.

	d.	Roku network: with over 10 million subscribers.

These distribution delivery companies do not include the international markets of China, South America and Africa, which we intend to target for additional distribution of our content.

	a.	Analyze present and potential television marketing and advertising opportunities; and

	b.	Provide television advertising on all cable carries including, but not limited to, Time Warner, Comcast, Cox, Verizon FIOS, Bright House Cable, Sudden Link, Grande and WOW Cable with such services to include all broadcast stations as well as all ad-supported cable networks and syndicated programming; and

	c.	Provide all of its services at fair and competitive rates in markets both locally and nationally; and

	d.	Negotiate for appropriate weekly/monthly media schedules at the lowest possible media costs for the Company’s advertising purposes; and.

	e.	Provide Company with written schedules of all media time placements made for the Client indicating the national and local media that is selected, and the dates, days, times, and costs of that media. Company will be given the opportunity to approve all advertising schedules for placement by Agency; and

	f.	Agency will provide the Company with weekly, monthly, or flight invoices for the gross amount of media time that is purchased for the Client’s advertising purposes; and

	g.	Identify and procure clients for Company that seek advertising on its or other media networks and seek commercials that Company can produce for them for a fee.

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The Company will pay the Agency for its services on a monthly basis. Amounts paid for the Agency’s services will vary from region to region where the Company’s content is distributed.

For a thorough listing of the types of television content we produce visit our website at www.eyeonsouthflorida.com. Selected examples of the types of products and services we provide include:

	·	Creation of television news and event coverage content for several charities including non-profit Children’s Diagnostic & Treatment Center in Ft. Lauderdale, Florida, non-profit Go Riverwalk Fort Lauderdale, non-profit Guardian Behavioral Health Foundation in Ft. Lauderdale, Florida, non-profit Seafarer’s House in Ft. Lauderdale, Florida and, non-profit Unicorn Children’s Foundation in Boca Raton, Florida; and

	·	Creation of commercials for various types of businesses including, for example, attorneys, doctors, dermatologists and motor vehicle dealerships.

Ethos is generating revenue from banner advertisements on our website (www.eyeonsouthflorida.com), commercial productions, event planners, corporate videos, infomercials, public announcements, pay-per-view live broadcasted transmissions and advertisers, desiring to promote their productions, events and brands alongside the various distribution mediums, whereby content is being aired and/or shared via any and all mediums that the network controls. In addition, the Company is generating revenue from other production companies and/or television networks that request on-site filming and/or our original feeds with the use of our communication technology and equipment. Among these types of programming is “feel good” programming and transmission that we produce and other stations want, due to the type of news and entertainment in the community that we promote. Ethos has been assisting and providing valuable airtime pro-bono to non-profit organizations with sponsored ads, in order to promote their fund raising events for important causes in the community. Some of our clients currently include Hard Rock Hotel & Casino, AutoNation, Florida Metro Rail, Fort Lauderdale Chamber of Commerce, Shino Bay Dermatology, DelVecchio Pizza and Universal Insurance.

The Ethos Network is producing and distributing original news as it unfolds, along with live and live on tape entertainment programming specials and content that delivers what main stream does not, to include informative educational programming for people of all ages in the community, by way of all its vertically integrated communication mediums. Other sources of revenue such as branded merchandising and/or licensing fees derived from sharing original programming content with other affiliate TV and Satellite stations are being considered.

The Ethos distribution platforms include conventional network television, over the air digital, cable television, as well as satellite networks. Our technology of simulcasting, delivers content to all mediums, e.g.: web, mobile phones, tablets and any smart device with 4G or wireless connectivity, thus providing a wide array of original content programming, news, marketing merchandising, advertising and distribution.

Each Ethos medium has its own advertising rates and revenue models, depending on the production clients’ and advertisers’ preferred demographics and target markets. In addition, Ethos will seek to receive licensure fees from the use of any technology that is sub-contracted under a co-production agreement, coupled with ongoing royalties from original programming and merchandising that the network negotiates and sells via any and all mediums that the network controls. Pay-Per-View, live streaming productions are another source of revenue for Ethos and each transmission, utilizing all of our tools and solutions that will be marketed and promoted for optimum results.

The Ethos television and multi-media content development and production slate will be financed by the revenues derived from its own media content, commercial production services, advertiser’s revenues, licensing fees and distribution capabilities. Additional revenue will be derived through selling programming and developing quality productions whether originally produced, or co-produced with other producers and clients interested in producing their own content for distribution in any of the Ethos Television & Multi-Media mediums that the Network controls.

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The business is developing programming which we believe will provide all of the necessary capital for the development of our projects. Upon receiving the necessary capital, the business will be able to operate at the current demand level as well as continue to produce programming, according to comprehensive budgets and be able to solicit advertisers to participate in versatile mediums in return for multiple revenue streams. Each of our productions, whether consisting of commercials or programming of any kind, has a separate financial budget. Each production leverages this business value and generates more capital for ongoing operations of the Company.

Ethos management wants to ensure that it develops the proper content for the proper advertisers and distribution channels, before it heavily engages in the production of original programming for this business. In the meantime, the Ethos Network is currently airing content 24/7 in all of the channels that the Network currently controls including, but not limited to, archiving community news and entertainment within its www.eyeonsouthflorida.com Internet portal, hence generating unprecedented viewers from the world wide web, while promoting the brand and the advertisers whom have already entrusted us to promote their brands alongside the Ethos Network.

Distribution Methods Of The Products and Services

We are currently distributing our products and services via television in our local DMA, as well as internet and various other delivery mechanisms and portals. “DMA” means “Designated Market Areas” as per the Nielsen ratings.

Below is the Rank Designated Market Area (“DMA”) TV Homes (100% of U.S.) representing the top 18 DMA’s.

	Households		% of US
1 New York		7,461,030		6.442
2 Los Angeles		5,665,780		4.892
3 Chicago		3,534,080		3.052
4 Philadelphia		2,963,500		2.559
5 Dallas-Ft. Worth		2,655,290		2.293
6 San Francisco-Oak-San Jose		2,518,900		2.175
7 Boston (Manchester)		2,433,040		2.101
8 Washington, DC (Hagrstwn)		2,412,250		2.083
9 Atlanta		2,375,050		2.051
10 Houston		2,289,360		1.977
11 Detroit^		1,856,400		1.603
12 Phoenix (Prescott)		1,855,310		1.602
13 Seattle-Tacoma		1,847,780		1.596
14 Tampa-St. Pete (Sarasota)		1,827,510		1.578
15 Minneapolis-St. Paul		1,748,070		1.509
16 Miami-Ft. Lauderdale		1,663,290		1.436
17 Denver		1,574,610		1.360
18 Orlando-Daytona Bch-Melb		1,490,380		1.287

We currently distribute our media content in the Miami-Ft. Lauderdale DMA. The viewing area of Channel 16 extends from Vero Beach, Florida through West Palm Beach, Fort Lauderdale, Miami to Key West and west Martin County, Florida which comprises approximately 2,800,000 households.

Competitive Business Conditions And The Smaller Reporting Company’s Competitive Position In The Industry And Methods Of Competition

We believe that our competitors usually give people in the communities programming which is of negative impact and which does not engage them. Few channels cover the positive things that the community is doing to help the less fortunate, or even to help themselves. Cable Networks specialize in specific genres and usually have great overheads and liabilities to contend with, in order to fulfill their programming agendas, while meeting the demands of advertisers. Additionally, most of the current news media networks show bias for one side or the other, whether it is the liberal point of view or the conservative point of view. Our goal is to serve all sides of the equation with equal opportunity news and entertainment programming for all opinions and voices in each community that we reach.

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Ethos covers and promotes up-lifting and empowering content, as well as promotion of proactive safety matters and public announcements. In each market, there are different needs in the community and the people and their issues have a right to be heard! The essence of Ethos Network is to bring people together that is by them and for them.

The use of our software technology provides Ethos many solutions when it comes to attracting viewers to watch our TV stations, live streaming programming, smart device promotions and/or to engage in its website portals that promote their Ethos Media Network, Inc. content. For example www.eyeonsouthflorida.com delivers simultaneous live streaming in between live events and makes it possible for vast amounts of traffic to be generated, long after the events are archived on the websites.

Ethos is currently positioned in South Florida as a leader in its genre, as we continue to be the voice of the people, giving them back what they want and need in their communities. The Ethos On brand will continue to offer non-profit organizations and their sponsored advertisers a medium from which to promote their production events. Sponsored brands can broaden their audience, especially during live streaming events, which are open to hundreds of millions of viewers from the World Wide Web. News like this does not get around to mainstream media, but at Ethos it does matter and it will always matter because it is what we do! We have no direct competition with the type of alternative programming we produce, benefiting the community and non-profit organizations. As a matter of fact, other main stream media networks have solicited us to re-broadcast our content on their networks, because they now started to see the importance of what we are doing and more important how the community has reacted!

Our strategy is to be a resource for other media networks to continue to approach our organization, as a source of content for their programming. We will accomplish this by making sure that we are on the cutting edge of communication, community news and entertainment and new technology. Our platform is designed to give the advertisers multiple ways and methods to broadcast their commercial messages and promote their brands to a wide audience with ease and efficiency, which translates into a time saving and more cost efficient method of producing and distributing commercial advertising and content to all the targeted people, places and even things, which will equate to a better ROI.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements Or Labor Contracts, Including Duration

As Ethos develops its programming property portfolio, management fully intends to license and develop strategic relationships with affiliate networks and or satellite cable networks that desire to participate in licensing Ethos’s slate of original programming. If our marketing campaigns are successful, we will be able to offer licensing of our trademarked and copyright protected proprietary works, to include new and innovative communication platforms designed to distribute content by way of versatile and vertically integrated mediums as described herein as a part of this business plan to other Networks and communication and technology service providers worldwide. Said proprietary works will be made available to other businesses and as such the fees and licensing percentages will greatly increase our profitability.

Number Of Total Employees And Number Of Full-Time Employees

At this time, the Company has five part-time contracted employees.

How long can we satisfy our cash requirements and will we need to raise additional funds in the next 12 months?

Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations and client base. We anticipate that we may engage in one or more private offering of our company’s securities. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct a private offering under Section 4(a)(2) of the Securities Act of 1933.

In the event we raise additional capital, we will be able to implement our expansion in accordance with our business plan. We anticipate that we will use the funds raised to fund marketing activities and working capital. Our failure to market and promote our services will harm our business and future financial performance. If we are unable to expand our operations within the next twelve months, we will likely see a decrease in the ability of increasing our revenues. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then we may not be able to expand our operations. If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for some of our expenses. Our director has verbally agreed to continue to fund our operations as needed over the next 12 months until cash flows are sufficient to sustain operations. In the event we require funding in the form of loans from our CEO, we do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes.

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The implementation of our business strategy is estimated to take approximately 12-18 months. Currently we have only a few paying clients. Some of our clients currently include Hard Rock Hotel & Casino, AutoNation, Florida Metro Rail, Fort Lauderdale Chamber of Commerce, Shino Bay Dermatology, DelVecchio Pizza and Universal Insurance. However, our CEO has been involved in the television media industry for many years and has commenced making initial contact with his previous associates. Once we are able to secure additional funding, implementation of our business strategy will begin immediately. We anticipate that it will take 30 days to be in a stage of full operational activity to gain additional clients. The major parts of the strategy to be immediately implemented will be the sales and marketing and office equipment and human resource procurement.

Our lack of revenues has affected the Company directly. Without a strong or known market demand, it was considered a risk to expand in any new geographical areas, since there was realistic probability that costs would not be recovered upon completion and sales generated.

Summary of product research and development

We are not currently nor do we anticipate in the future to be conducting any research and development activities.

Marketing

We have developed a multi-pronged, targeted marketing program aimed at informing potential customers of the Company’s services.

Internet Promotions

We will utilize our website and email database for both educational and promotional activities. We will promote all of our upcoming company events such as workshops, seminars, business clubs, etc. and include testimonials from our client base. Our primary means of promoting the website is the registration with all major and most minor search engines, insuring that web users are directed to the site when they search for information regarding business consulting. Finally, the Company’s web address will be featured on all printed materials, including advertisements, stationary, etc.

Strategic Alliances

We will gain a significant amount of leads through developing strategic alliance relationships with companies offering complimentary services and products to the small to medium size business markets. This will enable us to market its services into the customer database of the partnering company leveraging the trust developed between the strategic partner and their customers.

We are a reporting company and file all reports required under sections 13 and 15d of the Exchange Act.

Item 1A. Risk Factors.

Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We do not own any real property. Our offices are currently located at 1500 NW 65^th Avenue, Plantation, Florida 33313.

We do not believe that we will need to obtain additional office space at any time in the foreseeable future, until our business plan is more fully implemented.

Item 3. Legal Proceedings.

We are not currently a party to any legal proceedings nor are any contemplated by us at this time.

Item 4. Mine Safety Disclosures.

Not applicable

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PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information.

There is presently a limited public market for our common stock. Our common stock is traded on the interdealer quotation market, as quoted on OTC Markets Group. There is no assurance that this limited trading market will become more developed, or, if developed, that it will be sustained. A purchaser of shares may, therefore, find it difficult to resell our securities offered herein should he or she desire to do so when eligible for public resale. Below is a table reflecting the high – low sales prices of our common stock for each calendar quarter for the last two fiscal years ending August 31, 2016 and August 31, 2017, respectively.

	High		Low
Fiscal Year ending 8/31/2016
First Quarter		2.00		0.35
Second Quarter		0.75		0.35
Third Quarter		0.62		0.05
Fourth Quarter		0.62		0.11

Fiscal Year ending 8/31/2017
First Quarter		0.45		0.45
Second Quarter		0.39		0.74
Third Quarter		0.20		0.74
Fourth Quarter		0.053		0.39

Holders.

On October 17, 2017 there were 71 shareholders of record of our common stock. There are 28,789,451 shares of our Common Stock issued and outstanding.

Dividends.

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Recent Sales of Unregistered Securities.

Set forth below is information regarding the issuance and sales of Ethos Media Network, Inc. capital stock without registration for the years ended August 31, 2016 and 2017. No sales involved the use of an underwriter and no commissions were paid in connection with the sale of any securities. The shares of our capital stock were issued pursuant to Section 4(a)(2) of the Securities Act of 1933 and the exempt transaction provisions of applicable state law.

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On September 3, 2015, the Company sold 10,000 shares of common stock to a non-related party in exchange for cash proceeds of $5,000. The shares were issued at $0.50 per share.

On September 18, 2015, the Company sold 50,000 shares of common stock to a non-related party in exchange for cash proceeds of $50,000. The shares were issued at $1.00 per share.

On October 2, 2015, the Company sold 125,000 shares of common stock to a non-related party in exchange for cash proceeds of $50,000. The shares were issued at $0.40 per share.

On January 1, 2016, the Company issued 286,970 shares of common stock to non- related parties in exchange for services. The shares were issued at $1.08 per share and valued at approximately $311,000.

On January 27, 2017, the Company sold 62,500 shares of common stock to a non-related party in exchange for cash proceeds of $2,500. The shares were issued at $0.04 per share.

On July 13, 2016, the Company sold 20,000 shares of common stock to a non-related party in exchange for cash proceeds of $5,000. The shares were issued at $0.25 per share.

On August 5, 2016, the Company issued 94,481 shares of common stock to non- related parties in exchange for services. The shares were issued at approximately $0.59 per share and valued at approximately $55,578.

On February 6, 2017, the Company sold 150,000 shares of common stock to a non-related party in exchange for cash proceeds of $10,000. The shares were issued at $0.066 per share.

Item 6. Selected Financial Data.

The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Note Regarding Forward Looking Statements.

This annual report on Form 10-K of Ethos Media Network, Inc. (f/k/a Eye On Media Network, Inc.) for the year ended August 31, 2017 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections: Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

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You should not rely on forward-looking statements in this annual report. This annual report contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Ethos Media Network, Inc. Financial information provided in this Form 10-K, for periods subsequent to August 31, 2017, is preliminary and remains subject to audit. As such, this information is not final or complete, and remains subject to change, possibly materially.

Our Business Overview.

Ethos Media Network, Inc. (f/k/a Eye On Media Network, Inc.) (“Ethos”, “EOMN” or the “Company”) is a company that was incorporated in the State of Florida on August 2, 2013. The Company selected August 31 as its fiscal year end. We are a reporting company and file all reports required under sections 13 and 15d of the Securities Exchange Act of 1934. As of January 22, 2014, the Company is in the business of providing television services to areas around the state and the country.

Implications of Being an Emerging Growth Company

	(i)	A requirement to have only two years of audited financial statements and only two years of related Management Discussion & Analysis disclosures;
	(ii)	Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
	(iii)	Reduced disclosure about the emerging growth company’s executive compensation arrangements; and
	(iv)	No non-binding advisory votes on executive compensation or golden parachute arrangements.

Business of Issuer

The Company is generating revenue from banner advertisements on our website (www.ethosmeidanetwork.com), commercial productions, event planners, corporate videos, infomercials, public announcements, pay-per-view live broadcasted transmissions and advertisers, desiring to promote their productions, events and brands alongside the various distribution mediums. In addition, the Company is generating revenue from other production companies and/or television networks that request on-site filming and/or our original feeds with the use of our communication technology and equipment. Ethos has been assisting and providing valuable airtime pro-bono to non-profit organizations with sponsored ads, in order to promote their fund-raising events for important causes in the community. Some of our clients currently include Hard Rock Hotel & Casino, AutoNation, Florida Metro Rail, Fort Lauderdale Chamber of Commerce, Shino Bay Dermatology, DelVecchio Pizza and Universal Insurance.

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The Company is distributing its content thru the available delivery companies listed below: These statistics are available on Wikipedia and Nielsen ratings.

	a.	COMCAST: the largest cable television company in the United States with over 22 million subscribers.

	b.	DIRECT TV, LLC: with over 35 million subscribers.

	c.	DISH TV: with over 13 million subscribers.

	d.	Roku network: with over 5 million subscribers.

These distribution delivery companies do not include the international markets of China, South America and Africa, which we intend to target for additional distribution of our content.

Ethos Media Network, Inc. is a fully operational television network appearing over the air on Channel 16 Florida and widely viewed on the internet and all mobile devices. The viewing area of Channel 16 extends from Vero Beach, Florida through West Palm Beach, Fort Lauderdale, Miami to Key West and west Martin County Florida which comprises approximately 2,800,000 households. We also distribute streaming content separately on the internet through our website www.channel16live.com. We currently distribute our news and event coverage content to DIRECTV, DISH TV and the Roku network. There is no written agreement with Comcast. As is customary in the industry, our content is sold through a media broker to the above networks. Our independent media buyer/broker is IHN Media Services, LLC of San Antonio, Texas. We have no ownership interest in such company. The agreement for services with IHN Media Services, LLC is verbal. The material terms are that certain services in connection with Company's planning, preparing and placing of advertising for the Company as follows:

	a.	Analyze present and potential television marketing and advertising opportunities; and

	b.	Provide television advertising on all cable carries including, but not limited to, Time Warner, Comcast, Cox, Verizon FIOS, Bright House Cable, Sudden Link, Grande, WOW Cable) with such services to include all broadcast stations as well as all ad-supported cable networks and syndicated programming; and

	c.	Provide all of its services at fair and competitive rates in markets both locally and nationally; and

	d.	Negotiate for appropriate weekly/monthly media schedules at the lowest possible media costs for the Company’s advertising purposes; and.

	e.	Provide Company with written schedules of all media time placements made for the Client indicating the national and local media that is selected, and the dates, days, times, and costs of that media. Company will be given the opportunity to approve all advertising schedules for placement by Agency; and

	f.	Agency will provide the Company with weekly, monthly, or flight invoices for the gross amount of media time that is purchased for the Client’s advertising purposes; and

	g.	Identify and procure clients for Company that seek advertising on its or other media networks and seek commercials that Company can produce for them for a fee.

The Company will pay the Agency for its services on a monthly basis. Amounts paid for the Agency’s services will vary from region to region where the Company’s content is distributed.

For a thorough listing of the types of television content we produce visit our website at www.eyeonmedianetwork.com. Selected examples of the types of products and services we provide include:

	·	Creation of television news and event coverage content for several charities including non-profit Children’s Diagnostic & Treatment Center in Ft. Lauderdale, Florida, non-profit Go Riverwalk Fort Lauderdale, non-profit Guardian Behavioral Health Foundation in Ft. Lauderdale, Florida, non-profit Seafarer’s House in Ft. Lauderdale, Florida and, non-profit Unicorn Children’s Foundation in Boca Raton, Florida; and

	·	Creation of commercials for various types of businesses including, for example, attorneys, doctors, dermatologists and motor vehicle dealerships.

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The Bunji™ Product

The Company recently announced the availability of Bunji™, a new media platform that changes the way rich media content is delivered. Bunji™ is a 24/7 personalized media engine that allows companies, organizations, film festivals, entertainers, individuals — anyone — the opportunity to have a self-branded online digital media and broadcasting presence with their own customized marketing and promotion channel.

Bunji™ is a turnkey, customizable and branded media platform that allows anyone to have their own marketing and promotion channel. It eliminates media industry gatekeepers. A prospective user’s own original content, supplemented with Ethos Media Network’s substantial library of material, creates a robust presence for any company, organization or individual. And because it’s ad-based, using the Bunji™ platform has the potential to enhance an organization’s revenue.

For a small monthly fee, Bunji™ allows users to establish their own channel — available publicly or as an in-house product, that has the ability to livestream content, upload video and music, sync all social media content and/or download content from multiple media libraries to curate their channel to their specific audience. Users can also schedule delivery of content quickly and easily.

Our research underscores the steady trend that internet TV viewing is dramatically rising; particularly among young people. The Bunji™ platform aggregates all types of media in one expandable platform, so users won’t need to look elsewhere for content. Bunji™ also provides the added benefit of earning revenue for original content creation and audience growth. In addition, these multi-level marketing opportunities will be targeted to both local and national audiences. With more than 180 million households and the backing of Ethos Media network, Bunji™ gives potential advertisers the trust and confidence of an established company and proof of distribution.

Plan of Operation

Our plan of operation for the next twelve months will be to expand our client base. As we continue to grow we will need to raise additional funds. We do anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. We intend to continue to use the income from our current clients to continue to meet our operating expenses. We do not have need for the purchase of any property or equipment at this time. We will not have any significant changes in the current number of employees.

Our director has verbally agreed to continue to fund our operations as needed over the next 12 months until cash flows are sufficient to sustain operations. Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933. See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

While a strategic and wisely executed marketing campaign is key to expanding our customer base; providing new, cutting-edge, innovative strategies developed and implemented for our clients, will provide a solid platform upon which our operations will continue to grow and deliver long-term success. There is no guarantee that we will be able to fund the Company’s expenses out of operations. In that case our CEO has agreed to fund the projects. We also will most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933.

Results of Operations for the years August 31, 2017 and 2016

Revenues.

Total Revenue. Total revenues for the years ended August 31, 2017 and 2016 were $39,068 and $18,900, respectively. Revenues were the results of operations.

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Expenses.

Total Operating Expenses. Total operating expenses for the years ended August 31, 2017 and 2016 were $999,632 and $852,446, respectively. Total operating expenses included contractor costs of $3,075 and $19,041, respectively; research and development of $49,000 and $0, respectively; stock based compensation of $0 and $366,578, respectively; professional fees of $70,402 and $66,064, respectively; general and administrative of $57,747 and $54,366, respectively; impairment of long-lived assets of $495,241 and $0, respectively and depreciation of $324,167 and $346,397, respectively. Contractor cost decreased by approximately 84%. The primary reason for the decrease was due to a decline in the number of media events the Company participated in and the Company being more proficient in their editing and production process. Research and development increased by approximately 100%. The increase is due to the development of the Bunji platform. Stock based compensation decreased by approximately 100%. The Company did not issue any stock for services for the period ending August 31, 2017.

Other Income (Expenses). Other income (expenses) for the years ended August 31, 2017 and 2016 included gain on disposition of $370 and $0, respectively; interest expense of ($9,390) and $0, respectively; interest expense related to derivative liability of ($170,269) and $0, respectively and change in derivative of ($1,438,576) and $0, respectively. Other income (expense) increased by 100% primarily due to the convertible debt financing executed during the period ending August 31, 2017.

Financial Condition.

Total Assets. Total assets at August 31, 2017 and August 31, 2016 were $241,579 and $993,757, respectively. Total assets consist of cash of $68,931 and $2,071, respectively; note receivable of $24,500 and $0, respectively and property and equipment, net of depreciation and impairment in the amount of $148,148 and $991,686, respectively. Cash increased by approximately 3,200% primarily due to the funds received from the convertible debt financing. Property and equipment decreased by approximately 85% due to depreciation and impairment.

Total Liabilities. Total liabilities at August 31, 2017 and 2016 were $1,820,376 and $6,625, respectively. Total liabilities consist of accounts payable of $7,186 and $6,625, respectively; accrued interest of $9,345 and $0, respectively; convertible note payable, net of discount of $170,269 and $0, respectively and derivative liability of $1,633,576 and $0, respectively. Total liabilities increased by approximately 27,000% due to the convertible debt financing executed during the period ending August 31, 2016, which created a derivative liability.

Liquidity and Capital Resources.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

The Company sustained a loss for the year ended August 31, 2017 of $2,578,429 as compared to the loss for the year ended August 31, 2016 of $833,546. In addition, the Company has an accumulated deficit of $4,554,260 at August 31, 2017. Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing of products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We are presently unable to meet our obligations as they come due. At August 31, 2017, we had a working capital deficit of $1,726,945. Our working capital deficit is due to operations.

Net cash used in operating activities for the years ended August 31, 2017 and 2016 was ($140,640) and ($115,296), respectively. Net cash used in operating activities is our net loss, less depreciation and amortization, impairment of long-lived assets, beneficial conversion of derivative convertible note and further adjusted by increases and decreases in certain assets and liabilities. Cash for operating activities was provided by operating activities.

Net cash provided by financing activities for the years ended August 31, 2017 and 2016 was $207,500 and $110,000, respectively. Net cash provided by financing for the years ended August 31, 2017 and 2016 included proceeds from the issuance of common stock of $12,500 and $105,000, respectively and proceeds from convertible notes of $195,000 and $0, respectively.

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We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations and to seek merger candidates and/or acquisitions. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(a)(2) of the Securities Act of 1933. See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

We have no known demands or commitments and are not aware of any events or uncertainties that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.

We had no material commitments for capital expenditures as of August 31, 2017.

Off-Balance Sheet Arrangements.

We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data.

The report of the independent registered public accounting firm and the financial statements listed on the accompanying index at page F-1 of this report are filed as part of this report and incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On April 14, 2017, the Company was informed that our registered independent public accountant, Stevenson & Company CPAS LLC (“Stevenson”) of Tampa Florida, would no longer be providing audit services for public companies, including the Company.

April 20, 2017, the Company engaged DeLeon & Company, CPA (“DeLeon”) of Pembroke Pines, Florida, as its new registered independent public accountant. During the year ended August 31, 2016 and prior to April 20, 2017 (the date of the new engagement), we did not consult with DeLeon regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by DeLeon, in either case where written or oral advice provided by DeLeon would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

We did not have any disagreements on accounting and financial disclosure with DeLeon & Company, P.A. or with Stevenson & Company, CPAS LLC during the reporting periods.

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Item 9A. Controls and Procedures

(a) Management’s Annual Report on Internal Control over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with the U.S. generally accepted accounting principles.

As of August 31, 2017, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so as to timely identify, correct and disclose information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

As of August 31, 2017, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective so as to timely identify, correct and disclose information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

The management including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system are met. Further, the design of control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any within the Company have been detected.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of this section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

(b) Change in Internal Control Over Financial Reporting

We have not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.

Item 9B. Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The names and ages of our directors and executive officers as of August 31, 2016 are set forth below. Our Bylaws provide for not less than one and not more than fifteen directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

Name

Age

Position

Jack Namer (1)

President, Chief Executive Officer, Treasurer, Secretary, Principal Executive

Officer and Principal Accounting Officer, Director (1)

_______

(1)	Jack Namer will serve as a director until the next annual shareholder meeting.

Jack Namer, President, Chief Executive Officer, Treasurer, Secretary, Principal Executive Officer, Principal Accounting Officer and Director.

From 2011 through the present, Mr. Jack Namer has been the Chief Executive Officer for Eye On South Florida.com, which was incorporated as Eye On South Florida, Inc. in January 2013. Mr. Namer has been responsible for the development from inception of a concept for the real-time broadcast quality delivery via the Internet and all existing smart devices. He also has been engaged in arranging and delivering low-power television transmission of current events for non-profit entities and organizations. These events include black-tie fundraising events, press conferences and the like. Mr. Namer intends to use his past experience in the television marketplace for developing content on a national basis for all affinity groups to facilitate delivery of their respective messages.

From 2006 through 2011, Mr. Namer was employed as the Chief Executive Officer for BlackBook2.com, LLC in Fort Lauderdale Florida. Mr. Namer developed and implemented the Internet portal for BlackBook2.com. His responsibilities with the company included portal development and pricing; development of website coding and e-commerce techniques; negotiating contracts with advertisers; negotiating strategic contracts with various high-profile Internet search engines to drive viewers to the company portal; and negotiating stock-purchase acquisitions of various telecommunications companies. Mr. Namer sold the controlling interest of BlackBook2.com, Inc. to a public company in May, 2011.

Throughout Mr. Namer’s business career, he has been substantially involved in mergers and acquisitions involving various companies with which he has been associated. As a result of this vast business experience spanning in excess of 25 years, we believe that Mr. Namer is very well suited to serve as the Chief Executive Officer for our Company.

Significant Employees. None.

Family Relationships. None.

Involvement in Certain Legal Proceedings. To the best of our knowledge, except as set forth herein, none of the directors or director designees to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

The Board of Directors acts as the Audit Committee, and the Board has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such expert. The Company intends to continue to search for a qualified individual for hire.

Code of Ethics. We previously adopted a Code of Ethics that was attached as an exhibit to our Form 10-Q filed with the SEC on January 14, 2014.

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Meetings and Committees of the Board of Directors.

We do not have a nominating committee of the Board of Directors, or any committee performing similar functions. Nominees for election as a director are selected by the Board of Directors.

We do not yet have an audit committee or an audit committee financial expert. We expect to form such a committee composed of our non-employee directors. We may in the future attempt to add a qualified board member to serve as an audit committee financial expert in the future, subject to our ability to locate and compensate such a person. Despite the lack of an audit committee, those members of the board of directors that would otherwise be on our audit committee will continue to analyze and investigate our actual and potential businesses prospects as members of our board of directors. Furthermore, our entire board of directors is aware of the importance of the financial and accounting due diligence that must be undertaken in furtherance of our business and they intend to conduct a comprehensive accounting financial analysis of the Company’s business.

Compensation Committee Interlocks and Insider Participation.

As of August 31, 2017 our Board of Directors consisted solely of Jack Namer. At present, the Board of Directors has not established any committees.

Director Compensation.

There are currently no compensation arrangements in place for members of the board of directors.

Item 11. Executive Compensation.

The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the executive officers who served at the end of the period August 31, 2017, for services rendered in all capacities to us. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” Currently, we have no employment agreements with any of our Directors or Officers. All of our directors are unpaid. Compensation for the future will be determined when and if additional funding is obtained.

Summary Compensation Table – Officers

(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
										Non-equity		Change in Pension Value and Nonqualified
										incentive		deferred		All other
						Stock		Option		plan		compensation		Compensation		Total
Name and principal position	Year	Salary ($)		Bonus ($)		Awards ($)		Awards ($)		compensation ($)		earnings ($)		($)		($)
Jack Namer, President, CEO	2013		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2014		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2015		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2016		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2017		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

There is no employment contract with Mr. Jack Namer at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.. The amount of value for the services of Mr. Namer was determined by agreement for shares in which he received as a founders for (1) control (2) willingness to serve on the Board of Directors and (3) participation in the foundational days of the corporation. The amount received by Mr. Namer is not reflective of the true value of the contributed efforts by Mr. Namer and was arbitrarily determined by the company.

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Director Compensation

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Fees

Non-equity

Change in Pension Value and Nonqualified

earned or

paid in

Stock

Option

incentive

plan

deferred

compensation

All other

cash

Awards

Award(s)

compensation

earnings

Compensation

Total

Name

($)

Jack Namer, President, CEO

-0-

____

(1)	There is no employment contract with Mr. Namer at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of August 31, 2017, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable. Subject to community property laws, where applicable, the persons or entities named below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

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Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percentage of Class			Total Votes
Common Stock
Jack Namer (1) 1500 NW 65^th Ave. Plantation, FL 33313		510,642,000	(2)		96.57	%(3)		510,642,000	(4)

Amy Nalewaik 1500 NW 65^th Ave. Plantation, FL 33313		9,997,000			1.89	%(5)		9,997,000

Preferred Stock (6)
Jack Namer 1500 NW 65^th Ave. Plantation, FL 33313		50,000,000			100	%		500,000,000	(7)

______

(1)	Jack Namer is our Chief Executive Officer and the sole director for our Company.

(2)	This figure represents the number of shares of common stock beneficially owned assuming that Mr. Namer would have converted all of his Series A Convertible Preferred Stock at the rate of 10 common shares for each share of his preferred stock.
(3)	This figure represents the percentage of shares of common stock beneficially owned assuming that Mr. Namer would have converted all of his Series A Convertible Preferred Stock at the rate of 10 common shares for each share of his preferred stock.
(4)	This figure represents the number of shares of common stock that Mr. Namer could vote in the event that he would have converted all of his Series A Convertible Preferred Stock at the rate of 10 common shares for each share of his preferred stock. Notwithstanding any potential conversion of the preferred stock to common stock, Mr. Namer may exercise 10 votes per share of the Series A Convertible Preferred Stock in any matter that is put to the shareholders of the Company for a vote.
(5)	This figure represents the percentage of shares of common stock beneficially owned by Amy Nalewaik assuming that Mr. Namer would have converted all of his Series A Convertible Preferred Stock at the rate of 10 common shares for each share of his preferred stock.
(6)	The only class of preferred stock issued and outstanding is the Series A Convertible Preferred Stock. The Series A preferred stock has 10 votes per share and is convertible into 10 shares of our common stock at the election of the shareholder.
(7)	This figure represents the number of total votes per share of the preferred stock that Mr. Namer possesses and could vote in the event that he has not converted any of his Series A Convertible Preferred Stock.

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Item 13. Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons, Promoters and Certain Control Persons.

None

Director Independence.

We have not established our own definition for determining whether our director or nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current directors would not be deemed to be “independent” under any applicable definition given that they are officers of the Company. We also have not established any committees of the Board of Directors.

Given the nature of our Company, its limited shareholder base and the current composition of management, the Board of Directors does not believe that we require any corporate governance committees at this time. As our operations generate revenue we intend to seek additional members for our board of directors and establish our own definition of “independent” as related to directors and nominees for directors. We further intend to establish committees that will be suitable for our operations as our business operations warrant.

Our Company retained the services of De Leon & Company, P.A. to conduct audit and review services. The August 31, 2017 audit of Financial Statements was performed by De Leon & Company, P.A.

Stevenson & Company CPAs, LLC conducted the August 31, 2016 audit of Financial Statements. The Audit of Financial Statements are the only services provided by Stevenson & Company CPAs, LLC.

Item 14. Principal Accounting Fees and Services.

	2017		2016
Audit fees	$	11,500	$	9,000
Audit related fees		---		---
Tax fees		---		---
All other fees		---		---

The Company does not currently have an audit committee. The normal functions of the audit committee are handled by the board of directors. The Board of Directors, performing normal functions of the audit committee, approved 100% of the fees for services performed by De Leon & Company, P.A. and by Stevenson & Company CPAs, LLC.

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PART IV

Item 15. Exhibits, Financial Statement Schedule.

Exhibit Number and Description				Location Reference
(a)	Financial Statements			Filed Herewith

(b)	Exhibits required by Item 601, Regulation SB,

	(3.0)	Articles of Incorporation

		(3.1)	Initial Articles of Incorporation filed with Form 10 Registration Statement on September 3, 2013	See Exhibit Key

		(3.2)	Amendment to Articles of Incorporation filed with Form 8-K on July 12, 2017	See Exhibit Key

		(3.3)	Bylaws filed with Form 10 Registration Statement on September 3, 2013	See Exhibit Key

	(10.0)	Share Exchange Agreement filed with Form 8-K on January 27, 2014		See Exhibit Key

	(11.0)	Statement re: computation of per share Earnings		Note 2 to Financial Stmts.

	(14.0)	Code of Ethics filed with Form 10Q on January 14, 2014		See Exhibit Key

	(21.0)	List of Subsidiaries filed with Form 10-K on January 27, 2014		See Exhibit Key

	(31.1)	Certificate of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith

	(32.1)	Certificate of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18. U.S.C § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Files herewith

(101.INS)		XBRL Instance Document		Filed herewith
(101.SCH)		XBRL Taxonoomy Ext. Schema Document		Filed herewith
(101.CAL)		XBRL Taxonomy Ext. Calculation Linkbase Document		Filed herewith
(101.DEF)		XBRL Taxonomy Ext. Definition Linkbase Document		Filed herewith
(101.LAB)		XBRL Taxonomy Ext. Label Linkbase Document		Filed herewith
(101.PRE)		XBRL Taxonomy Ext. Presentation Linkbase Document		Filed herewith

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Exhibit Key


3.1	Incorporated by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on September 3, 2013.

3.2	Incorporated by reference herein to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 12, 2017.

3.3	Incorporated by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on September 3, 2013.

10.0	Incorporated by reference herein to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 27, 2014.

14.0	Incorporated by reference herein to the Company’s Form 10-Q filed with the Securities and Exchange Commission on January 14, 2014.

21.0	Incorporated by reference herein to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 27, 2014.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ETHOS MEDIA NETWORK, INC.

NAME	TITLE	DATE

/s/ Jack Namer	Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Chairman of the Board of Directors	October 30, 2017
Jack Namer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NAME	TITLE	DATE

/s/ Jack Namer	Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Chairman of the Board of Directors	October 30, 2017
Jack Namer

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants

Which Have Not Registered Securities Pursuant to Section 12 of the Act. None.

ETHOS MEDIA NETWORK, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page

Reports of Independent Registered Public Accounting Firms		F-2

Consolidated Balance Sheets as of August 31, 2017 and 2016		F-4

Consolidated Statements of Operations for the years ended August 31, 2017 and 2016		F-5

Consolidated Statements of Changes in Shareholders’ Deficit for the years ended August 31, 2017 and 2016		F-6

Consolidated Statements of Cash Flows for the years ended August 31, 2017 and 2016		F-7

Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Ethos Media Network, Inc.

We have audited the accompanying consolidated balance sheet of Ethos Media Network, Inc. (f/k/a Eye on Media Network, Inc.) as of August 31, 2017 and the related consolidated statements of operations, shareholders’ equity and cash flows for the year ended August 31, 2017. Ethos Media Network, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. We were not engaged to examine management’s assertion about the effectiveness of Ethos Media Network Inc.’s internal control over financial reporting as of August 31, 2017.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ethos Media Network, Inc. as of August 31, 2017, and the consolidated results of its operations and its cash flows for the year ended August 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s ability to raise additional capital through debt and/or equity financing is unknown and the Company has incurred a loss and negative cash flows from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

De Leon & Company, P.A.

Pembroke Pines

October 21, 2017

F-2

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STEVENSON & COMPANY CPAS LLC

A PCAOB Registered Accounting Firm

12421 N Florida Ave.

Suite.113

Tampa, FL 33612

(813)443-0619

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Ethos Media Network, Inc, f/k/a Eye On Media Network, Inc.,

We have audited the accompanying balance sheet of Ethos Media Network, Inc, f/k/a Eye On Media Network, Inc., as of August 31, 2016, and the related statements of operations, stockholders’ equity, and cash flows for the year ended August 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ethos Media Network, Inc, f/k/a Eye On Media Network, Inc., as of August 31, 2016, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Stevenson & Company CPAS LLC

Stevenson & Company CPAS LLC

Tampa, Florida

11/14/2016

F-3

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Ethos Media Network, Inc. (f/k/a Eye On Media Network Inc.) CONSOLIDATED BALANCE SHEETS

	August 31,			August 31,
	2017			2016

ASSETS
Current Assets
Cash and cash equivalents	$	68,931		$	2,071
Note receivable		24,500			---
Total Current Assets		93,431			2,071

Property and equipment, net of accumulated depreciation of $504,812 and $1,090,118, respectively		148,148			991,686

TOTAL ASSETS	$	241,579		$	993,757

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	7,186		$	6,625
Accrued interest		9,345			---
Convertible note payable, net of discount of $24,731 and $0, respectively		170,269			---
Derivative liabilities		1,633,576			---
Total Current Liabilities		1,820,376			6,625

TOTAL LIABILITIES		1,820,376			6,625

Stockholders' Equity/(Deficit)
Preferred stock: 500,000,000 authorized; $0.001 par value 50,000,000 and 50,000,000 shares issued and outstanding, respectively		50,000			50,000
Common stock: 750,000,000 authorized; $0.001 par value 28,789,451 and 28,576,951 shares issued and outstanding, respectively		28,789			28,577
Additional paid in capital		2,896,674			2,884,386
Accumulated deficit		(4,554,260	)		(1,975,831	)
Total Stockholders' Equity/(Deficit)		(1,578,797	)		987,132

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	241,579		$	993,757

The accompanying notes are an integral part of these consolidated financial statements

F-4

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Ethos Media Network, Inc. (f/k/a Eye On Media Network Inc.) CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended
	August 31,			August 31,
	2017			2016

Revenues	$	39,068		$	18,900

Operating Expenses
Contractor costs		3,075			19,041
Research and development		49,000			---
Stock based compensation		---			366,578
Professional fees		70,402			66,064
General and administrative		57,747			54,366
Impairment of long-lived assets		495,241			---
Depreciation and amortization		324,167			346,397
Total operating expenses		999,632			852,446

Net loss from operations		(960,564	)		(833,546	)

Other income (expense)
Gain on disposition		370			---
Interest expense		(9,390	)
Interest expense related to derivative liability		(170,269	)		---
Change in derivative		(1,438,576	)		---
Net loss	$	(2,578,429	)	$	(833,546	)

Basic and diluted loss per share	$	(0.09	)	$	(0.03	)

Weighted average number of shares outstanding		28,698,595			28,362,966

The accompanying notes are an integral part of these consolidated financial statements

F-5

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Ethos Media Network, Inc. (f/k/a Eye On Media Network Inc.) CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the Years Ended August 31, 2017 and 2016

									Additional
	Preferred Stock				Common Stock				Paid in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance, August 31, 2015		50,000,000	$	50,000		27,990,500	$	27,990	$	2,408,395	$	(1,142,285	)	$	1,344,100

Stock issued for cash		---		---		205,000		205		109,795		---			110,000
Stock issued for services		---		---		381,451		382		366,196		---			366,578

Net loss												(833,546	)		(833,546	)

Balance, August 31, 2016		50,000,000	$	50,000		28,576,951	$	28,577	$	2,884,386	$	(1,975,831	)	$	987,132

Stock issued for cash		---		---		212,500		212		12,288		---			12,500

Net loss												(2,578,429	)		(2,578,429	)

Balance, August 31, 2017		50,000,000	$	50,000		28,789,451	$	28,789	$	2,896,674	$	(4,554,260	)	$	(1,578,797	)

The accompanying notes are an integral part of these consolidated financial statements

F-6

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Ethos Media Network, Inc. (f/k/a Eye On Media Network Inc.) CONSOLIDATED STATEMENTS OF CASH FLOWS

	August 31,			August 31,
	2017			2016

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(2,578,429	)	$	(833,546	)
Adjustment to reconcile Net (loss) to net cash used by operations:
Gain on sale of fixed asset		(370	)
Depreciation and amortization		324,167			346,397
Beneficial conversion of derivative convertible notes		1,608,845			---
Impairment of long-lived assets		495,241			---
Stock issued for services provided		---			366,578
Changes in assets and liabilities:
Accounts payable		561			5,275
Accrued interest		9,345			---
Net Cash Used in Operating Activities		(140,640	)		(115,296	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		195,000			---
Proceeds from sale of common stock		12,500			110,000
Net Cash Provided by Financing Activities		207,500			110,000

Net increase (decrease) in cash and cash equivalents		66,860			(5,296	)

Cash and cash equivalents
Beginning of period		2,071			7,367
End of period	$	68,931		$	2,071

Supplemental cash flow information
Cash paid for interest	$	---		$	---
Cash paid for taxes	$	---		$	---

Non-cash transactions:
Derivative convertible liability recorded	$	1,633,576		$	---

The accompanying notes are an integral part of these consolidated financial statements

F-7

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Ethos Media Network, Inc.

(f/k/a Eye On Media Network Inc.)

Notes to Consolidated Financial Statements

For the Years Ended August 31, 2017 and 2016

NOTE 1 NATURE OF OPERATIONS AND PRINCIPLES OF CONSOLIDATION

Ethos Media Network, Inc. (f/k/a Eye On Media Network, Inc.) (“Ethos”, “EOMN” or the “Company”) was incorporated in Florida on August 2, 2013, with an objective to acquire, or merge with, an operating business. On January 22, 2014 the Company acquired an operating company, Eye on South Florida in a reverse merger.

Eye on South Florida, Inc. (ETHOS), a corporation, was chartered in the State of Florida on January 18, 2013 as a media organization for the purpose of providing television services as an independent producer and distributor of television programming locally and nationally. The programming is based on content that is produced and filmed in South Florida, on subjects that are relevant to the South Florida area. The operations of Eye on South Florida ceased in January of 2015.

As of January 22, 2014, the Company is in the business of providing television services to areas around the state and the country.

These financial statements include the balances of Ethos Media Network, Inc. and subsidiary. All intercompany balances have been eliminated in the financial statements.

NOTE 2: GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced, to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fiscal Year End

The Company elected August 31 as its fiscal year ending date.

F-8

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Ethos Media Network, Inc.

(f/k/a Eye On Media Network Inc.)

Notes to Consolidated Financial Statements

For the Years Ended August 31, 2017 and 2016

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents totaled $68,931 at August 31, 2017 and $2,071 at August 31, 2016.

Credit risk associated with cash deposits are insured under FDIC up to $250,000 per depositor, per FDIC insured bank, per ownership category. At such time, as the Company’s cash deposits exceed FDIC limits, the Company will reassess their credit risk.

Note Receivable

Note receivable at August 31, 2017 was $24,500 and consist of amounts due from the sale of two vehicles. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends. Based on management’s review of the note receivable, no allowance for doubtful accounts was considered necessary. At August 31, 2017, the Company has estimated an $0 allowance for doubtful accounts is warranted.

Cash Flows Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments

Financial Instruments

The Company’s balance sheet includes certain financial instruments, including cash and accounts payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

	Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

	Level 2	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

	Level 3	Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2017. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

F-9

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Ethos Media Network, Inc.

(f/k/a Eye On Media Network Inc.)

Notes to Consolidated Financial Statements

For the Years Ended August 31, 2017 and 2016

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned.

The Company considers revenue realized or realizable and earned when all of the following criteria are met:

	·	persuasive evidence of an arrangement exists
	·	the product has been shipped or the services have been rendered to the customer
	·	the sales price is fixed or determinable
	·	collectability is reasonably assured.

The Company generates revenue through four processes: (1) Media Production, (2) Commercial Production, Distribution and (3) Advertising Sales and Distribution (4) Live Broadcasting of Events.

	·	Revenue for media production of original content. The company recognizes a sale when the production is completed and ready for distribution. The burden of distribution and risk of loss has passed to the customer.
	·	Revenue for production of television grade HD Commercials. Revenue is recognized when the services have been performed and passed on to the customer.
	·	Revenue for distribution of commercials and content service fees is recognized ratably over the term of the advertising agreement.
	·	Revenue for live broadcasting of original content. The company recognizes a sale when the live broadcast / production is contracted and completed. The burden of distribution and risk of loss has passed to the customer.

Property and Equipment

Property and equipment is stated at cost. Depreciation is computed by the straight-line method over estimated useful lives which primarily range from 5 to 7 years.

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company recognized impairment losses of $495,241 and $0 for the periods ending August 31, 2017 and August 31, 2016, respectively.

Impairment of Long- Lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets.

Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of August 31, 2017.

F-10

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Ethos Media Network, Inc.

(f/k/a Eye On Media Network Inc.)

Notes to Consolidated Financial Statements

For the Years Ended August 31, 2017 and 2016

Net Income (Loss) Per Common Share

Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at August 31, 2017. At August 31, 2017, there were 50,000,000 of preferred convertible shares that were not included because they would be anti-dilutive.

Share-Based Expense

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:(a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense for the years ended August 31, 2017 and 2016 was $0 and $366,578 respectively.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial statements.

ASU Update 2014-09 Revenue from Contracts with Customers (Topic 606) issued May 28, 2014 by FASB and IASB converged guidance on recognizing revenue in contracts with customers on an effective date after December 31, 2017 will be evaluated as to impact and implemented accordingly.

ASU Update 2014-15 Presentation of Financial Statements – Going Concern (Sub Topic 205-40) issued August 27, 2014 by FASB defines management’s responsibility to evaluate whether there is a substantial doubt about an organization’s ability to continue as a going concern. The additional disclosure required is effective after December 31, 2016 and will be evaluated as to impact and implemented accordingly.

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Ethos Media Network, Inc.

(f/k/a Eye On Media Network Inc.)

Notes to Consolidated Financial Statements

For the Years Ended August 31, 2017 and 2016

NOTE 4: PROPERTY, PLANT AND EQUIPMENT

The Company has capitalized costs for property, plant and equipment as follows:

	August 31, 2017		August 31, 2016
Production equipment	$	535,480	$	1,715,480
Office furniture and equipment		7,899		7,899
Leasehold improvements		34,321		34,321
Vehicles		75,260		324,104
		652,960		2,081,804
Accumulated depreciation		504,812		1,090,118
PP&E, net accumulated depreciation	$	148,148	$	991,686

Depreciation for the years ended August 31, 2017 and 2016 was $324,167, and $346,397, respectively.

Impairment of long-lived assets

The Company had tested the four asset groups and determined that impairment indicators were present for the production equipment group, specifically for software, server and vehicle components. As a result, software, server and vehicle were written down to their estimated fair value; resulting in an impairment charge of $495,241 and $0 for the years ending August 31, 2017 and 2016, respectively.

NOTE 5: ACCOUNTS PAYABLE

At August 31, 2017 and 2016, accounts payable was $7,186 and $6,625, respectively.

NOTE 6 – CONVERTIBLE NOTE PAYABLE

AUCTUS FUND, LLC

On March 22, 2017, the Company executed a convertible promissory note with Auctus Fund, LLC. The note carries a principal balance of $80,000 together with an interest rate of twelve percent (12%) per annum and a maturity date of December 22, 2017. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-four percent (24%) per annum from the due date thereof until the same is paid.

The holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty-one (181) days following the date of this note, to convert all or any part of the outstanding and unpaid principal amount into Common Stock. The conversion shall equal sixty-one percent (61%) of the average of the lowest two (2) trading prices for the Common Stock during the previous twenty-five (25) trading period ending on the latest complete trading day prior to the conversion date, representing a discount rate of forty-five percent (45%).

EMA FINANCIAL, LLC

On March 22, 2017, the Company executed a convertible promissory note with EMA Financial, LLC. The note carries a principal balance of $85,000 together with an interest rate of ten percent (10%) per annum and a maturity date of March 22, 2018. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-four percent (24%) per annum from the due date thereof until the same is paid.

The holder shall have the right, in its sole and absolute discretion, at any time from time to time, to convert all or any part of the outstanding amount due under this note. The conversion shall equal sixty percent (60%) of the average of the lowest two (2) trading prices for the Common Stock during the previous twenty (20) trading period ending on the latest complete trading day prior to the conversion date, representing a discount rate of forty percent (40%).

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Table of Contents

Ethos Media Network, Inc.

(f/k/a Eye On Media Network Inc.)

Notes to Consolidated Financial Statements

For the Years Ended August 31, 2017 and 2016

POWER UP LENDING GROUP

On April 20, 2017, The Company executed a convertible promissory note with Power Up Lending Group, Ltd. The note carries a principal balance of $30,000 together with an interest rate of twelve percent (12%) per annum and a maturity date of January 30, 2018. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid.

The holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this note, to convert all or any part of the outstanding and unpaid principal amount into Common Stock. The conversion shall equal fifty-five percent (55%) of the average of the lowest two (2) trading prices for the Common Stock during the twenty (20) day trading period ending on the latest complete trading day prior to the conversion date, representing a discount rate of forty-five percent (45%).

The Company accounts for this beneficial conversion feature as a derivative under ASC 815-10-15-83 and valued separately from the note at fair value. The beneficial conversion feature of the note is revalued at each subsequent reporting date at fair value and any changes in fair value will result in a gain or loss in those periods. At August 31, 2017, the fair value of beneficial conversion feature was $3,117,664.

Convertible Notes payable consisted of the following:

	August 31, 2017			August 31, 2016
Convertible notes payable:	$	195,000		$	-0-
Debt discount		(24,731	)
Convertible notes payable net of debt discount	$	170,269		$	-0-

Accrued interest		9,345			-0-

Current portion of convertible note payable and interest	$	179,614		$	-0-

NOTE 7 – INCOME TAXES

At August 31, 2017, the Company had a net operating loss carry–forward for Federal income tax purposes of approximately $2,578,429 that may be offset against future taxable income through 2034 No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets calculated at the effective rates note below, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by the valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.

The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% and State tax rate of 5.5% to income before taxes), as follows:

	For the Year Ended August 31, 2017			For the Year Ended August 31, 2016
Tax expense (benefit) at the statutory rate	$	(387,550	)	$	(283,000	)
State income taxes, net of federal income tax benefit		(62,691	)		(30,000	)
Change in valuation allowance		450,241			313,000
Total	$	---		$	---

The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.

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Table of Contents

Ethos Media Network, Inc.

(f/k/a Eye On Media Network Inc.)

Notes to Consolidated Financial Statements

For the Years Ended August 31, 2017 and 2016

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

For the years ending August 31, 2017 and August 31, 2016, the Company has net operating losses from operations. The carry forwards expire through the year 2034. The Company’s net operating loss carry forward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. A valuation allowance has been applied due to the uncertainty of realization.

The Company’s net deferred tax asset as of August 31, 2017 and August 31, 2016 is as follows:

	August 31, 2017			August 31, 2016
Deferred tax assets	$	1,059,332		$	742,000
Valuation allowance		(1,059,332	)		(742,000	)
Net deferred tax asset	$	---		$	---

The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the period from inception ended August 31, 2013 through the year ended August 31, 2017 The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest through the year ended August 31, 2017.

NOTE 8: EQUITY

Preferred Stock

The Company has been authorized to issue 500,000,000 shares of $.001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation. As of August 31, 2017 and 2016 there are 50,000,000 and 50,000,000 shares of Series “A” Convertible Preferred Stock issued and outstanding, respectively.

Common Stock

The Company has been authorized to issue 750,000,000 shares of common stock, $.001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution.

On September 3, 2015, the Company sold 10,000 shares of common stock to a non-related party in exchange for cash proceeds of $5,000. The shares were issued at $0.50 per share.

On September 18, 2015, the Company sold 50,000 shares of common stock to a non-related party in exchange for cash proceeds of $50,000. The shares were issued at $1.00 per share.

On October 2, 2015, the Company sold 125,000 shares of common stock to a non-related party in exchange for cash proceeds of $50,000. The shares were issued at $0.40 per share.

On January 1, 2016, the Company issued 286,970 shares of common stock to non- related parties in exchange for services. The shares were issued at $1.08 per share and valued at approximately $311,000.

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Table of Contents

Ethos Media Network, Inc.

(f/k/a Eye On Media Network Inc.)

Notes to Consolidated Financial Statements

For the Years Ended August 31, 2017 and 2016

On July 13, 2016, the Company sold 20,000 shares of common stock to a non-related party in exchange for cash proceeds of $5,000. The shares were issued at $0.25 per share.

On January 27, 2017, the Company sold 62,500 shares of common stock to a non-related party in exchange for cash proceeds of $2,500. The shares were issued at $0.04 per share.

On February 6, 2017, the Company sold 150,000 shares of common stock to a non-related party in exchange for cash proceeds of $10,000. The shares were issued at $0.066 per share.

As of August 31, 2017, there are 28,789,451 shares of common stock issued and outstanding.

Options and Warrants

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company as of August 31, 2017.

NOTE 9: RELATED PARTY TRANSACTION

The Company has been provided office space by a member of the Board of Directors at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

The above amount is not necessarily indicative of the amount that would have been incurred had a comparable transaction been entered into with independent parties.

NOTE 10: COMMITMENTS AND CONTINGENCIES

From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

NOTE 11: SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment to or disclosure in the financial statements.

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Attached files

Ethos Media Network, Inc. Reports

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