U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2017

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

For the transition period from _________ to _________

Commission File Number: 000-7475

____________________________




	SOOUM CORP.
	(Exact name of registrant as specified in its charter)
Minnesota		41-0831186
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

590 Madison Avenue, Suite 1800 New York, NY		10022
(Address of principal executive offices)		(Zip Code)

	Registrant's telephone number, including area code: (646) 801-3772

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 requirements for the past 90 days. [ X ] Yes [ X ] No

Indicate by check mark whether the registrant 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

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

Large accelerated filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting Company [X] Emerging Growth Company [ ]

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule 12b-2~~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 Exchange Act).[ ] Yes [X] No

The number of shares of issuer’s common stock, par value $0.0001 per share, outstanding as of ~~March~~June 3130, 2017 was approximately 1,584,245,095.

-1-

PART I - FINANCIAL INFORMATION



PART I-	FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets at June 30, 2017 (Unaudited) and December 31, 2016 (Audited)	4
	Unaudited Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2017 and 2016 (Unaudited)	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016 (Unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
Item 4(T).	Controls and Procedures	24
PART II-	OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mining Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
	Signatures	27

~~Item 1:~~-2-

Financial Statements

Condensed Consolidated Balance Sheets – March 31, 2017 (Unaudited) and December 31, 2016

Unaudited Condensed Consolidated Statements of Operations – Three Ended March 31, 2016 and 2017

Unaudited Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2016 and 2017 (Unaudited)

Notes to Unaudited Condensed Consolidated Financial Statements

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3:

Quantitative and Qualitative Disclosures About Market Risks

Item 4:

Controls and Procedures

PART II - OTHER INFORMATION

Item 1:

Legal Proceedings

Item 1A:

Risk Factors

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3:

Defaults Upon Senior Securities

Item 4:

Mine Safety Disclosures

Item 5:

Other Information

Item 6:

Exhibits

Signatures

SOOUM CORP.

New York, New York

FINANCIAL REPORTS AT ~~MARCH~~JUNE 3130, 2017

SOOUM CORP. New York, New York TABLE OF CONTENTS Condensed Consolidated Balance Sheets at March 31, 2017 and December 31, 2016 4 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2017 and 2016 – Unaudited 5 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 – Unaudited 6 Condensed Consolidated Notes to the Financial Statements 7 - 193-

SOOUM CORP. New York, New York TABLE OF CONTENTS Condensed Consolidated Balance Sheets at June 30, 2017 and December 31, 2016 1 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016 – Unaudited 2 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016 – Unaudited 3 Condensed Consolidated Notes to the Financial Statements 4 - 16

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SoOum Corp.

New York, New York

CONDENSED CONSOLIDATED BALANCE SHEETS

	Unaudited
	March 31,	December 31,
	June 30,	December 31,
	2017	2016
ASSETS
Current Assets
Cash and Cash Equivalents	$ ~~469~~—	$ 92
Accounts Receivable, Net of Allowance for Doubtful Accounts	19,354	—
Prepaid Expenses	13,268	—
Prepaid Expenses	15,419	—
Current Assets of Discontinued Operations	—	391,566
Total Current Assets	3513,~~242~~268	391,658
Noncurrent Assets of Discontinued Operations	—	3,454,787
Total Assets	$ 3513,~~242~~268	$ 3,846,445
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Bank Overdraft	$ 2,180	$ —
Notes Payable - Current Portion	441,421	441,421
Notes Payable - Related Parties	1,258,187	1,258,187
Accounts Payable	1,283,323	1,283,324
Accrued Expenses	3,~~033~~120,~~005~~353	2,949,934
Customer Deposit	23,085	—
Judgements Payable	1,147,203	1,147,203
Stock Payable	—	5,000
Convertible Debt - Net of Discounts	~~481~~575,~~451~~882	486,460
Derivative Liability	1,~~445~~242,~~700~~080	641,271
Current Liabilities of Discontinued Operations	—	1,652,316
Total Current Liabilities	9,~~090~~093,~~290~~714	9,865,116
Other Liabilities
Non Current Portion of Discontinued Operations	—	80,808
Total Liabilities	9,~~090~~093,~~290~~714	9,945,924
Stockholders' Deficit
Common Stock - $.0001 Par; 20,000,000,000 Shares Authorized,
1,584,245,095 and 1,062,696,295 Issued and Outstanding, Respectively	158,425	106,270
Preferred Stock: $0.0001 Par; 25,000,000 Shares Authorized,
25,000,000 Issued and Outstanding, Respectively	2,500	2,500
Preferred Stock Class B: $0.0001 Par; 10,000,000 Shares Authorized,
9,100,000 Issued and Outstanding, Respectively	910	910
Preferred Stock Class C: $0.0001 Par; 10,000,000 Shares Authorized,
1,690,000 Issued and Outstanding, Respectively	169	169
Additional Paid-In-Capital	14,694,723	14,445,510
Accumulated Deficit	(23,~~911~~937,~~775~~173)	(20,654,838)
Total Stockholders' Deficit	(9,~~055~~080,~~048~~446)	(6,099,479)
Total Liabilities and Stockholders' Deficit	$ 3513,~~242~~268	$ 3,846,445
The accompanying notes are an integral part of these condensed consolidated financial statements.

4 - 5 -

SoOum Corp.

New York, New York

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,	2017	2016
	For the Three Months Ended June 30,		For the Six Months Ended June 30,
Revenues, Net	$ 19,354	$ 2,660
	2017	2016	2017	2016
Cost of Sales	14,315	125
Revenues, Net	$ —	$ 427	$ 19,354	$ 3,087
Gross Profit	5,039	2,535
Cost of Sales	—	312	14,315	437
Expenses
Gross Profit	—	115	5,039	2,650
General and Administrative	402,435	4,055,506
Expenses
Loss Before Other Income and (Expense)	(397,396)	(4,052,971)
General and Administrative	114,341	58,231	516,776	4,113,737
Other Income and (Expense)
Loss Before Other Income and (Expense)	(114,341)	(58,116)	(511,737)	(4,111,087)
Change in Fair Value of Derivative	(403,380)	26,728
Other Income and (Expense)
Loss on Extinguishment of Debt	(390,254)	—
Change in Fair Value of Derivative	203,620	(19,806)	(199,760)	6,922
Interest Expense	(395,678)	(53,154)
Loss on Extinguishment of Debt	—	—	(390,254)	—
Total Other Income and (Expense), Net	(1,189,312)	(26,426)
Interest Expense	(114,677)	(2,218)	(510,355)	(55,372)
Loss from Operations Before
Total Other Income and (Expense), Net	88,943	(22,024)	(1,100,369)	(48,450)
Provision for Taxes and Loss from Discontinued Operations	(1,586,708)	(4,079,397)
Loss from Operations Before
Provision for Taxes	—	—
Provision for Taxes and Loss from Discontinued Operations	(25,398)	(80,140)	(1,612,106)	(4,159,537)
Net Loss Before Discontinued Operations	(1,586,708)	(4,079,397)
Provision for Taxes	—	—	—	—
Loss on Discontinued Operations	(2,625,197)	—
Net Loss Before Discontinued Operations	(25,398)	(80,140)	(1,612,106)	(4,159,537)
Net Loss for the Period	$ (4,211,905)	$ (4,079,397)
Loss on Discontinued Operations	—	—	(2,625,197)	—
Weighted Average Number of Common Shares Outstanding
Net Loss for the Period	$ (25,398)	$ (80,140)	$ (4,237,303)	$ (4,159,537)
Basic and Diluted	1,723,926,296	60,788,382
Weighted Average Number of Common Shares Outstanding
Net Loss Per Common Share - Basic & Diluted:
Basic and Diluted	1,584,245,095	63,909,685	1,434,887,681	62,349,034
Continuing Operations	($0.00)	($0.07)
Net Loss Per Common Share - Basic & Diluted:
Discontinued Operations	($0.00)	$0.00
Continuing Operations	($0.00)	($0.00)	($0.00)	($0.07)
The accompanying notes are an integral part of these condensed consolidated financial statements.
Discontinued Operations	($0.00)	($0.00)	($0.00)	$0.00
The accompanying notes are an integral part of these condensed consolidated financial statements.

5-6 -

SoOum Corp.

New York, New York

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31,	2017	2016
For the Six Months Ended June 30,	2017	2016
Cash Flows from Operating Activities
Net Loss for the Period	$ (4,~~211~~237,~~905~~303)	$ (4,~~079~~159,~~397~~537)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization of Debt Discount	70163,~~975~~406	35,~~153~~371
Loss on Extinguishment of Debt	390,254	—
Change in Fair Value of Derivative	~~403~~199,~~380~~760	(266,~~728~~922)
Common Stock Issued for Services	111,000	4,~~000~~003,~~000~~984
Common Stock Issued for Commitment Fee	62,344	—
Loss on Discontinued Operations	2,625,197	—
Excess Fair Value of Derivatives	311,036	—
Changes in Assets and Liabilities:
Accounts Receivable	(19,354)	—
Prepaid Expenses	(13,268)	—
Prepaid Expenses	(15,419)	—
Customer Discounts	23,085	—
Accounts Payable	—	—
Accrued Expenses	168,718	144,067
Accrued Expenses	81,370	93,994
Judgements Payable	—	8,939
Net Cash Flows Used In Operating Activities	(~~191~~195,~~122~~771)	(394,098)
Cash Flows From Investing Activities
Cash Released in Spin-off of Discontinued Operations	(122,830)	—
Cash Released in Spin-off of Discontined Operations	(122,830)	—
Notes Receivable Increase	—	297
Net Cash Flows Provided by Investing Activities	(122,830)	297
Cash Flows From Financing Activities
Proceeds from Notes Payable - Related Parties, net	—	535
Bank Overdraft	2,180	—
Cash Proceeds Received from Issuance of Convertible Notes Payable	191,500	—
Proceeds from Notes Payable - Related Parties, net	—	3,767
Net Cash Flows Provided by Financing Activities	191,500	535
Cash Proceeds Received from Issuance of Convertible Notes Payable	193,500	—
Net Change in Cash and Cash Equivalents	(122,452)	793
Net Cash Flows Provided by Financing Activities	195,680	3,767
Net Change in Cash and Cash Equivalents	(122,921)	(34)
Cash and Cash Equivalents - Beginning of Period	122,921	41
Cash and Cash Equivalents - End of Period	$ ~~469~~—	$ ~~834~~7
Cash Paid During the Period for:
Interest	—	—
Income Taxes	—	—
Non Cash Investing and Financing Activities:
Derivative Liability Reclassified to APIC	$ 489,725	$ —
Change in Fair Value of Derivative	$ 189,484	$ —
Estimated Fair Value of Debt Discount	$ 189,484	$ —
Common Stock Issued Upon the Conversion of Notes Payable	$ 83,299	$ —
The accompanying notes are an integral part of these condensed consolidated financial statements.

6 - 7 -

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – The Company

SoOum Corp., formerly known as Swordfish Financial, Inc., (a Texas Corporation), acquired 80% of the outstanding common stock of Nature Vision, Inc. pursuant to a stock acquisition/merger agreement on August 14, 2009. As a result of the merger, Nature Vision changed its name to Swordfish Financial, Inc. (“Swordfish”).

On September 23, 2014, Swordfish entered into a Securities Purchase Agreement with 100% of the common stock shareholders (the “Sellers”) of SoOum Corp. Upon the closing of the transaction on November 10, 2014, SoOum Corp. shareholders transferred all of their outstanding shares of common stock to SoOum Holdings, Inc., a wholly owned subsidiary of Swordfish. In consideration, Swordfish issued 9,100,000 shares of its Class B Preferred stock and 1,690,000 shares of its Class C preferred Stock. The Class B Preferred Stock is convertible at the rate of 1 common share to 1. The Class C Preferred Stock is convertible at the rate of 10 common shares to 1. Class B and Class C have voting rights of 1,000 to 1 per share. As a result of the merger Swordfish Financial, Inc. changed its name to SoOum Corp.

Effective with the merger, SoOum Corp. changed its business focus to international commodity trading arbitrage. The Company will use its own proprietary technology to identify and exploit arbitrage opportunities. SoOum also plans to distribute trade intelligence to global subscribers in order to solve supply shortages and bring new business to local manufacturers.

Material Definitive Agreements

Acquisition

On August 25, 2016, SoOum Corp entered into a Securities Purchase Agreement with one hundred percent (100%) of the members (the “Sellers”) of Western Grade LLC (“WG”). Upon the closing of the transaction on October 6, 2016, WG members transferred all of their outstanding ownership interests to SoOum Corp. In consideration, SoOum Corp. issued 445,000,000 shares of common stock to the Sellers. The common stock received by the members of Western Grade LLC, represent an ownership interest in SoOum Corp of approximately 42% at such time. WG became a wholly owned subsidiary of SoOum Corp. See Form 8-K filed by SoOum Corp. on October 6, 2016 for more detail.

Initially, for periods after the acquisition of WG (since October 6, 2016), SoOum Corp.’s financial results were referred to as “Successor” and its results of operations combined SoOum Corp. operations and Western Grade’s operations. For periods prior to the acquisition of WG the financial results were referred to as “Predecessor” and its operations included only the operations of WG.

Spin-Off

On July 28, 2017, the Company signed a Separation Agreement (the “Agreement”) with Ms. Joy Gillespie pursuant to which Ms. Gillespie exchanged her 445,000,000 shares of common stock of SoOum Corp. for 100% of the ownership interests of Western Grade, LLC (“WG”), which were owned by SoOum Corp. In effect, this transaction reverses the prior acquisition of Western Grade by SoOum Corp., which occurred on October 06, 2016. The Separation Agreement entered between the parties contains other terms common to a transaction of this nature. Accordingly, the Company's financial statements will not include the operations of WG from effective date of January 1, 2017, and the related transaction was accounted for as a spin-off of WG as of the effective date. Based on the consideration received (shares of common stock) and the net assets surrendered, the Company recorded a loss on spinoff of approximately $2,600,000, which has been included in loss on discontinued operations in the accompanying statement of operations for the period ended ~~March~~June 3130, 2017.

Due to the Agreement, the Company will no longer report WG as the Company's "Predecessor" and all historical financial information of the Company will be that of SoOum Corporation. WG was only consolidated with SoOum Corporation's financial statements for the period from October 6, 2017 (date of acquisition) through December 31, 2016. The Proforma financial information included below discloses the effects as if the acquisition of WG was not included in the consolidated balance sheet at December 31, 2016 included herein.

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	As Reported	Less: WG	ProForma
Current Assets	391,658	391,566	92
Total Assets	3,846,445	3,846,353	92
Current Liabilities	9,867,116	1,652,316	8,214,800
Total Liabilities	9,945,924	1,733,124	8,214,800
Total Equity (Deficit)	(6,099,479)	2,113,229	(8,214,708)

The following financial information presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations at December 31, 2016.




ASSETS
Current Assets:
Cash and Cash Equivalents	$	122,829
Accounts Receivable		112,929
Prepaid Expenses and Other Current Assets		155,808
Total Current Assets of Discontinued Operations		391,566
Noncurrent assets of Discontinued Operations		3,454,787
TOTAL ASSETS OF DISCONTINUED OPERATIONS	$	3,846,353

LIABILITIES

LIABILITIES
Current Liabilities:
Accounts Payable and Accrued Expenses	$	480,055
Current Portion of Notes Payable		1,033,183
Current Portion of Notes Payable to Related Parties		139,078
Total Current Liabilities of Discontinued Operations		1,652,316
Noncurrent Liabilities of Discontinued Operations		80,808
TOTAL LIABILITIES OF DISCONTINUED OPERATIONS	$	1,733,124

7- 9 -

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – The Company – continued

Principles of Consolidation

The consolidated financial statements include the accounts of SoOum Corp., and its wholly owned subsidiaries; Nature Vision, Inc., and SoOum (collectively the “Company”). All significant inter-company balances have been eliminated in consolidation.

Basis of Presentation

The condensed consolidated balance sheet as of December 31, 2016, which has been derived from audited consolidated financial statements, and these unaudited condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United Stated (~~"U.S.~~ “GAAP"”), and include all assets, liabilities, revenues and expenses of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated. These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with Management'’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and notes thereto included in the Company'’s Annual Report on Form 10-K for the year ended December 31, 2016. Certain information required by U.S. GAAP has been condensed or omitted in accordance with the rules and regulations of the U.S. ~~Securites~~Securities and Exchange Commission ("“SEC"”). The results for the period ended ~~March~~June 3130, 2017, are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2017 or for any future period. Certain items have been reclassified to conform to the current year presentation.

NOTE B – Summary of Significant Accounting Policies

Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to the allowance for doubtful accounts based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to accounts receivable. Allowance for doubtful accounts was $-0- and $4,039 (included in discontinued operations) at March 31, 2017 and December 31, 2016, respectively.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires 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 the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The more significant assumptions by management include among others: allowance for doubtful accounts, fair value of derivative liabilities, and the valuation of equity based instruments. Actual results could differ from those estimates. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

~~Fair~~- ~~Value~~10 ~~of Financial Instruments~~-

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts receivable, accounts payable, accrued liabilities, and notes payable approximate fair value given their short-term nature or effective interest rates.

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – Summary of Significant Accounting Policies - continued

Fair Value of Financial Instruments

Earnings per Share

Earnings per share of common stock are computed in accordance with the Financial Accounting Standards Board (“FASB”) ASC 260, “Earnings per Share”. Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings per share.

Employee Stock Based Compensation

Stock based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock based award is recognized as an expense over the requisite service period of the award on a straight-line basis.

For purposes of determining the variables used in the calculation of stock based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our consolidated statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our consolidated financial statements.

Non-Employee Stock Based Compensation

Issuances of the Company's common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a "performance commitment" which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.

9 - 11 -

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – Summary of Significant Accounting Policies – continued

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

The Company reviews the terms of the common stock, warrants and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. The Company uses a lattice model for valuation of the derivative.

When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value.

The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method.

Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net cash settlement of the derivative instrument could be required within the 12 months of the balance sheet date.

Debt Modifications and Extinguishments

When the Company modifies or extinguishes debt, it does so in accordance with ASC Topic 470-50-40, which requires modification to debt instruments to be evaluated to assess whether the modifications are considered “substantial modifications”. A substantial modification of terms shall be accounted for as an extinguishment. Based on the guidance relied upon and the analysis performed, if the Company believes the embedded conversion feature has no fair value on the date of issuance (measurement date) and the embedded conversion feature has no beneficial conversion feature, the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25 and the issuance of the convertible note payable is considered a modification, and not an extinguishment that would require the recognition of a gain or loss. If the Company determines the change in terms meet the criteria for substantial modification under ASC 470 it will treat the modification as extinguishment and recognize a loss from debt extinguishment.

10 - 12 -

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – Recently Issued Accounting Standards

In July 2017, the FASB issued ASU No. 2017-11, which eliminates the requirement to classify financial instruments as derivative liabilities simply because they have down round pricing protection. The Company has often issued warrants with down round pricing protection as part of its financing activities. Currently, the Company has convertible notes payable and warrants with down round pricing protection that are classified as derivative liabilities. The Company revalues these warrant tranches each reporting period and records the valuation differences as a component of other income in the statement of operations. The adoption of this ASU will allow the Company to classify its remaining warrant derivatives as equity and future warrants that might be issued by the Company with down round price protection will qualify as equity rather than derivative liability for balance sheet presentation purposes. This ASU is effective for annual periods beginning after December 15, 2018, and early adoption is permitted. The Company is determining the financial impact of this ASU.

Financial Accounting Standards Board, or FASB, Accounting Standards Update, or FASB ASU 2017-04 “Simplifying the Test for Goodwill Impairment (Topic 350)” – In January 2017, the FASB issued 2017-04. The guidance removes “Step Two” of the goodwill impairment test, which required a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The ASU is effective for annual reporting periods beginning after December 15, 2019, and for interim periods within those years, with early adoption permitted. We do not expect this ASU to have a significant impact on our consolidated financial statements and related disclosures.

FASB ASU 2017-01 “Clarifying the Definition of a Business (Topic 805)” – In January 2017, the FASB issued 2017-1. The new guidance that changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. The ASU is effective for annual reporting periods beginning after December 15, 2017, and for interim periods within those years. Adoption of this ASU is not expected to have a significant impact on our consolidated results of operations, cash flows and financial position.

FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” – In August 2016, the FASB issued 2016-15. Stakeholders indicated that there is a diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. Adoption of this ASU will not have a significant impact on our statement of cash flows.

~~FASB ASU 2016~~-12 ~~“Revenue~~13 ~~from Contracts with Customers (Topic 606)” – In May 2016, the FASB issued 2016~~-12. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-12 provides clarification on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position.

FASB ASU 2016-11 “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)” – In May 2016, the FASB issued 2016-11, which clarifies guidance on assessing whether an entity is a principal or an agent in a revenue transaction. This conclusion impacts whether an entity reports revenue on a gross or net basis. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position.

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – Recently Issued Accounting Standards –- continued

FASB ASU 2016-12 “Revenue from Contracts with Customers (Topic 606)” – In May 2016, the FASB issued 2016-12. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-12 provides clarification on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position.

FASB ASU 2016-11 “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)” – In May 2016, the FASB issued 2016-11, which clarifies guidance on assessing whether an entity is a principal or an agent in a revenue transaction. This conclusion impacts whether an entity reports revenue on a gross or net basis. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position.

FASB ASU 2016-10 “Revenue from Contracts with Customers (Topic 606)” – In April 2016, the FASB issued ASU 2016-10, clarify identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position.

FASB ASU 2016-09 “Compensation – Stock Compensation (Topic 718)” – In March 2016, the FASB issued ASU 2016-09, which includes multiple provisions intended to simplify various aspects of accounting for share-based payments. The new guidance will require entities to recognize all income tax effects of awards in the income statement when the awards vest or are settled. It also will allow entities to make a policy election to account for forfeitures as they occur. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. This standard did not have a significant impact on our consolidated financial statements and related disclosures.

- 14 -

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – Recently Issued Accounting Standards - continued

FASB ASU 2016-02 “Leases (Topic 842)” – In February 2016, the FASB issued ASU 2016-02, which will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 18, 2018, including interim periods within those fiscal years. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures.

FASB ASU 2015-17 ”Income Taxes (Topic 740)” – In November 2015, the FASB issued ASU 2015-17, which simplifies the presentation of deferred tax assets and liabilities on the balance sheet. Previous GAAP required an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts on the balance sheet. The amendment requires that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. This ASU is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures.

FASB ASU 2015-16 “Business Combinations (Topic 805),” or ASU 2015-16 - In September 2015, the FASB issued ASU 2015-16, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU is effective for interim and annual reporting period beginning after December 15, 2016, including interim periods within those fiscal years, with the option to early adopt for financial statements that have not been issued. We will apply this guidance to any business combinations that may occur.

12 FASB ASU 2015-11 “Inventory (Topic 330): Simplifying the Measurement of Inventory,” or ASU 2015-11 - In July 2015, the FASB issued ASU 2015-11, which requires an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments apply to inventory that is measured using first-in, first-out (FIFO) or average cost. This ASU is effective for interim and annual reporting periods beginning after December 15, 2016, with the option to early adopt as of the beginning of an annual or interim period. The adoption of this ASU did not have a significant impact on our financial position, results of operations and cash flows.

- 15 -

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – Recently Issued Accounting Standards – continued

FASB ASU 2015-11 “Inventory (Topic 330): Simplifying the Measurement of Inventory,” or ASU 2015-11 - In July 2015, the FASB issued ASU 2015-11, which requires an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments apply to inventory that is measured using first-in, first-out (FIFO) or average cost. This ASU is effective for interim and annual reporting periods beginning after December 15, 2016, with the option to early adopt as of the beginning of an annual or interim period. The adoption of this ASU did not have a significant impact on our financial position, results of operations and cash flows.

Note D - Notes Payable

Notes payable consisted of the following:

	March 31, 2017	December 31, 2016
	June 30, 2017	December 31, 2016
Jeff Zernov (Former Chief Executive Officer) (a)
Payable August 17, 2010 at 15% Interest.	$ 290,000	$ 290,000
Castaic (a)
Installment note payable annually at $17,171 including interest at 8.0% from January 2009 through January 2011.	30,620	30,620
Installment note payable monthly at $1,175 including interest at 8.0% from February 2008 through January 2011.	20,246	20,246
Innovative Outdoors (a)
Installment note payable monthly at $4,632 including interest at 7.0% from August 2008 through July 2011.	100,555	100,555
Total Notes Payable	$ 441,421	$ 441,421

(a) The Company no longer has contact with these holders and, accordingly, has not accrued interest on such notes since 2014. Such accrual would have increased accrued expenses by approximately $27,300 and $13,652 ~~each~~ at ~~March~~June 3130, 2017 and December 31, 2016, respectively and increased interest expense by approximately $1327,~~652~~300 for each of the ~~three~~six months ended ~~March~~June 3130, 2017 and 2016.

NOTE E – Convertible Debentures

As of ~~March~~June 3130, 2017, the Company has outstanding ~~fourteen~~fifteen (1415) security purchase agreements with accredited investors for the sale of convertible promissory notes bearing interest at 5% - 12%, per annum. Pursuant to the convertible promissory notes the investor may convert the amount paid towards the Securities Purchase Agreements into common stock of the Company. Conversion prices vary based on the agreements and have various discount rates and terms. The convertible notes payable are convertible into common stock of the Company at the lesser of (a) discounts ranging from 0% - 50% of the lowest daily trading prices ranging from 10 to 30 days before the conversion date, or (b) a conversion price of $.0001 .

13 - 16 -

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE E – Convertible Debentures –- continued

During the three months ended March 31, 2017, the Company entered into convertible debentures aggregating $191,500. Based on the embedded conversion features, the Company recorded derivative liabilities in the amount of approximately $500,000, debt discount of approximately $189,000 and interest expense of approximately $311,000 (due to the excess of the initial derivative valuation over the face amount of the debenture). In addition, the Company issued shares of ~~commons~~common stock as a commitment fee ( See Note I).

In January 2017, the Company entered into convertible debentures for an aggregate amount of $100,000. In exchange, the Company extinguished $100,000 of notes payable to a different party. In connection with the $100,000 debentures, the Company recognized a loss from extinguishment of debt and additional derivative liabilities of approximately $390,000 during the three months ended March 31, 2017.

The conversion rights embedded in the Notes are accounted for as derivative financial instruments because of the down round feature of the conversion price. The embedded conversion feature was valued at the date of issuance and each reporting period using the Black-Scholes-Merton options pricing model with the following assumptions: risk free interest rates ranging from .6284% to 1.9322%, contractual expected life of six (6) to twelve (12) months, expected volatility of ~~462~~289% to ~~550~~549%, calculated using the historical closing price of the company’s common stock, and dividend yield of zero, resulting in fair market value.

The Company had convertible debentures outstanding as follows:

At March 31, 2017	Outstanding Balance of Convertible Debenture	Unamortized Discount	Net of Principal and Unamortized Discount
At June 30, 2017	Outstanding Balance of Convertible Debenture	Unamortized Discount	Net of Principal and Unamortized Discount
Convertible Debentures
January 10, 2014 - Debenture	$ 7,150	$ ––	$ 7,150
April 2, 2014 – Debenture	17,815	––	17,815
June 18, 2014 – Settlement Agreement	58,420	––	58,420
September 1, 2015 - Debenture	227,873	––	227,873
December 3, 2015 - Debenture	11,667	––	11,667
August 29, 2016 - Debenture	20,000	––	20,000
August 29, 2016 - Debenture	24,000	––	24,000
December 8, 2016 - Debenture	35,500	~~(13,215)~~––	2235,~~285~~500
January 11, 2017 - Debenture	30,000	(2112,~~827~~354)	817,~~173~~646
January 18, 2017 - Debenture	60,000	(4424,176)	1535,824
January 18, 2017 - Debenture	15,000	(81,~~864~~364)	613,~~136~~636
January 23, 2017 - Debenture	37,000	––	37,000
February 2, 2017	66,500	(4512,~~558~~308)	2054,~~942~~192
March 9, 2017	20,000	(156,~~834~~841)	413,~~166~~159
Total Convertible Debentures	$ 630,925	$ (149,474)	$ 481,451
May 12, 2017	2,000	––	2,000
Total Convertible Debentures	$ 632,925	$ (57,043)	$ 575,882

14 - 17 -

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE E – Convertible Debentures - continued


At December 31, 2016	Outstanding Balance of Convertible Debenture	Unamortized Discount	Net of Principal and Unamortized Discount

Convertible Debentures
January 10, 2014 - Debenture	$ 7,150	$ ––	$ 7,150
April 2, 2014 – Debenture	17,815	––	17,815
June 18, 2014 – Settlement Agreement	58,420	––	58,420
September 1, 2015 - Debenture	327,873	––	327,873
December 3, 2015 - Debenture	11,667	––	11,667
August 29, 2016 - Debenture	20,000	––	20,000
August 29, 2016 - Debenture	24,000	––	24,000
December 8, 2016 - Debenture	35,500	(30,965)	4,535
December 13, 2016 - Debenture	15,000	––	15,000

Total Convertible Debentures	$ 517,425	$ (30,965)	$ 486,460

In connection with the issuance of the note payable on December 8, 2016, the Company recorded a beneficial conversion feature of $35,500 based on the fixed conversion terms of such instrument. During the ~~three~~six months ended ~~March~~June 3130, 2017, the Company amortized approximately $1830,000 to interest expense. ~~Unamortized~~The debt discount onwas ~~this~~fully ~~note~~amortized at ~~March 31~~June 30, 2017 ~~was $ 13,215~~.

~~Subsequent~~In ~~to March 31~~April, 2017, all convertible notes payable ~~are~~were in default due to the Company’s delinquency of its public filings. These notes also contain various default provisions including increases to the interest rate ranging from 0% to 16%, penalties of fixed amounts of $1,200, penalties of $500 per day or increases to the principal balance ranging from 0% to 150%. As of August 1418, 2017, the Company has not received any correspondence enforcing default provisions of such notes. Effective with the filing of this Form 10-Q for the period ended June 30, 2017, the Company will be current in its periodic filings.

15 - 18 -

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note F – Related Party Transactions

Notes payable – Related Parties consisted of the following:

The notes to the former member of the Board of Directors are in default and the Company has included approximately $1,347,828 of accrued interest in accrued expenses at ~~March~~June 3130, 2017 and December 31, 2016.

	March 31, 2017	December 31, 2016
	June 30, 2017	December 31, 2016
R Kiphart – Former Member of Board of Directors – Unsecured (a)	$ 1,045,000	$ 1,045,000
R Kiphart – Former Member of Board of Directors – Secured (a)	50,000	50,000
Legacy Shareholders (a)	149,185	149,185
Miscellaneous	5,611	5,611
Current Management	8,391	8,391
Total Notes Payable – Related Parties	$ 1,258,187	$ 1,258,187

(a) The Company no longer has contact with these holders and, accordingly, has not accrued interest on such notes since December 2015. Such accrual would have increased accrued expenses by approximately $4182,~~062~~124 and $164,248 at ~~March 31~~June 30, 2017 and December 31, 2016, respectively and increased interest expense by approximately $4182,~~062~~124 for each of the ~~three~~six months ended ~~March~~June 3130, 2017 and 2016.

The Company has a convertible note payable with a David Westbrook, a related party, father to the Company’s CEO, in the amount of $2,000. The note is due and payable in November 2017 and accrues interest at 12%. The note is included in convertible notes payable (See Note E).

Note G – Going Concern

The accompanying ~~condensed~~ consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has negative working capital and has incurred an operating loss during the ~~three~~six months ended ~~March~~June 3130, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ~~condensed~~ consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Management intends to raise additional working capital through the issuance of stock and through additional loans from investors.

The ability of the Company to continue as a going concern is dependent on its ability to raise adequate capital to fund operating losses until it is able to engage in profitable business operations. To the extent financing is not available, the Company may not be able to, or may be delayed in, developing its services and meeting its obligations. The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. The accompanying financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.

~~NOTE~~- H19 ~~– Accrued Expenses~~-

Accrued Expenses consisted of the following:

	March 31, 2017	December 31, 2016
Consulting Fees	$ 765,379	$ 765,379
Interest	1,691,380	1,681,011
Miscellaneous	576,246	503,544
Total Accrued Expenses	$ 3,033,005	$ 2,949,934

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE H – Accrued Expenses

Accrued Expenses consisted of the following:



	June 30, 2017	December 31, 2016

Consulting Fees	$ 765,379	$ 765,379
Interest	1,713,626	1,681,011
Professional Fees	641,348	503,544

Total Accrued Expenses	$ 3,120,353	$ 2,949,934

NOTE I – Stockholders’ Equity

Increase in Authorized Shares

On February 6, 2017, the shareholders approved an amendment to the Company’s articles of Incorporation to increase the number of authorized common stock to 20,000,000,000 shares from 5,000,000,000 shares.

Preferred Stock

In June 2011, the board of directors approved the designation of 25,000,000 shares of preferred stock, par value $0.0001 per share, of the Company as Class A Preferred Stock. The Class A Preferred stock receive no dividends or liquidation preferences. Each share is entitled to the equivalent of 100 votes of common stock. Each share of Class A is convertible at a ratio of 1 share of Class A for .10 share of common.

In September 2014, the board of directors approved the designation of 10,000,000 shares of preferred stock, par value $0.0001 per share, of the Company as Class B Preferred Stock. The Class B Preferred stock receives no dividends or liquidation preferences. Each share is entitled to the equivalent of 1,000 votes of common stock. Each share of Class B is convertible at a ratio of 1 share of Class B for 1 share of common.

In September 2014, the board of directors approved the designation of 10,000,000 shares of preferred stock, par value $0.0001 per share, of the Company as Class C Preferred Stock. The Class C Preferred stock receives no dividends or liquidation preferences. Each share is entitled to the equivalent of 10,000 votes of common stock. Each share of Class C is convertible at a ratio of 1 share of Class C for 10 shares of common.

In January 2016, the board of directors approved the designation of 10,000,000 shares of preferred stock, par value $0.001 per share, of the Company as Class D Preferred Stock. The Class D Preferred stock participate in dividends declared on the Company’s common stock on the basis of 1,000 shares of common per share of Class D and have no liquidation preference. Each share is entitled to the equivalent of 1,000 votes of common stock. Each share of Class D is convertible at a ratio of 1 share of Class D for 1,000 shares of common.

In January 2016, the Company issued 3,441,000 shares of Class D as compensation for services rendered. The Company recorded approximately $4,000,000 of expense related to such issuance.

In October 2016, the holders of the Class D converted all outstanding shares into 436,200,000 shares of the Company’s common stock, foregoing any additional shares owed under the stated conversion terms.

Common Stock

On October 13, 2015, the Company resolved to adopt the Employees, Directors and Consultants Stock Plan for the Year 2015. The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining employees, directors and consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their fees or salaries in the form of shares of the Company’s common stock. 500,000,000 shares of common stock are registered to this plan at an offering price of $0.0001. The Plan expired on January 1, 2017.

During the ~~three~~six months ended ~~March~~June 3130, 2017, the Company issued 832,986,300 shares of common stock for the conversion of debt and accrued interest of approximately $83,300.

During the ~~three~~six months ended ~~March~~June 3130, 2017, the Company issued 92,000,000 shares of common stock for services rendered. The estimated fair value of such shares was approximately $111,000, which was expensed upon issuance.

During the ~~three~~six months ended ~~March~~June 3130, 2017, the Company issued 41,562,500 shares of common stock for the payment of a loan commitment fee for a convertible debenture received February 2, 2017. The estimated fair value of the loan commitment fee was approximately $62,350 and was expensed upon issuance. (See Note E).

17 - 20 -

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE J – Commitments and Contingencies

Various creditors have brought legal proceedings for collections of their claims against the Company. Judgments payable at ~~March~~June 3130, 2017 and December 31, 2016 are $1,147,203.

NOTE K – Fair Value

The Company has categorized its assets and liabilities recorded at fair value based upon the fair value hierarchy specified by GAAP. All assets and liabilities are recorded at historical cost which approximates fair value, and therefore, no items were valued according to these inputs.

The levels of fair value hierarchy are as follows:

~~- Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;~~·

- Level 21 inputs utilize ~~other-than-quoted~~unadjusted ~~prices that are observable, either directly or indirectly. Level 2 inputs include~~ quoted prices ~~for similar assets and liabilities~~ in active markets, ~~and~~for ~~inputs~~identical ~~such~~assets asor ~~interest~~liabilities ~~rates and yield curves~~ that ~~are~~the ~~observable~~Company athas ~~commonly~~the ~~quoted~~ability ~~intervals;~~to ~~and~~access;

~~- Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.~~·

Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and

Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company categorizes such financial asset or liability based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. All assets and liabilities are at cost which approximates fair value and there are not items that were required to be valued on a non-recurring basis.

The following liabilities were valued at fair value as of ~~March~~June 3130, 2017 and December 31, 2016. No other items were valued at fair value on a recurring or non-recurring basis as of ~~March~~June 3130, 2017 and December 31, 2016.

March 31, 2017		Fair Value Measurements Using
June 30, 2017		Fair Value Measurements Using
	Carrying
	Value	Level 1	Level 2	Level 3	Total
Derivative Liabilities	$ ––	$ ––	$ ––	$ 1,~~445~~242,~~700~~080	$ 1,~~445~~242,~~700~~080
Total		$ ––	$ ––	$ 1,~~445~~242,~~700~~080	$ 1,~~445~~242,~~700~~080


December 31, 2016		Fair Value Measurements Using
	Carrying
	Value	Level 1	Level 2	Level 3	Total
Derivative Liabilities	$ ––	$ ––	$ ––	$ 641,271	$ 641,271

Total		$ ––	$ ––	$ 641,271	$ 641,271

18 - 21 -

SOOUM CORP.

New York, New York

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE K – Fair Value – continued

The following table presents the approximate changes in fair value of the Company’s embedded conversion features (See Note E) measured at fair value on a recurring basis for the ~~three~~six months ended ~~March~~June 3130, 2017.

Balance – January 1, 2017	$ 641,271
Issuance of Embedded Conversion Feature	890,774
Change in Fair Value	~~403~~199,~~380~~760
Reclassification to Additional Paid in Capital	(489,725)
Balance – March 31, 2017	$ 1,445,700
Balance – June 30, 2017	$ 1,242,080

~~NOTE~~- L22 ~~– Subsequent Events~~-

Subsequent to the three months ended March 31, 2017, the Company received $2,000 and issued a convertible note payable due in November 2017.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Three Months Ended ~~March~~June 3130, 2017 Compared With Three Months Ended ~~March~~June 3130, 2016

Net revenues for the three months ended ~~March~~June 3130, 2017 and 2016 was $~~19,354~~-0- and $2427,~~660,~~ respectively. Cost of goods sold were $~~14,315~~-0- and $~~125~~312 for the three months ended ~~March~~June 3130, 2017 and 2016, respectively. Net loss for the three months ended ~~March~~June 31 30 2017 was ($425,~~211,905~~398) compared to net loss of ($480,~~079,397~~140) for the three months ended ~~March~~June 3130, 2016.

Total ~~operating~~general and administrative expenses were $~~402~~114,~~435for~~341 for the three months ended ~~March~~June 3130, 2017 compared to $458,~~055,506~~ 231 for the three months ended ~~March~~June 3130, 2016.

Other income and (expenses) were ($188,~~189,312)~~943 for the three months ended ~~March~~June 3130, 2017 compared to ($2622,~~426~~024) for the three months ended ~~March~~June 3130, 2016. Other income and (expenses) for the three months ended ~~March~~June 3130, 2017 consisted of change in fair value of derivatives of ($~~403~~203,~~380),~~620 ~~loss on extinguishment of debt of ($390,254)~~ and interest expense of ($~~395~~114,~~678~~677) compared to change in fair value of derivatives of ($2619,~~728,~~806) ~~loss on extinguishment of debt of $-0-~~ and interest expense of ($532,~~154~~218) for the three months ended ~~March~~June 3130, 2016.

~~Loss~~Six onMonths ~~discountinued operations~~Ended ~~were~~June $230,~~625,197~~ ~~for the three months ended March 31,~~ 2017 ~~compared to~~Compared ~~$-0-~~With ~~for~~Six ~~the~~Months ~~three~~Ended ~~months~~June ~~ended March 31~~30, 2016~~, which accounted for the spin-off of Western Grade.~~

Net revenues for the six months ended June 30, 2017 and 2016 was $19,354 and $3,087, respectively. Cost of goods sold were $14,315 and $437 for the six months ended June 30, 2017 and 2016, respectively. Net loss for the six months ended June 30 2017 was ($4,237,303) compared to net loss of ($4,159,537) for the six months ended June 30, 2016.

Total general and administrative expenses were $516,776 for the six months ended June 30, 2017 compared to $4,113,737 for the six months ended June 30, 2016.

Other income and (expenses) were ($1,100,369) for the six months ended June 30, 2017 compared to ($48,450) for the six months ended June 30, 2016. Other income and (expenses) for the six months ended June 30, 2017 consisted of change in fair value of derivatives of ($199,760), loss on extinguishment of debt of ($390,254) and interest expense of ($510,355) compared to change in fair value of derivatives of $6,922, and interest expense of ($55,372) for the six months ended June 30, 2016.

Loss on discontinued operations was $2,625,197 for the six months ended June 30, 2017 compared to $-0- for the six months ended June 30, 2016, which accounted for the spin-off of Western Grade.

Spin-Off

Liquidity and Capital Resources

Our operations used approximately $~~191~~196,000 in cash for the ~~three~~six months ended ~~March~~June 3130, 2017. Cash ~~required~~ provided during the ~~three~~six months ended ~~March~~June 3130, 2017, came principally from cash proceeds from convertible notes payable of $~~191~~193,500.

Our operations used approximately $394,000 in cash for the ~~three~~six months ended ~~March~~June 3130, 2016. Cash ~~required~~provided during the three months ended ~~March~~June 3130, 2016 came principally from cash proceeds from notes payable affiliates of approximately $~~535~~3,800.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We incurred net loss of $4,211,905 and $4,079,397 respectively, for the three months ended March 31, 2017 and 2016 and had an accumulated deficit of $-23,911,775 as of March 31, 2017. We have managed our liquidity during the first quarter of 2017 through the issuance of convertible notes payable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.-

The ~~There~~accompanying ~~were~~condensed noconsolidated ~~changes to~~financial statements have been prepared assuming that the Company’s ~~critical~~will ~~accounting~~continue ~~policies~~as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We incurred net loss of $4,237,303 and $4,159,537 respectively, for the ~~three~~six months ended ~~March~~ 31June 30, 2017 and 2016 and had an accumulated deficit of $23,937,173 as of June 30, 2017. ~~Refer~~ We tohave managed our liquidity during the ~~filed~~first ~~10-K~~quarter ~~for~~of a2017 ~~more~~through ~~detailed~~the ~~summary~~issuance of convertible notes payable. These factors raise substantial doubt about the Company’s ~~critical~~ability ~~accounting~~to ~~policies~~continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

There were no changes to the Company’s critical accounting policies for the six months ended June 30, 2017. Refer to the filed 10-K for a more detailed summary of the Company’s critical accounting policies.

Going Concern

The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has negative working capital and has incurred an operating loss during the ~~three~~ six months ended ~~March~~June 3130, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Management intends to raise additional working capital through the issuance of stock and through additional loans from investors.

Item 3: Quantitative and Qualitative Disclosure about Market Risk

Not applicable.

Item 4: Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of ~~March~~June 3130, 2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.

We identified the following deficiencies which together constitute material weaknesses in our assessment of the effectiveness of internal control over financial reporting as of ~~March~~June 3130, 2017:

1. Inadequate number of personnel that could accurately and timely record and report the Company's financial statements in accordance with GAAP.

2. We have not performed a risk assessment and mapped our processes to control objectives.

3. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

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The Company is continuing the process of remediating its control deficiencies. However, the material weakness in internal control over financial reporting that has been identified will not be remediated until numerous internal controls are implemented and operate for a period of time, are tested, and the Company is able to conclude that such internal controls are operating effectively. The Company cannot provide assurance that these procedures will be successful in identifying material errors that may exist in the financial statements. The Company cannot make assurances that it will not identify additional material weaknesses in its internal control over financial reporting in the future. Management plans, as capital becomes available to the Company, to increase the accounting and financial reporting staff and provide future investments in the continuing education and public company accounting training of our accounting and financial professionals.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Changes in internal controls .

Changes in internal controls.

There have been no significant changes in our internal controls or other factors that would significantly affect such controls and procedures subsequent to the date we completed our evaluation. Therefore, no corrective actions were taken.

20-25-

PART II - OTHER INFORMATION

Item 1. Legal Proceedings .

To the best knowledge of the Company’s officers and directors, the Company is currently not a party to any material pending legal proceeding.

Item 1A. Risk Factors.

Not applicable as a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds .

~~During the~~The ~~three~~Company ~~month~~has ~~ended~~a ~~March~~convertible ~~31,~~note ~~2017,~~payable ~~the~~with ~~Company~~a ~~issued~~David ~~832~~Westbrook,~~986,300~~ ~~shares of~~a ~~common~~related ~~stock~~party, asfather ato ~~result of~~ the ~~conversion~~Company’s ofCEO, ~~a debt~~ in the amount of $832,~~300, held~~000. The bynote ais ~~convertible~~due ~~note~~and ~~holder~~payable in November 2017 and accrues interest at 12%.

During the three month ended March 31, 2017, tthe Company issued 92,000,000 shares of common stock for services rendered valued at $111,000.

On February 06, 2017, the Company issued 41, 462,500 shares of common stock for a commitment fee valued at $62,344.

Item 3. Defaults Upon Senior Securities .

None.

Item 4. Mine Safety Disclosures .

Not applicable.

Item 5. Other Information .

None.

21-26-

Item 6. Exhibits

(a) Exhibits

Exhibits

31.1* Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

31.2* Certification pursuant to Section 302of Sarbanes Oxley Act of 2002

32.1* Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

32.2* Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b) Reports of Form 8-K

Reports of Form 8-K

None.

Signatures

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SOOUM CORP.

Date: August 1724, 2017

By:/s/ William Westbrook

William Westbrook

Its: Chief Executive Officer and President

Date: ~~August~~ 17August 24 , 2017

By: /s/ Ronald Vega

Ronald Vega

Its: Treasurer and Chief Financial Officer

22 -27-

Filing Compare · SoOum Corp.