UNITED STATES
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 ~~September 30~~March 31, ~~2015~~2016

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number: 000-55511

EPIC STORES CORP.
(Exact name of registrant as specified in its charter)

Nevada		45-5355653
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

20805 North 19^th Avenue, #2, Phoenix, AZ 85027
(Address of principal executive offices)(Zip Code)

(855) 636-3742
(Registrant’s telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)

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. 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 (§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). Yes [X] 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer [ ]		Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller reporting company [X]

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

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

As of ~~November~~May 2320, ~~2015~~2016, there were 34 38,~~383~~680,~~109~~263 shares of the issuer’s common stock, par value $0.0001, outstanding.

Table of Contents

EPIC STORES CORP.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2015~~ 2016

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	424
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	829
Item 4.	Controls and Procedures.	830
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	931
Item 1A.	Risk Factors.	931
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	937
Item 3.	Defaults Upon Senior Securities.	937
Item 4.	Mine Safety Disclosures.	937
Item 5.	Other Information.	937
Item 6.	Exhibits.	938

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, ~~2014~~2015, which were filed as ~~Exhibit~~on ~~99.1 to the~~ our ~~current~~annual report on Form 810-K ~~as filed~~ with the SEC onMarch ~~June~~ 30, ~~2015~~2016. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. ~~The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.~~

3Financial Statements of our company for the quarter ended March 31, 2016

~~Table~~Balance ~~of Contents~~Sheets

~~EPIC~~Statements ~~STORES~~of ~~CORP.~~Operations

~~CONDENSED~~Statements ~~CONSOLIDATED~~of ~~BALANCE~~Cash ~~SHEETS~~Flows

~~(UNAUDITED)~~Notes to the Financial Statements

ASSETS	September 30, 2015			December 31, 2014
Current assets
Cash	$	57,977		$	157,692
Accounts receivable		—			20,471
Inventory		149,754			217,109
Deferred rents		28,896			—
Prepaid expense		3,000			9,362
Total current assets		239,627			404,634
Deposits		56,774			35,258
Fixed assets, net		1,004,971			1,129,151
Tenant improvements, net		886,550			577,781
Total assets	$	2,187,922		$	2,146,824
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	1,644,274		$	910,251
Deferred rents - current portion		—			123,620
Equipment loan - current portion		46,720			45,052
Notes payable - current portion		422,851			—
Loans from related parties - current portion		79,537			89,000
Total current liabilities		2,193,382			1,167,923
Deferred rents		1,521,592			820,349
Equipment loan		119,270			127,908
Notes payable to related party		—			200,000
Notes payable		450,000			700,000
Declared dividends		85,399			96,660
Total liabilities		4,369,643			3,112,840
Stockholders' deficit
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 and 0 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively		—			—
Common stock; $0.0001 par value; 687,500,000 shares authorized; 34,383,109 and 15,903,948 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively		3,438			1,590
Additional paid-in capital		9,063,091			5,616,294
Accumulated deficit		(11,405,190	)		(6,498,035	)
Total stockholders' deficit of the Company		(2,338,661	)		(880,151	)
Non-controlling interest		156,940			(85,865	)
Total stockholders' deficit to the Company		(2,181,721	)		(966,016	)
Total liabilities and stockholders' deficit	$	2,187,922		$	2,146,824

~~The~~Table ~~accompanying notes are an integral part~~ of ~~these unaudited condensed consolidated financial statements.~~Contents

~~F-1~~EPIC STORES CORP.

~~Table~~CONDENSED ofCONSOLIDATED ~~Contents~~BALANCE SHEETS

~~EPIC STORES CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~ (UNAUDITED)

		Three Months Ended							Nine Months Ended
ASSETS	March 31, 2016				December 31, 2015
		September 30, 2015				September 30, 2014			September 30, 2015			September 30, 2014
Current assets
Retail revenues		$	1,563,442			$	1,241,883		$	5,136,854		$	3,597,976
Cash	$	—			$	—
Wholesale revenues			28,620				267,020			222,198			746,788
Accounts receivable		—				—
Total revenues			1,592,062				1,508,903			5,359,052			4,344,764
Inventory		49,952				76,433
Cost of revenues			(292,299	)			(187,912	)		(1,176,270	)		(831,900	)
Deferred rents		—				—
Gross profit			1,299,763				1,320,991			4,182,782			3,512,864
Prepaid expense		153,626				33,809
Operating expenses
Total current assets		203,578				110,242
Payroll and related expenses			1,061,353				781,188			3,668,087			2,366,240
Deposits		55,025				55,025
General and administrative expenses			707,153				1,454,143			2,013,659			2,256,069
Fixed assets, net		558,904				617,267
Rent expense			776,432				248,158			2,074,759			950,479
Tenant improvements, net		861,048				872,060
Professional fees			43,069				146,807			511,637			527,201
Total assets	$	1,678,555			$	1,654,594
Depreciation and amortization expense			89,630				81,255			258,819			175,723
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total operating expenses			2,677,637				2,711,551			8,526,961			6,275,712
Current liabilities
Loss from operations			(1,377,874	)			(1,390,560	)		(4,344,179	)		(2,762,848	)
Accounts payable and accrued liabilities	$	1,913,970			$	1,539,524
Other income (expense)
Accounts payable to related parties		436,384				413,507
Interest expense			(93,843	)			741			(210,031	)		(62,940	)
Bank overdraw		39,219				4,449
Other income			9,967				119,748			33,999			127,651
Deferred rents - current portion		37,719				33,127
Total other expense			(83,876	)			120,489			(176,032	)		64,711
Equipment loan - current portion		48,042				39,601
Net loss		$	(1,461,750	)		$	(1,270,071	)	$	(4,520,211	)	$	(2,698,137	)
Notes payable - current portion		664,235				703,914
Less: Net gain (loss) attributable to non-controlling interest		$	(8,575	)		$	196,150		$	29,255		$	209,174
Convertible notes		611,428
Net loss attributable to the Company		$	(1,453,175	)		$	(1,466,221	)	$	(4,549,466	)	$	(2,907,311	)
Loans from related parties		590,413				231,938
Basic loss per common share		$	(0.04	)		$	(0.11	)	$	(0.20	)	$	(0.22	)
Total current liabilities		4,341,410				2,966,060
Basic weighted average common
Deferred rents		1,371,122				1,456,409
shares outstanding			34,383,109				13,751,276			23,241,142			13,074,298
Equipment loan		95,516				115,396
Notes payable		250,000				250,000
Declared dividends		85,399				85,399
Total liabilities		6,143,447				4,873,264
Stockholders' deficit
Preferred stock, $0.001 par value; 10,000,000 shares authorized;
0 and 0 shares issued and outstanding as of March 31, 2016
and December 31, 2015, respectively		—				—
Common stock; $0.0001 par value; 687,500,000 shares authorized;
38,680,263 and 38,123,120 shares issued and outstanding
as of March 31, 2016 and December 31, 2015, respectively		3,868				3,812
Additional paid-in capital		11,581,666				10,875,648
Accumulated deficit		(16,050,426	)			(14,098,130	)
Total stockholders' deficit of the Company		(4,464,892	)			(3,218,670	)
Total liabilities and stockholders' deficit	$	1,678,555			$	1,654,594

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

~~F-2~~4

Table of Contents

	Nine Months Ending
	September 30, 2015			September 30, 2014
Cash Flows from Operating Activities
Net loss	$	(4,520,211	)	$	(2,698,137	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of fixed assets		(28,362	)		—
Shares issued for interest		20,958			—
Amortization of original issue discount		23,174
Depreciation and amortization		258,819			175,723
Changes in assets and liabilities
Increase in deferred rents		548,727			490,226
Decrease in prepaid expense		6,362			(1,000	)
(Increase) in deposits		(21,516	)		(16,549	)
Decrease in inventory		67,355			19,616
Increase (decrease) in accounts payable and accrued liabilities		734,023			408,209
(Increase) decrease in accounts receivable		20,471			(12,294	)
Net cash used in operating activities		(2,890,200	)		(1,634,206	)
Cash Flows from investing
Purchase of fixed assets		(107,586	)		—
Proceeds from sale of fixed assets		60,000			—
Investment in tenant improvements		(335,063	)		(630,669	)
Net cash used in investing activities		(382,649	)		(630,669	)
Cash Flows from Financing Activities
Proceeds from issuance of common stock		2,353,000			2,001,112
Dividends paid to shareholders		(369,713	)		(312,358	)
Principal payments on note payable		(50,323	)
Proceeds from notes payable		1,200,000			500,000
Proceeds from related party debts		79,537			52,000
Principal payments on capital leases		(39,367	)		(22,657	)
Net cash from financing activities		3,173,134			2,218,097
Net increase (decrease) in cash		(99,715	)		(46,778	)
Beginning cash balance		157,692			250,188
Ending cash balance	$	57,977		$	203,410
Supplemental disclosure of cash flow information
Cash paid for interest	$	103,858		$	62,940
Cash paid for tax	$	—		$	—
Non-Cash investing and financing transactions
Debt settled with shares	$	(1,000,000	)	$	—
Shares issued to settle dividends payable	$	(74,686	)	$	—

EPIC STORES CORP.

~~The~~CONDENSED ~~accompanying~~CONSOLIDATED ~~notes are~~STATEMENTS anOF ~~integral part of these unaudited condensed consolidated financial statements.~~ OPERATIONS

~~F-3~~(UNAUDITED)

Table of Contents

	Three Months Ended
		March 31, 2016			March 31, 2015
Retail revenues	$	1,188,504		$	1,841,296
Wholesale revenues		1,245			138,993
Total revenues		1,189,749			1,980,289
Cost of revenues		(127,058	)		(517,930	)
Gross profit		1,062,691			1,462,359
Operating expenses
Payroll and related expenses		883,907			1,208,009
Rent expense		628,902			652,100
General and administrative expenses		327,746			626,847
Professional fees		332,375			137,610
Depreciation and amortization expense		69,375			57,291
Total operating expenses		2,242,305			2,681,857
Loss from operations		(1,179,614	)		(1,219,498	)
Other income (expense)
Interest expense		(275,453	)		(30,802	)
Commitment fees		(500,000	)		—
Other income		2,771			1,400
Total other expense		(772,682	)		(29,402	)
Net loss	$	(1,952,296	)	$	(1,248,900	)
Basic loss per common share	$	(0.05	)	$	(0.08	)
Basic weighted average common shares outstanding		38,390,153			15,969,510

1.The accompanying ~~ORGANIZATION~~notes ~~AND~~are ~~DESCRIPTION~~an OFintegral ~~BUSINESS~~part of these unaudited condensed consolidated financial statements.

~~History and Organization~~5

~~Epic~~Table ~~Stores Corp. (the “Company”) was incorporated under the name “SBOR, Inc.” in the State~~ of Nevada on April 30, 2012. Effective December 20, 2013, the Company completed a merger with its wholly-owned subsidiary, Be At TV, Inc., a Nevada corporation, which was incorporated solely to effect a change in its name. As a result, the Company changed its name from “SBOR, Inc.” to “Be At TV, Inc.”.Contents

OnEPIC ~~June~~STORES ~~24, 2015, the Company entered into, and closed, a share exchange agreement dated June 24, 2015 (the “Exchange Agreement”) among the Company, Epic Stores Corp~~CORP., a private Nevada company (“Epic Corp.”), and the stockholders of Epic Corp., pursuant to which the Company acquired all of Epic Corp.’s 27,083,493 issued and outstanding shares of common stock from its stockholders in consideration for the issuance of an aggregate of: (i) 19,959,970 shares of the Company’s common stock (on a post-reverse split basis), and (ii) 1,151,857 warrants (on a post-reverse split basis), each of which is exercisable into one share of the Company’s common stock at a price of $1.02 per share until June 24, 2018. As a result of the closing of the Exchange Agreement, Epic Corp. became a wholly-owned subsidiary of the Company.

InCONDENSED ~~connection~~CONSOLIDATED ~~with~~STATEMENTS ~~the closing~~OF ofCASH the Exchange Agreement, the Company experienced a change of control as four new directors, all of whom were directors of Epic Corp., were appointed to the Company’s board, all of the Company’s prior management resigned and were replaced by management nominated by Epic Corp., and former stockholders of Epic Corp. were issued shares of the Company’s common stock that constituted approximately 58.1% of the Company’s issued and outstanding shares, on an undiluted basis, at the time of closing of the Exchange Agreement. As a result, the Company determined to treat the acquisition of Epic Corp. as a reverse merger and recapitalization for accounting purposes, with Epic Corp. as the acquirer for accounting purposes. FLOWS

Effective August 18, 2015, the Company completed a merger with its wholly-owned subsidiary, Epic Stores Corp., a Nevada corporation, which was incorporated solely to effect a change in its name. As a result, the Company changed its name from “Be At TV, Inc.” to “Epic Stores Corp.”. This name change was effected to reflect the change in the Company’s business resulting from the closing of the Exchange Agreement.(UNAUDITED)

Also effective August 18, 2015, the Company completed a reverse split of its authorized and issued and outstanding shares of common stock, on the basis of one new share of common stock for each 2.4 shares of authorized, issued and outstanding shares of common stock prior to completion of the reverse split. In accordance with Staff Accounting Bulletin (“SAB”) Topic 4.C of the Securities and Exchange Commission, the equity presentation has been retroactively applied to the presentation of these financial statements.

	Three months Ending
	March 31, 2016			March 31, 2015
Cash Flows from Operating Activities
Net loss	$	(1,952,296	)	$	(1,248,900	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		212,000			—
Warrants issued for interest		81,528			—
Penalty increase to note payable		25,000			—
Bank overdraw		34,770			—
Amortization of original issue discount		99,152			—
Amortization of Benefitial conversion feature		28,423			—
Depreciation and amortization		69,375			57,291
Changes in assets and liabilities
Increase (Decrease) in deferred rents		(80,695	)		223,582
Decrease in prepaid expense		(119,817	)		2,421
Increase in deposits		—			(12,473	)
Decrease in inventory		26,481			39,793
Increase (decrease) in accounts payable to related parties		22,877			58,981
Increase (decrease) in accounts payable and accrued liabilities		374,446			160,022
(Increase) decrease in accounts receivable		—			(50,287	)
Net cash used in operating activities		(1,178,756	)		(769,570	)
Cash Flows from investing
Purchase of fixed assets		—			(94,563	)
Investment in tenant improvements		—			(179,817	)
Net cash used in investing activities		—			(274,380	)
Cash Flows from Financing Activities
Proceeds from issuance of common stock		250,000			400,000
Dividends paid to shareholders		—			(232,472	)
Principal payments on note payable		(363,280	)		—
Proceeds from convertible notes payable		740,000			—
Proceeds from notes payable		205,000			850,000
Proceeds from related party debts		358,475			—
Principal payments on capital leases		(11,439	)		(5,407	)
Net cash from financing activities		1,178,756			1,012,121
Net increase (decrease) in cash		—			(31,829	)
Beginning cash balance		—			142,034
Ending cash balance	$	—		$	110,205
Supplemental disclosure of cash flow information
Cash paid for interest	$	101,712		$	67,022
Cash paid for tax	$	—		$	—

The ~~Company currently has four wholly-owned~~ ~~subsidiaries,~~accompanying ~~being~~notes ~~Epic~~are ~~Stores,~~an ~~LLC,~~integral apart ~~Nevada~~of ~~limited~~these ~~liability~~unaudited ~~company,~~condensed ~~Epic~~consolidated ~~Stores~~financial ~~2 LLC, a Nevada limited liability company, Epic Stores III LLC, a Nevada limited company, and Epic Corp, a Nevada corporation~~statements. ~~The Company operates its retail stores through its wholly-owned subsidiaries.~~

Atlas Global LLC (“Atlas”), an Arizona limited liability company, is a supply and logistics company that specializes in sourcing second hand goods. Atlas is controlled by the majority shareholders of Epic Corp. and supplies the majority of its goods to Epic Corp. As a result of the common control and business concentrations as between Atlas and Epic Corp., it is deemed to be a variable interest entity (“VIE”) of the Company.6

~~The~~Table ~~Company, each~~ of ~~its subsidiaries and Atlas, a VIE, are collectively referred to herein as the “Company”, unless the context otherwise requires.~~ Contents

~~F-4~~EPIC STORES CORP.

~~Table~~NOTES ofTO ~~Contents~~THE CONSOLIDATED FINANCIAL STATEMENTS

~~Description of Business~~ (UNAUDITED)

~~The Company is a second hand goods retailer that operates second hand retail stores in the United States~~1. ~~The~~ORGANIZATION ~~Company~~AND ~~focuses~~DESCRIPTION onOF offering high quality, on-trend second hand clothing, accessories and household products at affordable prices. Additionally, the Company sells used goods that do not meet or exceed its strict quality standards through the wholesale market. The Company maintains executive offices in Phoenix, Arizona.BUSINESS

AsHistory ~~of September 30, 2015, the Company had 10 operating stores in four states, being Arizona, Nevada, Colorado~~ and ~~Texas. The Company has one additional location under construction in Texas.~~Organization

2Epic Stores Corp. ~~BASIS~~(the OF“Company”) was ~~PRESENTATION~~incorporated ~~AND~~under ~~GOING~~the ~~CONCERN~~name “SBOR, Inc.” in the State of Nevada on April 30, 2012. Effective December 20, 2013, the Company completed a merger with its wholly-owned subsidiary, Be At TV, Inc., a Nevada corporation, which was incorporated solely to effect a change in its name. As a result, the Company changed its name from “SBOR, Inc.” to “Be At TV, Inc.”.

~~The~~On ~~accompanying~~June ~~unaudited~~24, ~~interim condensed~~2015, ~~consolidated financial statements of~~ the Company ~~have~~entered ~~been~~into, and ~~prepared~~closed, ina ~~accordance~~share ~~with~~exchange ~~accounting~~agreement ~~principles generally~~dated ~~accepted~~June in24, 2015 (the ~~United~~“Exchange ~~States~~Agreement”) ofamong ~~America~~the ~~and~~Company, ~~the~~Epic Stores ~~rules~~Corp., ofa ~~the~~private ~~Securities~~Nevada ~~and~~company ~~Exchange~~(“Epic ~~Commission~~Corp.”), and ~~should~~the ~~be read~~stockholders inof ~~conjunction~~Epic ~~with~~Corp., ~~the~~pursuant ~~audited~~to ~~consolidated~~which the ~~financial~~Company ~~statements~~acquired ~~and~~all ~~notes thereto~~ of Epic Corp.’s ~~for the year ended December 31~~27,083,493 ~~2014.~~issued Inand ~~the~~outstanding ~~opinion~~shares of ~~management,~~common ~~all~~stock ~~adjustments,~~from ~~consisting~~its ofstockholders ~~normal~~in consideration ~~recurring~~for ~~adjustments,~~the ~~necessary for~~issuance aof ~~fair~~an ~~presentation~~aggregate of: ~~financial~~(i) ~~position~~19,959,970 ~~and~~shares of the ~~results~~Company’s ofcommon ~~operations~~stock ~~for~~(on ~~the~~a ~~interim~~post-reverse split ~~period~~basis), ~~presented~~and ~~have~~(ii) ~~been reflected~~1,133,813 ~~herein.~~warrants ~~The~~(on ~~results~~a ofpost-reverse ~~operations~~split ~~for~~basis), ~~the~~each ~~interim~~of ~~period~~which ~~are~~is ~~not~~exercisable ~~necessarily~~into ~~indicative~~one share of the ~~results~~Company’s common tostock ~~be expected~~at ~~for~~a ~~the~~price ~~full~~of ~~year~~$1.02 ~~Notes~~per toshare ~~the~~until ~~financial~~June ~~statements~~24, ~~which~~2018. ~~would~~As ~~substantially~~a ~~duplicate~~result of the ~~disclosures~~closing ~~contained in~~of the ~~audited~~Exchange ~~consolidated~~Agreement, ~~financial~~Epic ~~statements~~Corp. became ~~for~~a ~~the~~wholly-owned ~~most~~subsidiary ~~recent~~of ~~fiscal~~the ~~period have been omitted~~Company.

~~Principles~~In connection with the closing of ~~Consolidation~~the –Exchange ~~The~~Agreement, ~~condensed~~the ~~consolidated~~Company ~~financial~~experienced ~~statements~~a ~~include~~change ~~the~~of ~~accounts~~control as four new directors, all of whom were directors of Epic Corp., were appointed to the Company’s board, ~~its~~all ~~subsidiaries~~of the Company’s prior management resigned and ~~Atlas~~were replaced by management nominated by Epic Corp., ~~All~~and ~~significant~~former stockholders of Epic Corp. were issued shares of the Company’s common stock that constituted approximately ~~intercompany~~58.1% ~~balances~~of the Company’s issued and ~~transactions~~outstanding ~~have~~shares, ~~been~~on ~~eliminated~~an undiluted basis, at the time of closing of the Exchange Agreement. As a result, the Company determined to treat the acquisition of Epic Corp. as a reverse merger and recapitalization for accounting purposes, with Epic Corp. as the acquirer for accounting purposes.

~~Going~~Effective ~~Concern~~August –18, ~~The accompanying financial statements have been prepared on a going concern basis~~2015, ~~which contemplates~~ the ~~realization~~Company ~~of assets and the satisfaction~~completed ofa ~~liabilities~~merger inwith ~~the~~its ~~normal~~wholly-owned ~~course~~subsidiary, ofEpic ~~business~~Stores Corp., ~~The~~a ~~Company~~Nevada ~~has incurred cumulative net losses of $11~~corporation,~~405,190~~ ~~since~~which ~~its~~was ~~inception and~~incorporated ~~requires~~solely ~~additional capital for its contemplated operational and marketing activities~~ to ~~take~~effect ~~place.~~a ~~The Company’s ability~~change toin ~~raise~~its ~~additional capital through the future issuance of common stock is unknown~~name. ~~Additional~~As ~~financing~~a result, the ~~successful development of the~~ Company’s ~~contemplated~~changed ~~plan~~its ofname ~~operations,~~from ~~and~~“Be ~~its~~At ~~transition~~TV, ~~ultimately,~~Inc.” to ~~the~~“Epic ~~attainment~~Stores ofCorp.”. ~~profitable operations,~~This ~~are~~name ~~necessary~~change ~~for~~was ~~the~~effected ~~Company~~ to ~~continue~~reflect ~~operations.~~the ~~The~~change ~~ability~~in ~~to successfully resolve these factors raise substantial doubt about~~ the Company’s ~~ability~~business toresulting ~~continue as a going concern. The financial statements of the Company do not include any adjustments that may result~~ from the ~~outcome~~closing of ~~these~~the ~~aforementioned~~Exchange ~~uncertainties~~Agreement.

3Also effective August 18, 2015, the Company completed a reverse split of its authorized and issued and outstanding shares of common stock, on the basis of one new share of common stock for each 2.4 ~~SUMMARY~~shares OFof ~~SIGNIFICANT~~authorized, ~~ACCOUNTING~~issued ~~POLICIES~~and outstanding shares of common stock prior to completion of the reverse split. In accordance with Staff Accounting Bulletin (“SAB”) Topic 4.C of the Securities and Exchange Commission, the equity presentation has been retroactively applied to the presentation of these financial statements.

~~This~~The ~~summary~~Company ofcurrently ~~significant~~has ~~accounting~~four ~~policies~~wholly-owned issubsidiaries, ~~presented~~being toEpic ~~assist~~Stores, inLLC, ~~understanding~~a ~~the~~Nevada ~~Company’s~~limited ~~financial~~liability ~~statements.~~company, ~~The~~Epic ~~consolidated~~Stores ~~financial~~2 ~~statements and notes are representations of the Company’s management~~LLC, ~~who~~a ~~are~~Nevada ~~responsible~~limited ~~for~~liability ~~their integrity and objectivity. These accounting~~company, ~~policies~~Epic ~~conform~~Stores toIII ~~accounting~~LLC, ~~principles~~a ~~generally~~Nevada ~~accepted~~limited incompany, ~~the~~and ~~United~~Epic ~~States of America~~Corp, ~~and~~a ~~have~~Nevada ~~been~~corporation. ~~consistently~~The ~~applied in~~Company ~~the~~operates ~~preparation~~its ofretail ~~the~~stores ~~financial~~through its ~~statements~~wholly-owned subsidiaries.

~~Use of Estimates –~~ The ~~process of~~Company, ~~preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates~~ and ~~assumptions~~each ~~regarding certain types~~ of ~~assets,~~its ~~liabilities,~~subsidiaries ~~revenues and expenses. Such estimates primarily~~are ~~relate~~collectively referred to ~~unsettled~~herein ~~transactions and events~~ as of the ~~date~~“Company”, ofunless the ~~financial~~context ~~statements.~~otherwise ~~Accordingly, upon settlement, actual results may differ from estimated amounts~~requires.

~~Cash~~Description ~~and Cash Equivalents – For purposes~~ of ~~the~~Business statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There was $57,977 and $157,692 in cash and cash equivalents as of September 30, 2015 and December 31, 2014, respectively.

FThe Company is a second hand goods retailer that operates second hand retail stores in the United States. The Company focuses on offering high quality, on-5trend second hand clothing, accessories and household products at affordable prices. Additionally, the Company sells used goods that do not meet or exceed its strict quality standards through the wholesale market. The Company maintains executive offices in Phoenix, Arizona.

~~Table~~As of ~~Contents~~March 31, 2016, the Company had 10 operating stores in four states, being Arizona, Nevada, Colorado and Texas. The Company has two additional locations under construction in Texas.

~~3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~7

~~Concentration~~Table of credit risk - The Company maintains cash balances at financial institutions. Accounts at such institutions are insured by the Federal Deposit Insurance Corporation up to $250,000. As of September 30, 2015 and December 31, 2014, the Company's uninsured cash balances were approximately $57,977 and $157,692, respectively.Contents

Fair Value of Financial Instruments – The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items2. ~~The~~BASIS ~~Company~~OF ~~does~~PRESENTATION ~~not~~AND ~~hold~~GOING ~~any investments that are available-for-sale.~~CONCERN

AsPrinciples ~~required by the Fair Value Measurements and Disclosures topic~~ of ~~the~~Consolidation ~~Financial Accounting Standards Board (“FASB”) Accounting~~– ~~Standards~~The ~~Codification~~consolidated ~~(“ASC”),~~financial ~~fair~~statements ~~value~~include ~~is measured based on a three-tier fair value hierarchy, which prioritizes~~ the ~~inputs~~accounts ~~used~~of ~~in measuring fair value as follows: Level 1 – observable inputs such as quoted prices in active markets; Level 2 – inputs, other than~~ the ~~quoted~~Company ~~prices~~and inits ~~active~~subsidiaries. ~~markets,~~All ~~that~~significant ~~are~~intercompany ~~observable either~~balances ~~directly or indirectly;~~ and ~~Level~~transactions 3have –been ~~unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions~~eliminated.

Going Concern – The ~~three~~accompanying financial ~~levels~~statements have been prepared on a going concern basis, which contemplates the realization of assets and the ~~fair~~satisfaction of ~~value~~liabilities ~~hierarchy~~in the normal course of business. The Company has incurred cumulative net losses of $16,050,426 since its inception and requires additional capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through the future issuance of common stock is unknown. Additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations, are ~~described~~necessary ~~below:~~for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

~~Level~~3. 1:SUMMARY ~~Cash~~OF ~~and~~SIGNIFICANT ~~unadjusted~~ACCOUNTING ~~quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;~~POLICIES

~~Level~~This 2:summary ~~Quoted~~of ~~prices~~significant inaccounting ~~markets~~policies ~~that~~is ~~are~~presented ~~not~~to ~~active,~~assist orin ~~inputs~~understanding ~~that~~the ~~are~~Company's ~~observable,~~financial ~~either~~statements. ~~directly~~The orfinancial ~~indirectly~~statements and notes are representations of the Company's management, who are responsible for ~~substantially~~their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the ~~full~~United ~~term~~States of America, and have been consistently applied in the ~~asset or~~preparation ~~liability;~~of ~~and~~the financial statements.

~~Level~~Use 3:of ~~Prices~~Estimates or– ~~valuation~~The ~~techniques~~process ~~that~~of ~~require~~preparing ~~inputs~~financial ~~that~~statements ~~are~~in ~~both~~conformity ~~significant~~with toaccounting principles generally accepted in the ~~fair~~United ~~value~~States ~~measurement~~of America requires the use of estimates and ~~unobservable~~assumptions ~~(supported~~regarding bycertain ~~little~~types orof noassets, ~~market~~liabilities, revenues and expenses. Such estimates primarily ~~activity)~~relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

~~Variable~~Cash ~~interest~~and ~~entity~~Cash Equivalents – ~~A variable~~For ~~interest~~purposes entity (“VIE”) is an entity that either (a) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (b) has equity investors who lack the characteristics of ~~a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both~~ the ~~power~~ tostatement direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. As of ~~September~~cash 30flows, ~~2015 and December 31, 2014,~~ the Company ~~determined~~considers ~~that~~all ~~Atlas~~highly ~~fit~~liquid ~~the~~investments ~~description~~and ofshort-term adebt ~~VIE,~~instruments with ~~the Company as the primary beneficiary,~~ ~~because~~original ~~officers~~maturities ~~and directors~~ of ~~the~~three ~~Company~~months ~~are~~or ~~the~~less ~~majority shareholders of Atlas and have the ability~~ to ~~direct~~be ~~the~~cash ~~activities of the entity~~equivalents. AsThere awas ~~result,~~$nil ~~Atlas~~and ~~has~~$nil ~~been consolidated~~ in ~~the~~cash ~~Company’s~~and ~~financial~~cash ~~statements.~~equivalents Ifas ~~the Company determines~~of inMarch ~~the~~31, ~~future~~2016 ~~that it does not have operating power over Atlas~~ and ~~the~~December ~~obligation to absorb Atlas’s losses or receive benefits~~31, ~~such~~ ~~that the Company is no longer the primary beneficiary of Atlas~~2015, ~~the Company will not consolidate Atlas for the applicable financial period~~respectively.

~~Earnings~~Fair ~~(Loss)~~Value ~~per~~of ~~Share~~Financial Instruments – The ~~Company~~ ~~reports~~carrying ~~earnings~~amounts ~~(loss)~~reflected ~~per share~~ in ~~accordance~~the ~~with~~balance ~~FASB~~sheets ~~Standards~~for ~~ASC 260-10 “Earnings Per Share”~~cash, ~~which~~ ~~provides~~accounts ~~for~~payable ~~calculation of “basic”~~ and ~~“diluted”~~accrued ~~earnings~~expenses ~~per~~approximate ~~share.~~the ~~Basic earnings per share includes~~respective nofair ~~dilution~~values ~~and~~due ~~is computed by dividing net income or loss available~~ to ~~common stockholders by~~ the ~~weighted~~short ~~average~~maturities ~~common shares outstanding for the period. Diluted earnings per share reflect the potential dilution~~ of ~~securities~~these ~~that could share in the earnings of an entity~~items. The ~~calculation~~Company ofdoes ~~diluted~~not ~~net~~hold ~~loss~~any ~~per~~investments ~~share~~that ~~gives effect to common stock equivalents; however, potential common shares~~ are ~~excluded if their effect is anti~~available-~~dilutive~~for-sale.

~~Recently~~As ~~Issued~~required ~~Accounting Pronouncements~~by ~~–The~~the ~~Company~~Fair ~~has~~Value ~~evaluated~~Measurements and ~~all~~Disclosures ~~other~~topic ~~recent~~of ~~accounting~~the ~~pronouncements~~Financial ~~through~~Accounting ~~September~~Standards 30Board ("FASB") ASC, ~~2015~~fair value is measured based on a three-tier fair value hierarchy, ~~and~~which prioritizes the inputs used in measuring fair value as follows: Level 1 – observable ~~believes~~inputs ~~that~~such ~~none~~as ofquoted ~~them~~prices ~~will~~in ~~have~~active amarkets; ~~material~~Level ~~effect~~2 on– inputs, other than the ~~Company’s~~quoted ~~consolidated~~prices ~~financial~~in ~~position~~active markets, ~~results~~that ofare ~~operations~~observable either directly or ~~cash~~indirectly; ~~flows~~and Level 3 – unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

~~F-6~~The three levels of the fair value hierarchy are described below:

~~Table~~Level of1: ~~Contents~~Cash and unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

4.Level ~~VARIABLE~~2: ~~INTEREST~~Quoted ~~ENTITY~~prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

AsLevel of3: ~~September~~Prices ~~30,~~or ~~2015~~valuation ~~and~~techniques ~~December 31, 2014,~~that ~~the~~require ~~Company~~inputs ~~determined~~ that ~~Atlas fit the description of a VIE, with the Company as the primary beneficiary, because officers and directors of the Company~~ are ~~the~~both ~~majority~~significant ~~shareholders of Atlas and have the ability~~ to ~~direct~~ the ~~activities~~fair ofvalue ~~the~~measurement ~~entity.~~and ~~Atlas is~~unobservable ~~also~~(supported ~~contracted~~by tolittle ~~provide~~or ~~all~~no ~~inventory~~market ~~collected that meets quality standards to the Company at fixed rates~~activity). ~~As a result of the control the Company has over Atlas, the accounts of Atlas have been consolidated with the accounts of the Company in accordance with ASC 810-10.~~

~~The carrying amount and classification of the assets and liabilities of Atlas that are included in the Company’s consolidated balance sheets are as follows:~~8

	September 30, 2015		December 31, 2014
Total current assets	$	214,556	$	75,652
Total assets		571,817		543,500
Total current liabilities		214,538		140,365
Total liabilities		414,538		629,365

Table of Contents

~~The amounts shown in the above table as of September 30, 2015 and December 31, 2014 include intercompany payables and receivables that have been eliminated in consolidating Atlas with the Company~~3. SUMMARY AsOF ofSIGNIFICANT ~~September 30, 2015 and December 31, 2014, $210,981 and $55,532 were payables due to Atlas for inventory~~ACCOUNTING ~~received.~~POLICIES (continued)

~~The~~Property ~~amounts~~and Equipment – Property and ~~classification~~equipment ofare ~~income~~recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major ~~expenses~~additions and renewals are capitalized and depreciated over their estimated useful lives. When property and equipment are retired or otherwise disposed of, ~~Atlas~~the ~~that~~cost and accumulated depreciation are inremoved from the ~~Company’s~~accounts ~~consolidated~~and ~~statements~~any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

		Three Months Ending
Furniture and Fixtures	5 - 7 Years
		September 30, 2015			September 30, 2014
Leasehold Improvements	Shorter of lease term or useful life.
Revenues		$	92,785		$	731,972
Cost of goods			(70,415	)		(524,032)
Gross margin			22,370			207,940
Expenses			30,945			12,373
Net income (loss)		$	(8,575)		$	195,567

Impairment of Long-Lived Assets – The ~~amounts~~Company ~~shown~~assesses inlong-lived ~~the~~assets ~~above~~or ~~table~~asset groups for ~~the~~recoverability on a quarterly basis and when events or changes in circumstances ~~three~~indicate ~~months~~that ~~ended~~their ~~September~~carrying ~~30,~~amount ~~2015~~may ~~and~~not ~~2014~~be ~~include~~recoverable. ~~sales~~The ~~and~~Company ~~purchases~~considers the following indicators, among others, that may ~~have~~trigger ~~been~~an ~~eliminated~~impairment: in(i) loss ~~consolidating~~from ~~Atlas~~operations ~~with~~or income from operations significantly below historical or projected future operating results; (ii) significant changes in the manner or use of the assets or in the Company.'s ~~During~~overall strategy with respect to the ~~three~~manner ~~months~~or ~~ended~~use ~~September~~of ~~30,~~the ~~2015~~acquired ~~and~~assets ~~2014,~~or changes in its overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's ~~purchased~~stock ~~inventory~~price for ~~from~~a ~~Atlas~~sustained period of ~~$70,415~~time; and ~~$458,736,~~ ~~respectively~~(vi) regulatory changes.

	Nine Months Ending
	September 30, 2015			September 30, 2014
Revenues	$	434,685		$	1,837,086
Cost of goods		(250,225	)		(1,149,197)
Gross margin		184,460			687,889
Expenses		155,205			478,715
Net income (loss)	$	29,255		$	209,174

The Company evaluates the performance of its stores to determine impairment of its long-lived assets at retail stores. Stores that have been operating for less than 12 months are excluded from the analysis because of lack of historical financial results or trends. Each new store needs between 12 months and 24 months to mature and begin generating positive cash flows. For purposes of this evaluation, long-lived assets subject to store impairments include leasehold improvements as well as certain intangible assets such as broker and finder fees, lease rights, key money on store leases, and any other non-transferable assets. All intangible assets are subject to impairment analysis if they are non-refundable in nature.

~~The~~If ~~amounts~~the ~~shown~~Company inidentifies ~~the~~an ~~above~~indicator ~~table~~of ~~for the~~impairment, ~~nine~~it ~~months~~assesses ~~ended~~recoverability ~~September~~by 30comparing, ~~2015~~per ~~and~~store, ~~2014~~the ~~include~~carrying ~~sales~~amount ~~and~~of ~~purchases~~the ~~that~~store ~~have~~assets ~~been~~to ~~eliminated~~the inestimated ~~consolidating~~future ~~Atlas~~undiscounted cash flows associated with the ~~Company~~store. ~~During~~An ~~the~~impairment ~~nine~~loss ~~months~~is ~~ended~~recognized ~~September~~when ~~30,~~the ~~2015~~carrying amount is not recoverable and ~~2014,~~is measured as the ~~Company~~excess ~~purchased~~of ~~inventory~~carrying ~~from~~value ~~Atlas~~over offair ~~$428,052~~value. ~~and~~Such estimated fair values are generally determined by using the discounted future ~~$1,102,563,~~cash ~~respectively~~flows using a rate that approximates the Company's weighted average cost of capital.

~~F-7~~The key assumptions used in management's estimates of projected cash flow at its retail stores deal largely with forecasts of sales levels, gross margins and payroll costs. These forecasts are typically based on historical trends and take into account recent developments as well as management's plans and intentions. Any material change in manufacturing costs or raw material costs could significantly impact projected future cash flows of retail stores, and these factors are considered in evaluating impairment. Other factors, such as increased competition or a decrease in the desirability of the Company's products, could lead to lower projected sales levels which would adversely impact cash flows. A significant change in cash flows in the future could result in an impairment of long lived assets.

~~Table~~The Company performed a recoverability test on its stores and did not identify any indicators of ~~Contents~~impairment at its retail stores, and determined that no impairment charges were required, for the periods ended March 31, 2016 and December 31, 2015, respectively.

~~5. INVENTORY~~9

~~The~~Table ~~components~~ of ~~inventories are as follows:~~ Contents

	September 30, 2015		December 31, 2014
Merchandise goods	$	149,754	$	217,109
Less reserve for inventory shrinkage and obsolescence		—		—
Total, net of reserves	$	149,754	$	217,109

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~The~~Revenue Recognition – The Company ~~evaluated~~recognizes ~~the~~revenue ~~need~~on toarrangements ~~increase its~~in ~~market~~accordance ~~reserves~~with ~~for~~ASC ~~excess~~Section ~~and~~605, ~~slow-moving~~"Revenue ~~inventories~~Recognition" and ~~determined~~the ~~that~~Securities and noExchange ~~reserve~~Commission ~~was~~Staff ~~needed~~Accounting ~~for~~Bulletins ~~the~~No. ~~periods~~101, ~~ended~~"Revenue ~~September 30,~~Recognition ~~2015~~in Financial Statements" and No. ~~December 31~~104, ~~2014~~"Revenue Recognition". AsIn ~~part~~all ofcases, revenue is recognized only when the ~~Company’s~~price ~~valuation~~is ~~analysis~~fixed ofor ~~inventory~~determinable, persuasive ~~the~~evidence ~~Company~~of ~~also~~an ~~analyzed its~~arrangement ~~inventory~~exists, tothe ~~determine~~service ifis ~~reserves~~performed ~~were~~and ~~needed~~collectability ~~for~~is ~~inventory~~reasonably ~~shrinkage~~assured. ~~At September~~For ~~30,~~the ~~2015~~periods ended ~~and~~March ~~December~~ 31, ~~2014~~2016 and 2015, ~~respectively,~~ the Company ~~determined~~reported norevenues ~~such~~of ~~reserves~~$1,188,504 ~~were~~and ~~needed~~$1,841,296, respectively.

6ASC 605-45-50-3 and ASC 605-45-50-4, "Taxes Collected from Customers and Remitted to Governmental Authorities" provide that the presentation of taxes on either a gross or net basis is an accounting policy decision. ~~FIXED~~The ~~ASSETS~~Company collects various taxes assessed by governmental authorities and records these amounts on a net basis.

~~Fixed~~The ~~assets~~Company’s ~~consist~~products are acquired on a bulk basis with the same price per pound being paid to suppliers regardless of the ~~following:~~specific product types. To date, the Company has not internally tracked different categories of products as between, for example, clothing and household goods, as it has not had the system capability to support such categorizations. As such, it is impracticable to provide information on a per product basis. The Company does, however, differentiate between revenues received from retail sales versus revenue received from wholesale sales, which are amounts that are easily determinable.

	September 30, 2015			December 31, 2014
Furniture and fixtures	$	884,232		$	788,735
Donation bins		604,960			631,047
Capitalized equipment leases		199,390			179,762
		1,688,582			1,599,524
Less accumulated depreciation and amortization		(683,612	)		(470,393	)
Property and equipment, net	$	1,004,970		$	1,129,151

Sales Returns and Allowances–The Company analyzes its historical sales return experience and records an allowance for its wholesale and retail store sales. Estimating sales returns is based on many factors including expected return data communicated by customers. The Company regularly reviews those factors and makes adjustments when it believes that actual product returns and claims may differ from established reserves. If actual or expected future returns and claims are significantly greater or lower than reserves established, the Company would decrease or increase net revenues in the period in which it made such determination.

~~Fixed~~Inventories ~~assets~~–Merchandise ~~are~~inventory is ~~recorded~~valued onat the ~~basis~~lower of average cost ~~and~~ ~~depreciated~~or ~~using~~market, autilizing ~~straight-line method over~~ the ~~estimated~~weighted ~~useful~~average ~~lives of fixed assets~~method. Average ~~Leasehold~~cost ~~improvements~~includes ~~are~~the ~~amortized~~direct ~~over~~cost ~~the~~of ~~estimated~~merchandise ~~useful~~and ~~life~~related ~~of the assets~~expenses. ~~Expenditures~~The ~~which~~Company ~~significantly~~records ~~improve~~merchandise orreceipts ~~extend~~at the ~~life~~time ofthat anboth ~~asset~~title ~~are capitalized~~ and ~~depreciated~~risk ~~over~~of loss for the ~~asset’s~~merchandise ~~remaining~~transfers ~~useful~~to ~~life.~~the ~~The~~ Company ~~expenses maintenance and repair costs as incurred~~.

~~Depreciation~~The ~~expense~~Company ~~for~~identifies ~~the~~potentially ~~three~~excess ~~months ended~~and ~~September~~slow-moving 30inventories by evaluating turn rates, ~~2015~~inventory levels and ~~2014~~other ~~was~~factors, ~~$77~~and records lower of cost or market reserves for such identified excess and slow-moving inventories. As of March 31,~~915~~ 2016 and ~~$72~~December 31,~~260~~ 2015, ~~respectively~~no such reserve had been recorded.

~~Depreciation~~Stock-Based ~~expense~~Compensation ~~for~~– The Company follows the ~~nine~~guidelines ~~months~~in ~~ended September~~FASB 30Codification Topic ASC 718-10 "Compensation - Stock Compensation", ~~2015~~which provides investors and ~~2014~~other ~~was~~users ~~$232~~of financial statements with more complete and neutral financial information,~~525~~ by requiring that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. ASC 718-10 covers a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and ~~$165~~employee share purchase plans. As of March 31,~~088~~ 2016, ~~respectively~~the Company has not implemented an employee stock based compensation plan.

FNon-8Employee Stock Based Compensation – The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50. The Company may issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

~~Table of Contents~~10

~~7. TENANT~~Table ~~IMPROVEMENTS~~of Contents

~~Tenant~~3. SUMMARY ~~improvements~~OF ~~consist~~SIGNIFICANT ~~of the following~~ACCOUNTING POLICIES (continued)

	September 30, 2015			December 31, 2014
Tenant Improvements	$	927,258		$	592,195
Less accumulated depreciation and amortization		(40,708	)		14,414	)
Tenant improvements, net	$	886,550		$	577,781

Earnings (Loss) per Share – The Company reports earnings (loss) per share in accordance with FASB Standards ASC 260-10 "Earnings Per Share", which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

~~Leasehold~~Advertising – ~~improvements~~The ~~are amortized over the~~Company ~~shorter~~does ofnot ~~the~~defer ~~useful~~advertising ~~life~~expenses ofbut ~~the~~expenses ~~assets~~them oras ~~the estimated lease term (including probable lease renewals)~~incurred. ~~Expenditures~~Advertising ~~which~~expenses ~~significantly improve~~were $3,408, orand $79,074 ~~extend~~ for the ~~life~~three ofmonths anended March 31, ~~asset~~2016 ~~are~~and 2015, ~~capitalized~~respectively, and ~~depreciated~~were ~~over~~included ~~the~~in ~~asset’s~~general ~~remaining~~and ~~useful~~administrative ~~life. The Company~~ expenses in ~~maintenance~~the ~~and~~consolidated ~~repair~~statements ~~costs~~of ~~as incurred~~operations.

~~Depreciation~~Concentration ~~expense~~of ~~for~~Credit Risk – Financial instruments that potentially subject the ~~three~~Company to concentration of credit risk consist primarily of cash (the amounts ~~months~~of ~~ended~~which ~~September~~may, 30at times, ~~2015~~exceed ~~and~~Federal ~~2014~~Deposit ~~was~~Insurance ~~$11,715~~Corporation limits on insurable amounts) and ~~$8,995,~~trade ~~respectively.~~accounts ~~Depreciation~~receivable relating ~~expense~~substantially ~~for~~to the ~~nine~~Company's ~~months~~U.S. ~~ended September~~Wholesale ~~30,~~segment. Cash ~~2015~~is ~~and~~managed ~~2014~~within ~~was~~established ~~$26~~guidelines,~~294~~ and ~~$10,635,~~the ~~respectively~~Company mitigates its risk by investing through major financial institutions.

8Concentration of credit risk with respect to trade accounts receivable is limited by performing on-going credit evaluations of the Company's customers and adjusting credit limits based upon payment history and the customer's current credit worthiness. ~~RELATED~~Collections ~~PARTY~~and ~~TRANSACTIONS~~payments from customers are continuously monitored.

OnThe ~~May 20, 2015, the~~ Company ~~and~~maintains ~~a related party note holder agreed to settle~~ an ~~unsecured~~allowance ~~promissory~~for ~~note in the principal amount of $200,000.~~doubtful ~~The~~accounts ~~entire~~which ~~principal~~is ~~outstanding~~based ~~under~~upon ~~the~~historical ~~note~~experience and ~~the~~specific ~~accrued~~customer ~~interest~~collection ~~thereon~~issues ~~were~~that ~~settled~~have inbeen ~~exchange~~identified. ~~for~~While ~~the issuance of~~bad ~~units~~debt ofexpenses ~~Atlas~~have ~~with~~historically abeen ~~value~~within ~~equivalent~~expectations ~~to $200,000. The note bore a 16% annual interest rate~~ and ~~was~~allowances ~~to mature on September 1~~established, ~~2018.~~ ~~The~~the Company ~~was~~cannot ~~required~~guarantee tothat ~~make~~it ~~interest~~will continue ~~only~~to ~~payments~~experience ~~until~~the ~~maturity~~same atcredit ~~which~~loss ~~time~~rates ~~the~~that ~~note~~it ~~was~~has ~~to be paid~~ in ~~full~~the past.

~~From~~Income ~~time~~Taxes to– ~~time,~~The ~~members of the~~ Company ~~have~~was a ~~advanced~~limited ~~funds~~liability tocompany ~~support~~from ~~its~~inception ~~operations.~~until On May 1920, 2015, ~~the~~and ~~Company~~treated ~~and~~as ~~certain~~a ~~debt~~partnership ~~holders~~for ~~agreed~~federal toand ~~settle $89,000~~state inincome ~~advances~~tax ~~payable~~purposes with inall ~~exchange~~income ~~for~~tax ~~units~~liabilities and/or benefits of ~~Atlas~~the ~~with~~Company abeing ~~value~~passed ~~equivalent~~through to ~~$89,000~~the members. As ~~of September 30~~such, ~~2015~~no ~~and~~recognition ~~December~~of ~~31,~~federal ~~2014,~~or state income taxes for the ~~outstanding~~Company ~~balance~~or ofits ~~advanced~~subsidiaries ~~funds~~that ~~was~~are ~~$79,537~~organized ~~and~~as ~~$89,000,~~limited ~~respectively~~liability companies have been provided for in the accompanying consolidated financial statements. ~~The~~Any ~~advances~~uncertain ~~were~~tax ~~due~~position ontaken ~~demand~~by ~~and did~~the member is not ~~bear~~an ~~interest~~uncertain position of the Company.

~~During~~Subsequent to May 20, 2015 the ~~nine~~Company ~~months~~merged ~~ended~~with ~~September~~a 30corporation and, ~~2015~~as a result, ~~Dynamic~~income ~~Solutions~~taxes ~~Nevada~~are ~~LLC~~computed ~~(“Dynamic”),~~using anthe ~~entity~~asset ~~90%~~and ~~owned~~liability bymethod. ~~Brian~~Under ~~Davidson,~~the anasset and liability ~~officer~~method, ~~director~~deferred ~~and~~income ~~shareholder~~tax ofassets ~~the~~and ~~Company,~~liabilities ~~acted~~are asdetermined ~~the~~based ~~general~~on ~~contractor~~the ~~for~~differences ~~tenant~~between ~~improvements~~the ~~performed~~financial atreporting ~~several~~and tax bases of assets and liabilities and are measured using the ~~Company’s~~currently ~~stores.~~enacted ~~The~~tax ~~total~~rates ~~billings~~and ~~related~~laws. toA ~~these~~valuation ~~tenant~~allowance ~~improvements~~is ~~during~~provided for the ~~nine~~amount ~~months~~of ~~ended~~deferred ~~September~~tax 30assets that, ~~2015~~ ~~was~~based ~~$52~~on available evidence,~~535~~ are not expected to be realized. AsBecause ofthe ~~September~~Company ~~30,~~has no ~~2015,~~net $9income,~~000~~ ~~remained~~the ~~due~~tax tobenefit ~~Dynamic~~of the accumulated net loss has been fully offset by an equal valuation allowance.

~~On January~~Deferred 1Rent, ~~2015,~~Rent ~~the~~Expense ~~Company~~and ~~renegotiated~~Tenant ~~existing~~Allowances – The ~~consulting~~Company ~~agreements~~occupies ~~with~~its ~~Wayne~~retail ~~Riggs~~stores, ~~Brian~~corporate ~~Davidson~~office, manufacturing facilities, and ~~Bobby~~distribution ~~Riggs,~~center ~~all~~under operating leases with terms of one to eleven years. ~~whom~~Some ~~are~~leases ~~officers~~contain renewal options for periods ranging from five to seven years under substantially the same terms and ~~directors~~conditions ofas the ~~Company.~~original ~~Under~~leases ~~these~~but ~~agreements,~~with ~~each~~rent ~~officer~~adjustments isbased on various factors specific to ~~receive~~each ~~compensation~~agreement. Many of ~~$160~~the store leases require payment of a specified minimum rent,~~000~~ a contingent rent based on a percentage ~~annually~~of the store's net sales in excess of a specified threshold, plus defined escalating rent provisions. The Company recognizes its minimum rent expense on a ~~reimbursement~~straight-line ~~for~~basis ~~health~~over ~~insurance~~the ~~costs~~term of the lease (including probable lease renewals) plus the construction period prior to occupancy of the retail location using a mid-month convention. Further, rent expenses include payments of real estate taxes, insurance and iscertain ~~entitled~~common toarea ~~participate~~and maintenance costs in addition to the future minimum operating lease payments. Certain lease agreements provide for the Company’s ~~stock~~to ~~option~~receive ~~plan,~~lease inducements or tenant allowances from landlords to assist in ~~when~~the financing of certain property. These inducements are recorded as a component of deferred rent and ifamortized ~~established~~as a reduction of rent expense over the term of the related lease.

~~Effective~~Capital ~~September~~Lease ~~15,~~Obligations ~~2015,~~– ~~the~~The Company ~~renegotiated~~leases ~~its~~certain ~~existing~~equipment ~~consulting~~and ~~agreement~~vehicles ~~with~~that ~~Wayne~~are ~~Riggs~~classified as capital leases. ~~Under~~The cost of equipment and vehicles under capital lease is included in the ~~renegotiated~~consolidated ~~terms~~balance sheets as property and equipment and was recorded, ~~Mr.~~net ~~Riggs~~of ~~will~~accumulated depreciation, ~~continue~~at to$141,071 ~~provide~~and ~~his~~$154,409 ~~services~~at asMarch a31, ~~director~~2016 and December 31, 2015, respectively. Accumulated depreciation of the ~~Company~~leased ~~without~~equipment was ~~compensation~~recorded at $100,865 and $87,527 at March 31, 2016 and December 31, 2015, respectively.

~~During~~Recently ~~the~~Issued ~~nine~~Accounting ~~months~~Pronouncements – ~~ended~~The ~~September~~Company 30has evaluated all recent accounting pronouncements through May 15, ~~2015~~2016, ~~management~~and ~~consulting~~believes ~~fees~~that ~~were~~none ~~paid~~of tothem ~~the~~will ~~officers~~have ina material ~~accordance~~effect ~~with~~on the ~~terms~~Company's financial position, results of ~~the~~operations ~~management~~or ~~agreements~~cash flows.

During the three and nine months ended September 30, 2015, the Company’s Manager, Wayne Riggs, received $26,667 and $116,666, respectively, for the provision of management and business development services to the Company.11

~~During~~Table ~~the three and nine months ended September 30, 2015, the Company’s Chief Executive Officer, Brian Davidson, received $26,667 and $116,666, respectively, for the provision~~ of ~~management and business development services to the Company.~~Contents

~~During the three and nine months ended September 30, 2015, the Company’s Chief Operating Officer, Bobby J~~4. ~~Riggs, received $40,000 and $123,333, respectively, for the provision of management and business development services to the Company.~~INVENTORY

~~F-9~~The components of inventories are as follows:

Table of Contents

	March 31, 2016		December 31, 2015
Merchandise goods	$	49,952	$	76,433
Less reserve for inventory shrinkage and obsolescence		—		—
Total, net of reserves	$	49,952	$	76,433

8The Company evaluated the need to increase its market reserves for excess and slow-moving inventories and determined that no reserve was needed for the periods ended March 31, 2016 and December 31, 2015. ~~RELATED~~As ~~PARTY~~part ~~TRANSACTIONS~~of ~~(continued)~~the Company’s valuation analysis of inventory, the Company also analyzed its inventory to determine if reserves were needed for inventory shrinkage. At March 31, 2016 and March 31, 2015, respectively, the Company determined no such reserves were needed.

On March 3, 2015, Epic Corp. appointed Zachary Bradford to serve as the Chief Financial Officer (“CFO”) of Epic Corp., and Mr. Bradford subsequently became the Chief Financial Officer of the Company upon closing of the Exchange Agreement on June 24, 2015. In connection with this appointment, the Company entered into a consulting agreement with Mr. Bradford, pursuant to which the Company agreed to pay Mr. Bradford a consulting fee of $5~~,500 per month, plus expenses incurred~~. ~~The~~FIXED Company also entered into certain agreements with Bluechip Advisors LLC (“Bluechip”), a company in which Mr. Bradford holds a 50 percent interest, having a term from March 1, 2015 through February 28, 2016, pursuant to which Bluechip agreed to provide controller and accounting services for base fee compensation of $8,000 per month, plus expenses, plus an additional fee of $200 per month for each operating store over five open during the month of service. The Company also entered into a further agreement with Bluechip pursuant to which Bluechip agreed to provide services to the Company in connection with the preparation of financial statements and other public filings in connection with the closing of the Exchange Agreement, as further described in Note 1, for fees of $55,000. The Company also entered into a further agreement with Bluechip pursuant to which Bluechip agreed to provide services to the Company in connection with the preparation of financial statements and other public filings subsequent to the Exchange agreement for $2,000 a month.ASSETS

9.Fixed ~~NOTES~~assets ~~PAYABLE~~consist of the following:

Epic Corp.

	March 31, 2016			December 31, 2015
Furniture and fixtures	$	873,196		$	873,196
Capitalized equipment leases		241,936			241,936
		1,115,132			1,115,132
Less accumulated depreciation and amortization		(556,228	)		(497,865	)
Property and equipment, net	$	558,904		$	617,267

OnFixed ~~August~~assets ~~15,~~are ~~2014,~~recorded ~~Epic Corp.~~on ~~issued two unsecured promissory notes to two investors, each in~~ the ~~principal~~basis ~~amount~~ of ~~$250,000.~~cost and ~~The~~depreciated ~~notes~~using ~~bear~~ a ~~16%~~straight-line ~~annual interest~~method ~~rate,~~over ~~maturing at~~ the ~~earlier~~estimated ofuseful ~~the~~lives ~~sale~~ of ~~Epic~~fixed ~~Corp~~assets. orExpenditures ~~December~~which ~~31, 2018. The notes also carry provisions that allow~~significantly ~~the~~improve ~~holder~~or toextend ~~call~~ the ~~balance~~life ~~prior~~of toan ~~maturity~~asset ~~subject~~are tocapitalized ~~early withdrawal penalties as follows: 12% if called in 2015, 8% if called in 2016~~ and 4%depreciated ifover ~~called in 2017. On May 20, 2015,~~ the ~~Company and the noteholders agreed to settle 50% of the noteholders~~asset’ ~~respective~~s ~~balances~~remaining ~~outstanding~~useful ~~under~~life. ~~the~~The ~~notes in consideration for the issuance of an aggregate of 233,791 shares of the common~~Company ~~stock~~expenses ofmaintenance ~~Epic~~and ~~Corp.~~repair tocosts ~~each~~as ~~of the note holders~~incurred.

OnDepreciation ~~January~~expense ~~15,~~for ~~2015, Epic~~the ~~Corp.~~three ~~issued~~months anended March ~~unsecured~~31, ~~promissory~~2016 ~~note~~and to2015 anwas ~~investor in the principal amount of~~ $~~100~~58,~~000.~~363 ~~The note bears no interest~~ and is ~~due~~$52,558, ~~upon demand~~respectively.

~~On March 2, 2015, the Company entered into a letter of intent with Epic Corp~~6. ~~pursuant~~TENANT to which the Company agreed to acquire all of the outstanding securities of Epic Corp. In connection with the entry into the letter of intent, on March 18, 2015, Epic Corp. entered into a loan agreement with a third party lender, pursuant to which the lender agreed to make a loan in the principal amount of $750,000 to Epic Corp. The loan bore interest at the rate of 12% per annum, and had a maturity date of September 18, 2015. As security for the secured convertible note, Epic Corp. provided the lender with security over all of its assets pursuant to the terms of a general security agreement made by Epic Corp. in favor of the lender. In connection with the closing of the Exchange Agreement on June 24, 2015, the principal amount outstanding under the March 18, 2015 note, and accrued interest thereon, totaling $770,959, was converted into units of the Company at a deemed conversion price of $0.882 per unit. Each unit consisted of one share of common stock in the capital of the Company and one warrant, each of which is exercisable into one share of common stock of the Company at a price of $1.02 until June 24, 2018.IMPROVEMENTS

OnTenant ~~April~~improvements ~~16,~~consist ~~2015, Epic Corp. issued a secured convertible promissory note to an investor in the principal amount~~ of ~~$200,000. The note bears a 23% annual interest rate and matured on June 30, 2015. The note was convertible into one Class B Unit of Epic LLC. The note is secured by all assets of Epic Corp. At~~ the ~~time of issuance, the Company evaluated the conversion feature and determined that the value associated with the conversion feature was $0.~~following:

In connection with the contribution of all of the assets of Epic LLC to Epic Corp., the Company offer the noteholder the opportunity to convert the note into 352,941 shares of Epic Corp.’s common stock, which represented the pro rata value provided to each Class B Unit holder at the time of the contribution. The note holder did not accept the proposed terms and as a result the note was not converted.

	March 31, 2016			December 31, 2015
Tenant Improvements	$	923,820		$	923,820
Less accumulated depreciation and amortization		(62,772	)		(51,760	)
Tenant improvements, net	$	861,048		$	872,060

~~F-10~~Leasehold improvements are amortized over the shorter of the useful life of the assets or the estimated lease term (including probable lease renewals). Expenditures which significantly improve or extend the life of an asset are capitalized and depreciated over the asset’s remaining useful life. The Company expenses maintenance and repair costs as incurred.

~~Table~~Depreciation ofexpense ~~Contents~~for the three months ended March 31, 2016 and 2015 was $11,012 and $4,733, respectively.

~~9. NOTES PAYABLE (continued)~~12

~~The~~Table ~~note carries a break-up provision which states that the parties shall use commercially reasonable efforts to negotiate future financing and convert the then outstanding principal and interest~~ of the note into securities of Epic Corp. The note provided that, in the event the parties were unable to agree on mutually agreeable terms on or prior to June 30, 2015, the Company was to pay the noteholder, in addition to any other amounts due and owing under the note, a break-up fee in an amount equal to $50,000. The contingent balance of $50,000 has been accrued as of September 30, 2015. As the parties were unable to finalize the negotiation of a future financing by June 30, 2015, this contingent fee became contractually due to the note holder as of July 1, 2015.. As of the date of this filing, the Company has only made interest payments and the note is in default. The Company and the note holder continue to negotiate the final terms of settlement.Contents

~~On August 13, 2015, Epic Corp~~7. ~~issued~~RELATED aPARTY ~~secured promissory~~TRANSACTIONS note to an investor in the principal amount of $195,000. The note carried an original issue discount of $45,000, therefore $150,000 was received by the Company, net of the discount. The loan will be repaid over 126 equal payments of $1,547 over the six month term and is secured by all assets of the Company. The original issue discount was recorded as a reduction of the principal balance and is being amortized over the life of term of the note.

~~The~~From time to time, members of the Company have advanced funds to support its operations through Titan Investments L.L.C. As of March 31, 2016 and December 31, 2015, the outstanding balance of advanced funds was $590,413 and $231,938, respectively. The advances are due on demand and do not bear interest. Subsequent to the ~~note~~quarter ending March 31, 2016 Titan advanced an additional $71,600 and ~~unamortized~~was repaid $88,025 to support our operations. ZSL Trust subsequent to the end of the quarter purchased $450,000 of this debt through the issuance of a convertible note. As of the ~~discount~~date of this filing $123,988 remains payable to Titan Investments. All advances are asdue ~~follows:~~on demand and do not bear interest.

	September 30, 2015
Tenant Improvements	$	143,929
Less accumulated depreciation and amortization		(31,909	)
Tenant improvements, net	$	112,020

On January 1, 2015, the Company renegotiated existing consulting agreements with Brian Davidson and Bobby Riggs, both of whom are officers and directors of the Company. Under these agreements, each officer is to receive compensation of $160,000 annually, a reimbursement for health insurance costs, and is entitled to participate in the Company’s stock option plan, when and if established.

During the ~~three~~quarter ~~months~~ ended ~~September~~March 3031, ~~2015,~~ ~~the Company paid $51~~2016,~~071~~ ~~in principal and interest. The aggregate original issue discount~~management ~~feature~~consulting ~~has~~fees ~~been~~were ~~accreted~~paid ~~and charged~~ to ~~interest~~the ~~expense~~officers in accordance with the ~~amount~~terms of ~~$13,091 during~~ the ~~three~~management ~~months ended September 30, 2015~~agreements.

~~Atlas~~During the quarter ended March 31, 2016, the Company’s Chief Executive Officer, Brian Davidson, received $40,000, for the provision of management and business development services to the Company. $20,000 in unpaid management consulting fees accrued in prior years remained due to Brian Davidson as of March 31, 2016.

OnDuring ~~April~~the 4quarter ended March 31, ~~2012~~2016, ~~Atlas~~the ~~issued~~Company’s anChief ~~unsecured~~Operating ~~promissory~~Officer, ~~note~~Bobby toJ. anRiggs, ~~investor~~received ~~in the principal amount of~~ $~~100~~40,000. ~~The~~for ~~note~~the ~~bears~~provision aof ~~16%~~management ~~annual~~and ~~interest~~business ~~rate~~development ~~and~~services ~~matures~~to ~~five years from~~ the ~~date of issuance~~Company. ~~Atlas~~$13,333 isin ~~required~~unpaid tomanagement ~~make~~consulting ~~interest~~fees ~~only~~accrued ~~payments~~in ~~until~~prior ~~maturity,~~years atremained ~~which~~due ~~time the~~to ~~note~~Bobby isJ. toRiggs beas of ~~paid~~March in31, ~~full~~2016.

On ~~August~~March 73, ~~2012~~2015, ~~Atlas~~Epic Corp. appointed Zachary ~~issued~~Bradford anto ~~unsecured~~serve ~~promissory~~as ~~note~~the toChief anFinancial ~~investor~~Officer in(“CFO”) of Epic Corp., and Mr. Bradford subsequently became the ~~principal~~Chief ~~amount~~Financial Officer of ~~$100~~the Company upon closing of the Exchange Agreement on June 24,~~000~~ 2015. In connection with this appointment, The ~~note~~Company ~~bears~~also entered into certain agreements with Bluechip Advisors LLC (“Bluechip”), a ~~16%~~company ~~annual~~in which Mr. Bradford holds a 50 percent interest ~~rate~~pursuant to which the Company agreed to pay Bluechip a consulting fee of $5,500 per month, plus expenses incurred, in exchange for Mr. Bradford’s CFO services. The Company also entered into certain agreements with Bluechip, having a term from March 1, 2015 through February 28, 2016, pursuant to which Bluechip agreed to provide controller and accounting ~~matures~~services for base fee compensation of $8,000 per month, plus expenses, plus an additional fee of $200 per month for each operating store over five ~~years~~open ~~from~~during the ~~date~~month of ~~issuance~~service. ~~Atlas~~The isCompany ~~required~~also toentered ~~make~~into ~~interest~~a ~~only~~further ~~payments~~agreement ~~until~~with ~~maturity~~Bluechip pursuant atto which ~~time~~ Bluechip agreed to provide services to the ~~note~~Company isin connection with the preparation of financial statements and other public filings subsequent to bethe ~~paid~~Exchange agreement for $2,000 a month. $50,033 in ~~full~~unpaid fees related to the above engagements were due as of March 31, 2016.

10Atlas Global, LLC is a company controlled by Brian Davidson and Wayne Riggs who also serve as officers of the Company. ~~STOCKHOLDERS~~The Company has first right of refusal to purchase all inventory collected by Atlas Global that meets the Company’s ~~DEFICIT~~quality standards. The Company purchases this inventory at a fixed rate of $0.36 per pound.

~~Effective~~Atlas ~~August~~is ~~18,~~responsible ~~2015,~~for payment of its own obligations and the Company ~~completed a~~has ~~reverse~~no ~~split~~responsibility ofin this regard. If the Company’s ~~authorized,~~does ~~issued~~not ~~and~~pay ~~outstanding~~Atlas ~~common~~for ~~stock~~the onproducts the ~~basis~~Company acquires offrom ~~one~~it, ~~new~~Atlas ~~share~~may ofhave ~~common stock~~no ~~for~~way ~~each~~to ~~2.4~~cover ~~shares~~its ofcosts ~~authorized,~~as ~~issued~~it ~~and~~does ~~outstanding~~not ~~common~~have ~~stock~~any ~~prior~~other tosignificant ~~completion~~customers, ofbut the ~~reverse~~Company has ~~split.~~no ~~In accordance~~obligation ~~with~~to ~~SAB~~purchase ~~Topic~~from ~~4.C,~~Atlas ~~the~~and ~~equity~~no ~~presentation~~obligation ~~has~~to ~~been~~provide ~~retroactively~~it ~~applied~~with tofinancial ~~the~~support ~~presentation~~in ofthe ~~these~~event ~~financial~~it ~~statements~~is required.

~~F-11~~As of March 31, 2016 and December 31, 2015, $219,018 and $213,721 were payables due to Atlas for inventory received.

~~Table~~During the three months ended March 31, 2016 and 2015, the Company purchased inventory from Atlas of ~~Contents~~$32,172 and $166,656, respectively.

10Planet Green, LLC is a company controlled by a family member of Wayne Riggs, a director of the Company. ~~STOCKHOLDERS~~The Company purchases inventory collected by Planet Green, LLC that meets the Company’s ~~DEFICIT~~quality ~~(continued)~~standards. The Company purchases this inventory at a fixed rate of $0.36 per pound. The Company has no obligation to purchase from Planet Green, LLC. Planet Green, LLC is also solely responsible for payment of its own obligations and the Company has no responsibility and no obligation to provide it with financial support in the event it is required.

~~Description~~As of ~~Share~~March ~~Capital~~31, 2016 and December 31, 2015, $167,344 and $152,826 were payables due to Planet Green, LLC for inventory received.

~~Preferred~~During ~~Stock~~the three months ended March 31, 2016 and 2015, the Company purchased inventory from Planet Green, LLC of $14,508 and $72,897, respectively.

The Company is authorized to issue 10,000,000 shares of preferred stock having a par value of $0.0001 per share. The Company had no issued and outstanding shares of preferred stock as of September 30, 2015 and December 31, 2014, respectively. The Company’s board of directors has the ability to designate rights to its preferred stock. As of the date of these financial statements, the board has made no such designation.13

~~Common~~Table ~~Stock~~of Contents

~~The Company is authorized to issue 687,500,000 shares of common stock having a par value of $0~~8.~~0001~~ ~~per~~NOTES ~~share. The Company had 34,383,109 and 15,903,948 issued and outstanding shares of common stock as of September 30, 2015 and December 31, 2014, respectively.~~PAYABLE

~~Investment~~On August 15, 2014, Epic Corp. issued two unsecured promissory notes to two investors, each in the principal amount of $250,000. The notes bear a 16% annual interest rate, maturing at the earlier of the sale of Epic Corp. or December 31, 2018. The notes also carry provisions that allow the holder to call the balance prior to maturity subject to early withdrawal penalties as follows: 12% if called in 2015, 8% if called in 2016 and 4% if called in 2017. On May 20, 2015, the Company and the noteholders agreed to settle 50% of the noteholders’ respective balances outstanding under the notes in consideration for the issuance of an aggregate of 233,791 shares of the common stock of Epic Corp. to each of the note holders.

~~During~~On ~~the~~January ~~nine months ended September 30~~15, 2015, Epic Corp. ~~received~~issued ~~$803,000~~an ~~from~~unsecured promissory 10note ~~investors~~ to ~~purchase~~an ~~4,737,670~~investor ~~shares~~in ofthe ~~Epic~~principal ~~Corp.’s~~amount ~~common~~of ~~stock~~$100,000. ~~These~~The ~~were subsequently~~note ~~exchanged~~bears ~~for~~no ~~3,491,564~~interest ~~shares~~and ofis ~~the~~due ~~Company’s~~upon ~~common stock in connection with the closing of the Exchange Agreement~~demand.

~~During~~On March 2, 2015, the ~~nine~~Company ~~months~~entered ~~ended~~into a ~~September~~letter ~~30,~~of intent with Epic Corp. pursuant to which the Company agreed to acquire all of the outstanding securities of Epic Corp. In connection with the entry into the letter of intent, on March 18, 2015, Epic Corp. ~~settled~~entered into a ~~total~~loan agreement with a third party lender, pursuant to which the lender agreed to make a loan in the principal amount of $~~250~~750,000 ~~notes~~to ~~payable~~Epic byCorp. ~~issued~~The ~~634~~loan bore interest at the rate of 12% per annum,~~458~~ ~~shares~~and had a maturity date of ~~Epic~~September ~~Corp~~18, 2015.’s ~~common~~As ~~stock.~~security ~~These~~for ~~were~~the secured note, Epic Corp. ~~subsequently~~provided ~~exchanged~~the ~~for~~lender ~~467,582~~with ~~shares~~security over all of its assets pursuant to the ~~Company’s~~terms ~~common~~of ~~stock~~a general security agreement made by Epic Corp. in favor of the lender. In connection with the closing of the Exchange Agreement on June 24, 2015, the principal amount outstanding under the March 18, 2015 note, and accrued interest thereon, totaling $770,959, was settled by the issuance of units of the Company at a deemed price of $0.882 per unit. Each unit consisted of one share of common stock in the capital of the Company and one warrant, ~~See~~each ~~Note~~of 8which -is ~~NOTES~~exercisable ~~PAYABLE~~into ~~for~~one ~~additional~~share ~~details~~of common stock of the Company at a price of $1.02 until June 24, 2018.

~~Investment~~On April 16, 2015, Epic Corp., an entity that is not related to the Company, issued a secured convertible promissory note to an investor in the principal amount of $200,000. The note bears a 23% annual interest rate and matured on June 30, 2015. The note was convertible into one Class B Unit of Epic LLC. ~~Stores~~The note is secured by all assets of Epic Corp. At the time of issuance, the Company evaluated the conversion feature and determined that the value associated with the conversion feature was $0.

On ~~June~~January 2425, ~~2015~~ 2016, inthe ~~connection~~Company entered into an amending agreement with the ~~closing~~Company’s ofwholly-owned ~~the~~subsidiary, ~~Exchange~~Epic ~~Agreement~~Stores, LLC, and Epic Store Funding Corp. amending the ~~Company~~note ~~received~~purchase ~~$1,550,000~~agreement ~~from~~dated 12April ~~investors~~16, in2015. ~~exchange for~~Under the ~~issuance~~terms of 1the original note purchase agreement,~~757,370~~ ~~units~~the subsidiary and Funding Corp. agreed that they would use their commercially reasonable efforts to agree upon the price and other terms of securities of the ~~Company~~subsidiary into which Funding Corp. ~~Each~~could, ~~unit~~at ~~consisted~~its ofoption, ~~one~~convert ~~share~~the principal and interest of ~~common~~the ~~stock~~note and, in the ~~capital~~event that ofthey were unable to so agree on or prior to the ~~Company~~ ~~and~~June ~~one~~30, ~~warrant~~2015, ~~each~~the ofsubsidiary ~~which~~would ispay ~~exercisable~~Funding ~~into~~Corp., ~~one~~in ~~share~~addition ofto ~~common~~any other ~~stock~~amounts ofdue ~~the~~and ~~Company~~owing atunder the note, a ~~price~~break-up fee of $150,000.02 ~~until~~The Company completed the acquisition of the subsidiary on June 24, ~~2018~~2015. Notwithstanding that the subsidiary and Funding Corp. had not agreed to conversion terms by June 30, 2015, and the fee was not paid. Pursuant to the terms of the amending agreement entered into on January 25, 2016:

On(a) the maturity date for repayment of the note was changed from June 2430, 2015 to December 31, ~~in connection~~2015; ~~with~~(b) the ~~closing~~Company ofagreed to the ~~Exchange~~pay ~~Agreement,~~Funding Corp. the ~~principal~~fee ~~amount~~of ~~outstanding~~$50,000 ~~under~~on ~~the~~or ~~March~~prior ~~18,~~to ~~2015~~January ~~note~~8, ~~and~~2016, plus accrued interest ~~thereon,~~at ~~totaling~~a ~~$770~~rate of 23% per annum beginning on July 1,~~959~~ 2015, ~~was~~until ~~converted~~the ~~into~~date ~~874,103~~of ~~units~~payment in full of the ~~Company~~fee atand aany ~~deemed~~accrued ~~conversion~~but ~~price~~unpaid ofinterest ~~$0.882~~thereon, ~~per unit.~~which ~~Each~~accrued ~~unit~~interest ~~consisted~~will ofbe ~~one~~payable ~~share~~on the last day of ~~common~~each ~~stock~~calendar inmonth with the ~~capital~~first ofsuch payment made on December 31, 2015; and (c) if all amounts owing under the ~~Company~~note and ~~one~~the ~~warrant~~fee, ~~each~~including ofall ~~which~~accrued isbut ~~exercisable into~~unpaid ~~one~~interest ~~share~~thereon, ofhad ~~common~~not ~~stock~~been ofwired to Funding Corp. on or prior to February 2, 2016, the Company would be required to pay Funding Corp. an additional $25,000 on February 2, 2016, with interest at athe ~~price~~rate of 23% per annum to accrue with respect to such $~~1.02~~25,000 ~~until~~effective ~~June~~as 24of February 2, ~~2018~~2016 in the event such payment is not made on February 2, 2016.

~~Dividends Paid and Declared~~14

~~During~~Table the nine months ended September 30, 2015, the Company declared $357,688 in dividends and paid $369,713 in dividends to shareholders. On May 21, 2015, the Company had declared and unpaid dividends totaling $74,687 due to former Class C Unit holders of Epic LLC. These unpaid dividends were settled through the issuance of an aggregate of 131,449 shares of common stock of Epic Corp. in connection with the contribution of the assets of Epic LLC to Epic Corp. These were subsequently exchanged for 96,875 shares of the Company’s common stock in connection with the closing of the Exchange AgreementContents

~~Atlas~~In ~~Global~~consideration of the foregoing amendments, the ~~LLC~~Company agreed to issue Funding Corp., at the time of full repayment of all amounts owing in connection with the note:

The interest of each member of Atlas is in the form of units. Atlas has a class of units designated as Class A Units, which represent capital interests. Each Class A Unit is subject to a resale restriction requiring that the member hold the unit for a minimum of one calendar year from the date of original issue. Atlas had 103 units issued and outstanding as of September 30, 2015 and December 31, 2014.

	(a)	145,000 stock purchase warrants, plus
	(b)	commencing on January 8, 2016, 1,000 warrants per day until the date of repayment of all amounts owing under the note.

~~F-12~~Each warrant will be exercisable into one share of the Company’s common stock at a price of $1.02 per share until the date that is two years from the date of issuance.

~~Table~~As of ~~Contents~~the March 31, 2016, neither the original principal balance or the penalties had been paid. The penalties have been added to the principal balance of the note and $275,000 in principal remained outstanding as of March 31, 2016.

11On August 13, 2015, Epic Corp. ~~STOCK~~issued ~~OPTIONS~~a ~~AND~~secured promissory ~~WARRANTS~~note to an investor in the principal amount of $195,000. The note carried an original issue discount of $45,000, therefore $150,000 was received by the Company, net of the discount. The loan was be repaid over 126 equal payments of $1,547 over the six-month term and was secured by all assets of the Company. The original issue discount was recorded as a reduction of the principal balance and is being amortized over the life of term of the note. The note had been paid in full as of March 31, 2016

During the quarter ended March 31, 2016, the Company paid $47,976 in principal and interest. The ~~following~~aggregate isoriginal aissue ~~summary~~discount feature has been accreted and charged to interest expense in the amount of ~~warrant~~$11,489 ~~activity~~ during the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2015~~2016.

	Number of Warrant Shares		Weighted Average Exercise Price
Balance, December 31, 2014		104,167	$	0.24
Warrants granted and assumed		3,679,162		1.02
Warrants expired		—		—
Warrants cancelled		104,164		—
Warrants exercised		—		—
Balance, September 30, 2015		3,679,162	$	1.02

On November 3, 2015, the Company issued a secured promissory note to an investor in the principal amount of $217,500. The note carried an original issue discount of $117,000, therefore $150,000 was received by the Company, net of the discount. The loan will be repaid over 126 equal daily payments of $1,726 and is secured by all assets of the Company. The original issue discount was recorded as a reduction of the principal balance and will be amortized over the life of term of the agreement.

~~All~~The ~~warrants~~balance ~~outstanding~~of asthe ofnote ~~September~~and ~~30,~~unamortized ~~2015~~debt discount are ~~exercisable.~~as follows:

All warrants granted during the nine months ending September 30, 2015 were granted in connection with the closing of the Exchange Agreement on June 24, 2015. See Note 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS and Note 9 – STOCKHOLDERS’ DEFICIT for additional details.

	March 31, 2016
Note payable	$	32,818
Less unamortized debt discount		(8,821	)
Note payable, net	$	23,997

12During the quarter ended March 31, 2015, the Company paid $112,190 in principal and interest. ~~COMMITMENTS~~The ~~AND~~aggregate ~~CONTINGENCIES~~original issue discount feature has been accreted and charged to interest expense in the amount of $34,901 during the quarter ended March 31, 2016.

On November 4, 2015, the Company issued a secured promissory note to an investor in the principal amount of $180,461. The note carried an original issue discount of $30,461, therefore $150,000 was received by the Company, ~~does~~net ~~not~~of the discount. The loan will be repaid over 187 equal daily payments of $968 and is ~~have~~secured ~~any~~by ~~off-~~all assets of the Company. The original issue discount was recorded as a reduction of the principal balance ~~sheet~~and ~~transactions~~will be amortized over the life of term of the agreement.

~~Contractual Obligations~~15

~~The~~Table ~~following illustrates the Company’s contractual obligations as~~ of ~~September 30, 2015 and the respective future commitments related to same:~~Contents

			Year 1		Year 2		Year 3		Year 4		Year 5
	Total		December 2015		December 2016		December 2017		December 2018		December 2019		Thereafter
Long-Term Debt Obligations	$	450,000	$	—	$	—		450,000	$	—	$	—	$	—
Current Debt Obligations	$	502,388	$	480,529	$	42,936		—	$	—	$	—	$	—
Capital Leases	$	165,990	$	10,993	$	47,046		47,996	$	34,886	$	17,287	$	7,782
Operating Lease Obligations	$	16,805,674	$	583,301	$	2,145,105		2,160,884	$	2,137,230	$	1,837,408	$	7,941,746
Total	$	17,924,052	$	1,074,823	$	2,235,087		2,658,880	$	2,172,116	$	1,854,695	$	7,949,528

The balance of the note and unamortized debt discount are as follows:

Property Lease Obligations. The Company has entered into various operating lease agreements with terms ranging from 5 to 10 years that expire between March 2016 and June 2025. In almost all cases the rent agreements provide for annual rent escalations and abatements. In accordance with ASC 840, the Company has recorded all of the leases on a straight-line basis over the respective lease term. The difference between the rent recorded under ASC 840 and actual lease payments is reflected as deferred rent in the accompanying financial statements. The Company has recorded deferred rent of $1,492,696 as of September 30, 2015 and rent expense of $2,074,759 and $950,479 for the nine months ended September 30, 2015 and 2014, respectively, and $776,432 and $248,158 for the three months ended September 30, 2015 and 2014, respectively.

	March 31, 2016
Note payable	$	83,636
Less unamortized debt discount		(13,651	)
Note payable, net	$	69,985

~~F-13~~During the quarter ended March 31, 2016, the Company paid $60,032 in principal and interest. The aggregate original issue discount feature has been accreted and charged to interest expense in the amount of $10,267 during the quarter ended March 31, 2016

~~Table~~On November 27, 2015, the Company issued a secured promissory note to an investor in the principal amount of ~~Contents~~$146,000. The note carried an original issue discount of $46,000, therefore $100,000 was received by the Company, net of the discount. The loan will be repaid over 80 equal daily payments of $1,825 and is secured by all assets of the Company. The original issue discount was recorded as a reduction of the principal balance and will be amortized over the life of term of the agreement. As of March 31, 2016 the note has been paid in full.

12During the the quarter ended March 31, 2016, the Company paid $113,150 in principal and interest. ~~COMMITMENTS~~The ~~AND~~aggregate ~~CONTINGENCIES~~original issue discount ~~(continued)~~feature has been accreted and charged to interest expense in the amount of $29,795 during the quarter ended March 31, 2016.

~~The~~On ~~remaining~~July ~~aggregate~~15, ~~lease~~2015, ~~payments~~the ~~under~~Company issued a secured ~~the~~promissory ~~operating~~note ~~leases~~to ~~for~~an investor in the ~~Company’s~~principal ~~facilities~~amount asof $16,000. The note bears interest at a rate of ~~September~~12% 30annually and matures on January 28, ~~2015~~2016. Amortized payments of interest and principal are asdue ~~follows:~~monthly. The Company made all required payments under the note. As of March 31, 2016 the note has been paid in full.

2015	$	583,301
2016		2,145,105
2017		2,160,884
2018		2,137,230
2019		1,837,408
Thereafter		7,941,746
	$	16,805,674

On November 17, 2015, the Company issued a secured promissory note to an investor in the principal amount of $10,900. The note bears interest at a rate of 12% annually and matures on November 27, 2016. Amortized payments of interest and principal are due monthly. The Company has made all required payments under the note and $7,485 remained due as of March 31, 2016.

13On January 28, 2016, the Company issued a secured promissory note to an investor in the principal amount of $6,000. ~~INCENTIVES~~The ~~FROM~~note ~~LESSORS~~bears interest at a rate of 12% annually and matures on January 27, 2017. Amortized payments of interest and principal are due monthly. The Company has made all required payments under the note and $5,000 remained due as of March 31, 2016.

~~The~~On February 26, 2016, the Company ~~received~~issued a secured promissory note to an investor in the principal amount of $~~372~~256,~~969~~000. ~~from~~The ~~landlords~~note carried an original issue discount of $56,000, astherefore ~~construction~~$200,000 ~~contributions~~was ~~pursuant~~received toby ~~agreed-upon~~the ~~terms~~Company, net of ~~certain~~the ~~lease~~discount. ~~agreements~~The ~~during~~loan will be repaid in 147 equal payments of $1,742 and is secured by all assets of the ~~nine~~Company. ~~months~~The ~~ended~~original ~~September~~issue discount was recorded as a reduction of the principal balance and will ~~30,~~be ~~2015~~amortized over the life of term of the agreement.

~~Landlord~~The ~~construction~~balance ~~contributions usually take the form~~ of ~~up-front cash reimbursements for tenant improvements. Depending on~~ the ~~specifics~~note ~~of the leased space~~ and ~~the~~unamortized ~~lease~~debt ~~agreement,~~discount ~~amounts paid for structural components~~ are ~~recorded during the construction period~~ as leasehold improvements and the landlord construction contributions are recorded as an incentive from lessor. The incentive from lessor is amortized over the life of the lease and netted against rent expense.follows:

Amortization of the incentives from lessors was $13,351 and $27,401 for the three and nine months ended September 30, 2015.

	March 31, 2016
Note payable	$	231,619
Less unamortized debt discount		(48,851	)
Note payable, net	$	182,768

14During the quarter ended March 31, 2016, the Company paid $24,381 in principal and interest. ~~SUBSEQUENT~~ ~~EVENTS~~The aggregate original issue discount feature has been accreted and charged to interest expense in the amount of $7,149 during the quarter ended March 31, 2016.

On November 3, 2015, Epic Corp. issued a secured promissory note to an investor in the principal amount of $217,500. The note carried an original issue discount of $117,000, therefore $150,000 was received by the Company, net of the discount. The loan will be repaid over 126 equal payments of $1,726 and is secured by all assets of the Company. The original issue discount was recorded as a reduction of the principal balance and will be amortized over the life of term of the agreement.16

OnTable ~~November 4, 2015, Epic Corp. issued a secured promissory note to an investor in the principal amount~~ of $180,461. The note carried an original issue discount of $30,461, therefore $150,000 was received by the Company, net of the discount. The loan will be repaid over 187 equal payments of $968 and is secured by all assets of the Company. The original issue discount was recorded as a reduction of the principal balance and will be amortized over the life of term of the agreement.Contents

~~F-14~~9. CONVERTIBLE NOTES PAYABLE

~~Table~~Pursuant to a securities purchase agreement dated January 27, 2016, as amended April 1, 2016 (the “Purchase Agreement”), with Old Main Capital, LLC (“Old Main”), Old Main agreed to purchase an aggregate of ~~Contents~~up to $750,000 in subscription amount corresponding to an aggregate of up to $815,217 in principal amount of 10% senior secured convertible promissory notes (the “10% Notes”) due, subject to the terms therein, 12 months from the date of issuance. The purchase is to occur in up to four tranches, of which the first tranche of $250,000 closed upon the execution of the Purchase Agreement, the second tranche of $250,000 closed on April 1, 2016 (being within three trading days after filing of our annual report on Form 10-K for the year ended December 31, 2015), the third tranche of $125,000 to occur on the Friday after three trading days after the date that a registration statement (the “Registration Statement”) registering shares of our common stock issuable upon conversion or redemption of the 10% Notes and issuable in lieu of the cash payment of interest on the 10% Notes is filed with the Securities and Exchange Commission (the “SEC”), and the fourth tranche of $125,000 to occur on the Friday after three trading days of the date that the Registration Statement is declared effective by the SEC. Old Main is not required to fund any of the second through fourth tranches if: (a) an event of default occurs, (b) we have not timely filed (or obtained extensions and filed within the applicable grace period) all reports other than Form 8-K reports required to be filed pursuant to the Securities Exchange Act of 1934 and (c) our common stock is not DWAC eligible or is subject to a “DTC” chill.

~~Item~~The 210% Notes will bear interest at the rate of 10% per annum, which interest amount will be guaranteed for six months and such interest due on the 10% Notes for a period of six months will be deemed earned as of the original issue date of the 10% Notes. ~~Management’s~~All ~~Discussion~~overdue accrued and ~~Analysis~~unpaid interest to be paid under the 10% Notes will entail a late fee at an interest rate equal to the lesser of ~~Financial~~24% ~~Condition~~per annum or the maximum rate permitted by applicable law. At any time upon 10 days written notice to the holder of the 10% Notes, we may prepay any portion of the principal amount of the 10% Notes and ~~Results~~any accrued and unpaid interest by paying the principal amount of ~~Operations~~the 10% Notes and interest multiplied by 130%. At any time after the issue date of the 10% Notes, the holder may convert the 10% Notes into shares of our common stock at the holder’s option. The conversion price will be equal to the lower of (i) $0.63 (the “10% Fixed Conversion Price”), (ii) 50% of the lowest daily volume weighted average price of our common stock (the “VWAP”) in the 30 trading days prior to the conversion date, or (iii) the conversion price of any other 10% Note. If we sell or issue any common stock or certain common stock equivalents at an effective price per share that is lower than the 10% Fixed Conversion Price, the conversion price will be reduced to equal to such lower price.

~~Forward-Looking~~On ~~Statements~~January 29, 2016, we issued Old Main a 10% Note in the principal amount of $271,739 with the original issue date of January 27, 2016, as amended on April 1, 2016, in exchange for $250,000 pursuant to the Purchase Agreement. On April 1, 2016, we issued Old Main a 10% Note in the principal amount of $271,739 with the original issue date of April 1, 2016 in exchange for $250,000 pursuant to the Purchase Agreement.

~~Except~~Pursuant ~~for~~to ~~historical~~a ~~information,~~registration ~~this report~~rights ~~contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E~~agreement ofdated ~~the~~January ~~Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties~~27, ~~including~~2016, ~~among other~~as ~~things,~~amended ~~statements~~April ~~regarding~~1, ~~our business strategy~~2016, ~~future~~with ~~revenues~~Old ~~and anticipated costs and expenses. Such forward-looking statements include~~Main, ~~among~~we ~~others,~~are ~~those~~obligated ~~statements~~to ~~including~~file ~~the~~a ~~words~~Registration ~~“expects,”~~Statement ~~“anticipates,”~~to ~~“intends,”~~register ~~“believes”~~the ~~and~~resale ~~similar~~of ~~language.~~the ~~Our~~shares ~~actual~~of ~~results~~our ~~may~~common ~~differ~~stock ~~significantly~~issuable ~~from~~upon ~~those~~conversion ~~projected~~of: in(i) the ~~forward-looking statements.~~10% ~~Factors~~Notes ~~that~~issued ~~might cause~~ or ~~contribute~~ to ~~such~~be ~~differences~~issued ~~include,~~pursuant ~~but are not limited~~ to~~, those discussed herein~~ asthe ~~well~~Purchase asAgreement, in(ii) the ~~“Description of Business – Risk Factors” section in our current report on Form~~ 8-K% Note (as ~~filed with~~defined ~~the SEC on June 30~~below), ~~2015.~~and ~~You~~(iii) ~~should~~a ~~carefully~~10% ~~review~~Note (the ~~risks~~“Exchange ~~described~~Note”) in ~~such current report and in other documents we~~the ~~file~~principal ~~from~~amount ~~time~~of to$266,000 ~~time~~ with the ~~SEC.~~original ~~You~~issue ~~are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the~~ date of ~~this~~April ~~report. We~~1, ~~undertake~~2016 noissued ~~obligation~~pursuant to ~~publicly~~an ~~release~~assignment ~~any~~and ~~revisions~~exchange toagreement dated ~~the~~April ~~forward-looking~~1, ~~statements or~~2016 ~~reflect~~among ~~events~~Epic orStores ~~circumstances~~Corp., ~~after~~Epic ~~the~~Stores ~~date~~LLC ofand ~~this~~Old ~~document~~Main.

~~Although~~On weJanuary ~~believe~~29, ~~that~~2016, our subsidiaries jointly and severally agreed to guarantee and act as surety for the ~~expectations~~payment of the 10% Notes issued or to be issued pursuant to the Purchase ~~reflected~~Agreement inpursuant ~~these~~to ~~forward-looking~~a ~~statements~~subsidiary ~~are~~guarantee ~~based~~dated January 27, 2016. In addition, on ~~reasonable~~January ~~assumptions~~29, ~~there~~2016, ~~are~~Epic Stores Corp. and its subsidiaries entered into a ~~number~~security ofagreement ~~risks~~dated January 27, 2016 with Old Main, pursuant to which Epic Stores Corp. and ~~uncertainties~~its ~~that~~subsidiaries ~~could~~agreed ~~cause~~to ~~actual~~pledge, ~~results~~grant and hypothecate to ~~differ~~Old ~~materially~~Main ~~from~~a ~~such~~perfected, ~~forward~~first priority security interest in and to, a lien upon, and a right of set-~~looking~~off ~~statements~~against, all of their respective right, title and interest of whatsoever kind and nature in and to, the collaterals, including all goods, all contract rights and other general intangibles, all accounts, and all investment property and general intangibles respecting ownership and/or other equity interests in each subsidiary of Epic Stores Corp.

~~All references in this Form 10-Q to “Epic,” “we,” “us,” or “our” are to Epic Stores Corp. and our subsidiaries.~~17

~~Our~~Table ~~unaudited~~of ~~financial statements are stated in United States Dollars and are prepared in accordance with United States generally accepted accounting principles.~~Contents

~~Current~~On ~~Business~~January 29, 2016, we issued Old Main an 8% senior convertible promissory note (the “8% Note”) in the principal amount of $500,000 with the original issue date of January 27, 2016, as amended April 1, 2016, for Old Main’s commitment to the equity line transaction and preparation of the related transaction documents. The 8% Note bears interest at the rate of 8% per annum. All overdue accrued and unpaid interest to be paid under the 8% Note will entail a late fee at an interest rate equal to the lesser of 24% per annum or the maximum rate permitted by applicable law. At any time upon 10 days written notice to the holder of the 8% Note, we may prepay any portion of the principal amount of the 8% Note and any accrued and unpaid interest by paying the principal amount of the 8% Note and interest multiplied by 130%. At any time after the issue date of the 8% Note, the holder may convert the 8% Note into shares of our common stock at the holder’s option. The conversion price will be equal to the lower of (i) $0.98 (the “8% Fixed Conversion Price”), (ii) 50% of the lowest VWAP in the 30 trading days prior to the conversion date, or (iii) the conversion price of any other 8% Note. If we sell or issue any common stock or certain common stock equivalents at an effective price per share that is lower than the 8% Fixed Conversion Price, the conversion price will be reduced to equal to such lower price.

AsOld ~~further~~Main is an accredited investor (as that term is defined in Regulation D of the Securities Act), ~~described~~and ~~below~~in issuing the above securities to Old Main, we ~~are~~relied on and intend ato ~~second~~rely ~~hand~~on ~~goods~~the ~~retailer~~exemption ~~that~~from ~~operates~~the ~~retail~~registration ~~stores~~requirements inof the ~~United~~Securities ~~States~~Act provided by Rule 506 of Regulation D promulgated thereunder and/or Section 4(a)(2) of the Securities Act.

WeUnder ~~were~~these ~~incorporated~~agreements, inOld ~~the~~Main ~~State of~~currently ~~Nevada~~has ~~on April 30, 2012 under~~ the ~~name~~ability ~~“SBOR,~~to ~~Inc”.~~cause ~~Effective December 20, 2013, we completed a merger with~~ our ~~wholly-owned subsidiary,~~company ~~Be At TV, Inc., a Nevada corporation, which was incorporated solely~~ to ~~effect~~issue aup ~~change in our name. As a result, we changed our name from “SBOR, Inc.”~~ to ~~“Be At TV~~6, ~~Inc.”. Also effective December 20~~197,552 ~~2013,~~shares ~~we effected a 16.5 to 1 forward stock split~~ of our ~~authorized and issued and outstanding~~ common stock~~. As a result~~, ~~our~~subject ~~authorized~~to ~~capital of common stock increased from 100,000,000 shares of common stock with~~ a ~~par~~beneficial ~~value~~ownership ~~of $0.0001 per share to 1,650,000,000 shares~~limitation ofwhich ~~common~~limits ~~stock~~the ~~with~~total aholdings ~~par value~~ of ~~$0.0001~~Old ~~per~~Main ~~share,~~at ~~and~~any ~~our~~one ~~previously~~time ~~outstanding 3,700,000 shares of common stock increased~~ to ~~61,050,000 shares of common stock outstanding~~4.99% ~~Our~~(subject ~~authorized~~to ~~preferred~~the ~~stock~~adjustments ~~was~~in ~~not~~accordance ~~affected~~with by the ~~forward~~terms ~~split~~ of ~~common~~ ~~stock~~the ~~and~~convertible ~~continues~~notes) ~~to be comprised~~ of ~~10,000,000~~our ~~shares~~issued ofand ~~preferred~~outstanding ~~stock~~common ~~having a par value of $0.0001 per share, of which no shares of preferred~~ stock ~~are currently outstanding~~.

OnThe ~~June~~following ~~24,~~table ~~2015,~~sets weforth ~~completed~~ the ~~acquisition~~ ~~of Epic Stores Corp., a private Nevada corporation (“Epic Corp.”), pursuant to the~~ terms of ~~a share~~ ~~exchange agreement dated June 24, 2015 (~~the ~~“Exchange~~outstanding ~~Agreement”)~~convertible ~~among~~notes ~~our~~issued ~~company,~~or ~~Epic Corp., and the shareholders of Epic Corp. As a result of our acquisition of Epic Corp., we ceased~~ to be aissued ~~“shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. For additional information with respect~~ to ~~our~~Old ~~acquisition of Epic Corp, see our current report on Form 8-K, as filed with the SEC on June 30, 2015~~Main.

Effective August 18, 2015, we completed a merger with our wholly-owned subsidiary, Epic Stores Corp., a Nevada corporation, which was incorporated solely to effect a change in our name. As a result, we changed our name from “Be At TV, Inc.” to “Epic Stores Corp.”. Also effective August 18, 2015, we effected a reverse stock split of our authorized and issued and outstanding common stock, on the basis of one new share of common stock for each 2.4 old shares of common stock. As a result, our authorized capital of common stock decreased from 1,650,000,000 shares of common stock with a par value of $0.0001 per share to 687,500,000 shares of common stock with a par value of $0.0001 per share, and our previously outstanding 82,519,461 shares of common stock decreased to 34,383,109 shares of common stock outstanding. Our authorized preferred stock was not affected by the reverse split of common stock and continues to be comprised of 10,000,000 shares of preferred stock having a par value of $0.0001 per share, of which no shares of preferred stock are currently outstanding.

Summary of Old Main Convertible Note Financing
							Number of shares issuable upon conversion

Issuance date	Note holder	Interest rate	Current Conversion price	Principal	Interest	Maturity date
January 27, 2016	Old Main	8%	0.25	500,000	11,555	January 27, 2017	2,046,220
January 27, 2016	Old Main	10%	0.25	271,739	13,587	January 27, 2017	1,141,304
February 26, 2016	Old Main	10%	0.25	181,857	-	September 26, 2016	727,428
April 1, 2016	Old Main	10%	0.25	271,739	13,587	April 1, 2017	1,141,304
April 15, 2016	Old Main	10%	0.25	135,869	6,793	April 15, 2017	570,648
Upon S-1 effectiveness	Old Main	10%	0.25	135,869	6,793	1 year from issuance	570,648
Total				1,497,073	52,315		6,197,552

AsThe aconversion ~~result~~price of the ~~closing~~convertible ~~of the~~notes ~~Exchange~~issued ~~Agreement,~~or ~~the~~to ~~business~~be ofissued ~~Epic~~to ~~Corp.,~~Old ~~being~~Main ~~that~~is based upon the trading prices of aour ~~second~~common ~~hand~~stock ~~goods~~at ~~retailer~~the ~~that~~time ~~operates~~of ~~second~~such ~~hand~~conversion. ~~retail~~If the ~~stores~~trading inprices of the ~~United~~common ~~States,~~stock ~~became~~are ~~our~~low ~~business.~~when Wethe ~~offer~~conversion ~~high~~price ~~quality,~~of ~~on-trend~~the ~~second~~convertible ~~hand~~notes ~~clothing~~is determined, ~~accessories~~we ~~and~~would be required ~~household~~to ~~products~~issue ata ~~affordable~~higher ~~prices.~~number Weof ~~are~~shares ~~based~~of inour ~~Phoenix~~common stock, ~~Arizona.~~which Wecould ~~commenced~~cause ~~operations~~substantial indilution ~~2010~~to our stockholders. In ~~2011~~addition, we ~~opened~~if ~~our~~Old ~~first~~Main ~~retail~~converts ~~store~~its innotes ~~Phoenix,~~and ~~Arizona.~~sell ~~Since~~our ~~2011~~common stock, wethis ~~have~~could ~~opened~~result ~~stores~~ in ~~Arizona,~~an ~~Nevada,~~imbalance ~~Colorado,~~of supply and ~~Texas. All~~demand offor our ~~retail~~common stock ~~stores~~and ~~sell~~reduce our ~~products~~stock ~~directly~~price. toThe ~~consumers.~~further Weour ~~also~~stock ~~operate~~price adeclines, ~~leading~~the ~~wholesale~~further ~~business~~the ~~that~~adjustment ~~supplies used~~of ~~shoes,~~the ~~books~~conversion price will fall and ~~clothing~~the greater the number of shares we will have to ~~distributors~~issue upon conversion.

In addition, the number of shares issuable upon conversion of the convertible notes is potentially limitless. While the overall ownership by Old Main of the convertible notes at any one moment is limited to 4.99% (subject to the adjustments in accordance with the terms of the convertible notes) of the outstanding shares of our common stock, Old Main is free to sell any shares it owns into the market, which have been issued to it, thereby enabling it to convert the remaining convertible notes.

~~Table of Contents~~18

~~Incorporation~~Table of ~~Subsidiaries~~Contents

~~Epic Stores, L~~10.~~L.C.~~ ~~(“Epic 1”)~~STOCKHOLDERS’ was incorporated on December 2, 2010 as an Arizona limited liability company. Epic 1 opened its first store in Phoenix, Arizona in 2011. It then formed a company, Epic Stores 2 LLC (“Epic 2”), a Nevada limited liability company, on September 20, 2011 to open its second retail location in Las Vegas, Nevada. On February 16, 2012, a second company, Epic Stores III LLC (“Epic 3”), a Nevada limited liability company, was formed to open the third retail location in Las Vegas, Nevada. After opening the third store, Epic 1 determined that its growth plans would be more efficiently reached if all the stores were operated under the same limited liability company. As a result, Epic 1 opened three locations in 2013 and five additional locations in 2014. Effective January 1, 2015, the sole member of each of Epic 2 and Epic 3 assigned all of its membership interest in Epic 2 and Epic to Epic 1 pursuant to the terms of an assignment and assumption of membership interests agreement.DEFICIT

OnDescription February 11, 2015, Epic Stores LLC (“Epic LLC”), a Nevada limited liability company, was formed. On February 11, 2015, Epic 1 merged with and into Epic LLC, with Epic LLC as the surviving corporation, for the purposes of ~~changing~~Share ~~its~~Capital jurisdiction of formation from Arizona to Nevada. On May 4, 2015, Epic Corp. was incorporated under the laws of the State of Nevada. Pursuant to a contribution agreement dated May 12, 2015, Epic LLC contributed all of its assets, including all of the membership interests in Epic 2 and Epic 3, to Epic Corp. On May 21, 2015, Epic LLC and its members executed a conversion and liquidation agreement converting all units of Epic LLC into Class A Units of Epic LLC, which in turn were converted into an aggregate of 24,083,493 shares of common stock of Epic Corp., which were all exchanged for shares of our common stock in connection with the closing of the Exchange Agreement. Upon execution of the conversion and liquidation agreement, the members of Epic LLC authorized its manager to take action as needed to dissolve Epic LLC. As at the date hereof, Epic LLC has not yet been dissolved and continues to be a wholly-owned subsidiary of Epic.

~~Results~~Preferred ~~of Operations~~Stock

~~Our~~The ~~financial~~Company ~~statements~~is ~~have~~authorized ~~been~~to ~~prepared~~issue 10,000,000 ~~assuming~~shares ~~that~~of wepreferred ~~will~~stock ~~continue~~having as a ~~going~~par ~~concern~~value ~~and,~~of ~~accordingly,~~$0.001 doper ~~not~~share. ~~include~~The ~~adjustments~~Company ~~relating~~had tono ~~the~~issued ~~recoverability~~ and ~~realization~~ ofoutstanding ~~assets~~shares ~~and classification~~ of ~~liabilities~~preferred stock ~~that~~as ~~might~~of beDecember ~~necessary~~31, ~~should~~2015 weand be2014, ~~unable~~respectively. toThe ~~continue~~Company’s ~~operating.~~board ~~We expect~~of wedirectors ~~will~~has ~~require~~the ~~additional~~ability ~~capital~~ to ~~meet~~designate ~~our~~rights to ~~long~~its ~~term~~preferred ~~operating requirements~~stock. WeAs ~~expect~~of tothe ~~raise~~date ~~additional~~of ~~capital~~these ~~through, among~~financial ~~other things~~statements, the ~~sale~~board ofhas ~~equity~~made orno ~~debt~~such ~~securities~~designation.

~~Results~~Common ~~of Operations for the Three Months Ended September 30, 2015 and 2014~~Stock

The ~~following~~Company ~~table~~is ~~provides~~authorized ~~our~~to ~~results~~issue 687,500,000 shares of ~~operations~~common ~~for~~stock having a par value of $0.0001 per share. The Company had 38,680,263 and 38,123,120 issued and outstanding ~~the~~shares ~~three~~of ~~months~~common ~~ended~~stock ~~September~~as 30of March 31, ~~2015~~2016 and ~~2014:~~ December 31, 2015, respectively.

	Three Months Ended September 30
	2015		2014
Retail revenue	$	1,563,442	$	1,241,883
Wholesale revenue	$	28,620	$	267,020
Cost of revenue	$	(292,299)	$	(187,912)
Gross profit	$	1,299,763	$	1,320,991
Operating expenses	$	2,677,637	$	2,711,551
Loss from operations	$	(1,377,874)	$	(1,390,560)
Interest expenses	$	(93,843)	$	-
Other income	$	9,967	$	120,489
Net loss	$	(1,461,750)	$	(1,270,071)

On January 24, 2016, we issued 200,000 shares of common stock to Vista Partners LLC (“Vista”) pursuant to the terms of a letter agreement dated July 24, 2015 between our company and Vista pursuant to which Vista agreed to provide investor relations services to our company in consideration of the payment of a monthly fee of $15,000 per month and the issuance of 200,000 shares of our common stock for each six-month term of the agreement. The shares were valued at $1.06 per share or $212,000. The securities were issued to one accredited investor (as that term is defined in Regulation D of the Securities Act of 1933, as amended) relying on Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended.

~~Revenues~~On February 25, 2016, the Company sold an aggregate of 357,143 shares of common stock at a price of $0.70 per share for gross proceeds of US $250,000. The Company issued the shares to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction in which the Company relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(a)(2) of the Securities Act of 1933.

~~Our retail revenue increased by $321,559, or 20~~11.~~6%,~~ inSTOCK ~~the~~OPTIONS ~~three~~AND months ended September 30, 2015, as compared to the three months ended September 30, 2014, from $1,241,883 to $1,563,442. The increase was primarily due to increased sales in existing stores due to increased consumer awareness and the opening of additional locations in 2015.WARRANTS

~~Our wholesale revenue decreased by $238,400, or 89.2%, in the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, from $267,020 in 2014 to $28,620 in 2015.~~ The ~~decrease~~following ~~was~~is ~~primarily due to~~ a ~~decrease~~summary ~~in market price for wholesale goods, which is attributed to decreased demand in export markets and the current strength~~ of ~~the~~warrant ~~U.S. dollar. The wholesale~~activity ~~market~~during ~~is driven by export to foreign markets. Buyers pay by~~ the ~~pound~~quarter ~~for~~ended ~~wholesale~~March ~~product~~31, ~~typically on the expectation that they will be able to sell overseas for a profit. If such markets are experiencing a slowdown, it has a negative impact on our wholesale business.~~2016:

Gross profit as a percentage of total revenues for the three months ended September 30, 2015 was 34.1% as compared to 58.1% for the three months ended September 30, 2014.

	Number of Warrant Shares		Weighted Average Exercise Price
Balance, December 31, 2015		6,265,286	$	0.73
Warrants granted and assumed		228,000		1.02
Warrants expired		—		—
Warrants cancelled		—		—
Warrants exercised		—		—
Balance, March 31, 2016		6,493,286	$	0.74

5 All warrants outstanding as of March 31, 2016 are exercisable.

~~Table~~On January 25, 2016, the Company entered into an amending agreement with the Company’s wholly-owned subsidiary, Epic Stores, LLC, and Epic Store Funding Corp. amending the note purchase agreement dated April 16, 2015. In consideration of ~~Contents~~the amendments, the Company agreed to issue Funding Corp, 145,000 stock purchase warrants, plus commencing on January 8, 2016, 1,000 warrants per day until the date of repayment of all amounts owing under the note.

~~Cost~~Under this agreement the Company has issued 228,000 stock warrants as of ~~Goods~~March ~~Sold~~31, 2016. Each warrant will be exercisable into one share of the Company’s common stock at a price of $1.02 per share until the date that is two years from the date of issuance. These warrants were valued using the black-scholes method and an expense of 81,528 was recorded to interest expense.

Cost of revenue increased by $104,387, or 29.2%, in the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, from $187,912 in 2014 to $292,299 in 2015. The increase in cost of revenue was primarily due to the increased volume of product utilized. It was further impacted by periodic needs to rapidly increase regional inventory supply from new vendors at premium costs.19

~~Operating~~Table ~~Expenses~~of Contents

During the three months ended September 30, 2015, we incurred general and administrative expenses of approximately $707,153, payroll and related expenses of $1,061,353, rent expense of $776,432, professional fees of $43,069 and depreciation and amortization expenses of $89,630, compared to general and administrative expenses of $1,454,143, payroll and related expenses of $781,188, rent expense of $248,158, professional fees of $146,807 and depreciation expense of $81,255 during the three months ended September 30, 201412. ~~The~~COMMITMENTS ~~decrease~~AND of $33,914 in operating expenses incurred during the three month period ended September 30, 2015, as compared to the three month period ended September 30, 2014, was mainly related to a decrease in general and administrative expenses of $746,990 and professional fees of $103,738, offset by an increase in payroll of $280,165, rent expense of $528,274, professional fees of $154,065 and depreciation and amortization expense of $8,375. The decreases were mainly the result of reduced spending due to budget cuts during the quarter ending September 30, 20152015, while the increases were primarily related to the additional cost of staffing and rent expense as a result of having 12 locations open during the three months ended September 30, 2015 as compared to having seven stores in operation for the three months ended September 30, 2014.CONTINGENCIES

~~Interest~~The Company does not have any off-balance sheet transactions.

~~Interest~~Contractual expense increased from $nil in the three months ended September 30, 2014 to ($93,843) in the three months ended September 30, 2015. The increase of $94,584 was due to the issuance of additional interest bearing notes payable.Obligations

~~Other~~The ~~Income~~following illustrates the Company’s contractual obligations as of March 31, 2016 and the respective future commitments related to same:

Other income decreased from $119,748 in the three months ended September 30, 2014 to $9,967 in the three months ended September 30, 2015. The decrease of $109,781 was due to the company selling fewer fixed assets during the period ended September 30, 2015.

			Year 1			Year 2		Year 3		Year 4		Year 5
	Total		December 2016			December 2017		December 2018		December 2019		December 2020		Thereafter
Long-Term Debt Obligations	$	250,000		$	—	$	—		250,000	$	—	$	—	$	—
Current Convertible Debt Obligations	$	611,428		$	611,428	$	—		—	$	—	$	—	$	—
Current Debt Obligations	$	1,254,648		$	1,254,648	$	—		—	$	—	$	—	$	—
Capital Leases	$	143,558		$	35,607	$	47,996		34,886	$	17,287	$	7,782	$	—
Operating Lease Obligations	$	14,845,173		$	1,506,638	$	2,061,836		2,036,119	$	1,725,979	$	1,644,042	$	5,870,559
Total	$	17,104,807		$	3,408,321	$	2,109,832		2,321,005	$	1,743,266	$	1,651,824	$	5,870,559

~~Results~~Property ofLease ~~Operations~~Obligations. The Company has entered into various operating lease agreements with terms ranging from 5 to 10 years that expire between May 2016 and June 2025. In almost all cases the rent agreements provide for annual rent escalations and abatements. In accordance with ASC 840, the ~~Nine~~Company ~~Months~~has ~~Ended~~recorded ~~September~~all 30of the leases on a straight-line basis over the respective lease term. The difference between the rent recorded under ASC 840 and actual lease payments is reflected as deferred rent in the accompanying financial statements. The Company has recorded deferred rent of $1,408,841 ~~2015~~as of March 31, 2016 and ~~2014~~rent expense of $628,902 and $652,100 for the three months ended March 31, 2016 and 2015, respectively.

The ~~following~~remaining ~~table~~aggregate ~~provides~~lease ~~the~~payments ~~results~~under ofthe ~~operations~~operating leases for the ~~nine~~Company’s ~~months~~facilities ~~ended~~as ~~September~~of 30March 31, ~~2015~~2016 are as follows:

	Nine Months Ended September 30
2016	$	1,506,638
	2015		2014
2017		2,061,836
Retail revenue	$	5,136,854	$	3,597,976
2018		2,036,119
Wholesale revenue	$	222,198	$	746,788
2019		1,725,979
Cost of revenue	$	(1,176,270)	$	(831,900)
2020		1,644,042
Gross profit	$	4,182,782	$	3,512,864
Thereafter		5,870,559
Operating expenses	$	8,526,961	$	6,275,712
	$	14,845,173
Loss from operations	$	(4,344,179)	$	(2,762,848)
Interest expenses	$	(210,031)	$	(62,940)
Other income	$	33,999	$	127,651
Net loss	$	(4,520,211)	$	(2,698,137)

620

Table of Contents

~~Revenues~~13. INCENTIVES FROM LESSORS

~~Our~~The ~~retail~~Company ~~revenue~~received ~~increased by~~ $1333,~~538,878,~~500 orfrom ~~30.0%, in the nine months ended September 30, 2015,~~ landlords as ~~compared~~construction ~~to the~~contributions ~~nine~~pursuant ~~months ended September 30, 2014. The increase was primarily due~~ to ~~the~~agreed-upon ~~opening~~terms of ~~additional~~certain ~~retail~~lease ~~stores~~agreements ~~and~~during ~~increased sales~~the inyear ~~existing~~ended ~~stores~~December ~~due~~31, ~~to increased consumer awareness~~2015.

~~Our~~Landlord ~~wholesale~~construction ~~revenue~~contributions ~~decreased~~usually take ~~by $524,590, or 70.2%, in~~ the ~~nine~~form ~~months~~of ~~ended~~up-front ~~September~~cash ~~30,~~reimbursements ~~2015,~~for astenant ~~compared to the nine months ended September 30, 2014~~improvements. ~~The~~Depending ~~decrease~~on ~~was primarily due to a decrease in market price for wholesale goods, which is attributed to decreased demand in export markets and~~ the ~~current~~specifics ~~strength~~ of the ~~U.S.~~leased ~~dollar.~~space ~~The~~and ~~wholesale~~the ~~market is driven~~lease byagreement, ~~export~~amounts topaid ~~foreign~~for ~~markets.~~structural ~~Buyers~~components ~~pay~~are byrecorded during the ~~pound~~construction ~~for~~period ~~wholesale~~as ~~product,~~leasehold ~~typically~~improvements onand the landlord ~~expectation~~construction ~~that~~contributions ~~they~~are ~~will~~recorded ~~be able~~as toan ~~sell~~incentive ~~overseas~~from ~~for a profit~~lessor. IfThe ~~such~~incentive ~~markets~~from ~~are~~lessor ~~experiencing~~is aamortized ~~slowdown,~~over itthe ~~has~~life of athe ~~negative~~lease ~~impact~~and onnetted ~~our~~against ~~wholesale business~~rent expense.

~~Gross~~Amortization ~~profit as a percentage~~ of ~~total revenues for~~ the ~~nine~~incentives ~~months~~from ~~ended September 30, 2015~~ lessors was ~~78.1% as compared to 80.9% for the nine months ended September 30, 2014. Cost of Goods Sold Cost of revenue increased by~~ $~~344~~13,~~370,~~206 orfor ~~29.2%, in~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2015, as compared to the nine months ended September 30, 2014~~2016. The increase in cost of revenue was primarily due to the increased volume of product utilized. It was further impacted by periodic needs to rapidly increase regional inventory supply from new vendors at premium costs.

~~Operating~~14. SUBSEQUENT ~~Expenses~~EVENTS

~~During~~Amendment the nine months ended September 30, 2015, we incurred general and administrative expenses of approximately $2,013,659, payroll and related expenses of $3,668,087, rent expense of $2,074,759, professional fees of $511,637 and depreciation expenses of $258,819, compared to ~~general~~ ~~and~~Securities ~~administrative~~Purchase expenses of $2,256,069, payroll and related expenses of $2,366,240, rent expense of $950,479, professional fees of $527,201 and depreciation expense of $175,723 during the nine months ended September 30, 2014. The increase of $2,251,249 in operating expenses incurred during the nine month period ended September 30, 2015, as compared to the nine month period ended September 30, 2014, was mainly related to an increase in payroll of $1,301,847, rent expense of $1,124,280, and depreciation and amortization expense $83,096, offset by a decrease in general and administrative expenses of $242,410 and professional fees of $15,564. The increases were mainly the result of having twelve stores in operation during the nine months ended September 30, 2015 as compared to having seven stores in operation for the nine months ended September 30, 2014, while the decreases were mainly the result of reduced spending due to budget cuts during the nine months ended September 30, 2015.Agreement

~~Interest~~On April 1, 2016, Epic Stores Corp. (“Epic”) entered into an Amendment to Securities Purchase Agreement (the “Amendment to Purchase Agreement”) with Old Main Capital, LLC (“Old Main”), whereby the parties agreed to amend the Securities Purchase Agreement dated as of January 27, 2016 (the “Purchase Agreement”).

~~Interest~~Pursuant ~~expense~~to ~~increased~~the ~~from~~terms ~~$62,940~~of in the ~~nine~~Amendment ~~months ended September 30, 2014~~ to ~~$210,031 in the nine months~~Purchase ~~ended September 30~~Agreement, ~~2015. The increase of $147,091 was due to~~ the ~~issuance~~parties ofagreed ~~additional interest bearing notes payable.~~to:

~~Other~~(a) ~~Income~~increase the subscription from up to $500,000 to up to $750,000 corresponding to an aggregate amount of $815,217 in principal amount of Notes. The purchase will occur in up to four tranches, with the first tranche of $250,000 being closed upon the execution of the Purchase Agreement, the second tranche of $250,000 occurring within three trading days after filing of Epic’s Annual Report on Form 10-K, the third tranche of $125,000 occurring the Friday after three (3) trading days after the filing date and the fourth tranche of $125,000 occurring the Friday after three (3) trading days after the date that the Registration Statement is declared effective by the SEC; and

~~Other~~(b) ~~income~~remove ~~decreased~~the ~~from~~right ~~$127,651~~of infirst refusal clause of the ~~nine~~Purchase ~~months~~Agreement ~~ended~~and ~~September~~add 30a “Variable Rate Transactions” clause whereby until such time as no Purchaser holds any Notes or Underlying Shares, ~~2014~~Epic shall be prohibited from effecting or entering into an agreement to ~~$33,999~~effect inany ~~the~~issuance ~~nine~~by ~~months~~Epic ~~ended September~~or ~~30,~~any ~~2015.~~of ~~The~~its ~~decrease~~subsidiaries of ~~$93,652~~common ~~was~~stock ~~due~~or tocommon ~~the~~stock ~~company~~equivalents ~~selling~~(or ~~fewer~~a ~~fixed~~combination ~~assets~~of ~~during~~units ~~the~~thereof) ~~period~~involving ~~ended~~a ~~September 30,~~Variable ~~2015~~Rate Transaction.

7Amendment to Convertible Promissory Notes

~~Table~~On April 1, 2016, Epic entered into an Amendment to Convertible Promissory Notes dated April 1, 2016 (the “Amendment”) with Old Main, amending each of ~~Contents~~the 8% Senior Convertible Promissory Notes, dated as of January 27, 2016, issued by Epic to Old Main (the “8% Note”) and each of the 10% Senior Secured Convertible Promissory Notes (each, a “10% Note” and together with the 8% Note, a “Note”) issued by Epic to Old Main pursuant to the Purchase Agreement.

~~Liquidity~~There ~~and~~is ~~Financial~~currently ~~Condition~~an existing event of default (the “Default”) based on the failure of Epic to file a registration statement by no later than the 45th calendar day after the initial closing date of January 29, 2016.

~~Working~~Pursuant ~~Capital~~to the Amendment, the parties agreed:

~~The~~(a) ~~following~~to ~~table~~amend ~~provides~~the ~~selected financial~~conversion ~~data~~price ~~about~~of ~~our~~each ~~company~~of asthe 10% Notes to be equal to the lower of ~~September~~(i) 3064% of the lowest VWAP in the five (5) trading days prior to the closing date, ~~2015~~(ii) ~~and~~50% ~~December~~of 31the lowest VWAP of the common stock in the thirty (30) trading days prior to the conversion date, ~~2014:~~or (iii) the conversion price of any other Note;

Balance Sheet Date	September 30, 2015		December 31, 2014		(Decrease) / Increase
	(unaudited)		(audited)
Cash	$	57,977	$	157,692	$	(99,715)
Total current assets	$	239,627	$	404,634	$	(165,007)
Total current liabilities	$	2,193,382	$	1,167,923	$	1,025,459
Working capital (deficiency)	$	(1,953,755)	$	(763,289)	$	(1,190,466)

(b)

to amend the conversion price of each of the 8% Notes to be equal to the lower of (i) 94% of the lowest VWAP during the ten (10) trading days prior to the original issue date, (ii) 50% of the lowest VWAP of the common stock in the thirty (30) trading days prior to the conversion date, or (iii) the conversion price of any other Note; and

~~Our working~~(c) ~~capital~~waive ~~decreased~~the as of September 30, 2015 as compared to December 31, 2014 due to an increase in accounts payable of $734,023, an increase in notes payable – current portion of $422,851, a decrease in cash of $99,715, a decrease in accounts receivable of $20,471, a decrease in inventory of $67,355, and an increase in loans from related parties – current portion of $9,463, offset by a decrease in deferred rents – current portion of $152,516Default.

821

Table of Contents

~~Cash Flows~~Amendment to Registration Rights Agreement

	For the Nine Months Ended September 30,
	2015		2014
Cash flows used in operating activities	$	(2,890,200)	$	(1,634,206)
Cash flows used in investing activities	$	(382,649)	$	(630,669)
Cash flows provided by financing activities	$	3,173,134	$	2,218,097
Net increase (decrease) in cash during period	$	(99,715)	$	(46,778)

On April 1, 2016, Epic entered into an Amendment to Registration Rights Agreement (the “Amendment to Registration Rights Agreement”) with Old Main, whereby the parties agreed to amend the Registration Rights Agreement dated as of January 27, 2016 (the “Registration Rights Agreement”).

~~Cash~~Pursuant ~~Flows~~to ~~from~~the ~~Operating~~terms ~~Activities~~of the Amendment to Registration Rights Agreement, the parties agreed to:

~~For~~(a) ~~the~~add ~~nine~~a ~~months~~new ~~ended~~definition ~~September 30,~~for ~~2015~~“Notes”, ~~our~~which ~~cash~~includes ~~flows~~the ~~used~~addition inof ~~operating~~(i) ~~activities~~that ~~amounted~~certain to8% ~~$2,890,200,~~Senior ~~compared~~Convertible toPromissory ~~cash~~Note ~~used~~ in the ~~nine~~principal ~~months~~amount ~~ended September 30, 2014~~ of $1500,~~634,206.~~000 ~~The~~issued ~~primary~~by ~~reason~~Epic ~~for~~to ~~the~~Old ~~change~~Main ~~relates~~on toJanuary ~~negative~~27, ~~operating~~2016 ~~cash~~and ~~flows,~~(ii) ~~offset~~that ~~mainly~~certain by10% anSenior ~~increase in~~Secured ~~deferred~~Convertible ~~rents~~Promissory ofNote ~~$548,727,~~in ~~depreciation~~the ~~and~~principal ~~amortization~~amount of $~~258~~266,~~819~~000 ~~and~~issued anby ~~increase~~Epic into ~~accounts~~Old ~~payable~~Mail ~~and~~on ~~accrued~~April ~~expenses of $734~~1,~~023.~~ 2016;

~~Cash~~(b) ~~Flows~~add ~~from~~a ~~Investing~~requirement ~~Activities~~that if the Initial Registration Statement is not filed within fifteen (15) calendar days after Epic filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, then (i) the outstanding principal amount of each Note shall be automatically increased by 10%, and (ii) the definition of “Alternate Conversion Price” in each of the Notes shall be automatically amended to read as follows: “’Alternate Conversion Price’ means 40% of the lowest VWAP in the thirty (30) days prior to the Conversion Date”.

~~Our~~Issuance ~~cash~~of ~~used~~New inConvertible investing activities amounted to $382,649 for the nine months ended September 30, 2015, as compared to $630,699 for the nine months ended September 30, 2014. The primary reason for the change relates to decreased spending on tenant improvements during the nine months ended September 30, 2015 as compared to the same period ended September 30, 2014Notes

~~Cash~~On ~~Flows~~April ~~from~~1, ~~Financing~~2016, ~~Activities~~Epic issued Old Main a new 10% Note in the principal amount of $271,739 with the original issue date of April 1, 2016 in exchange for $250,000 pursuant to the Amended Purchase Agreement. The 10% Notes will bear interest at the rate of 10% per annum, which interest amount will be guaranteed for six months and such interest due on the 10% Notes for a period of six months will be deemed earned as of the original issue date of the 10% Notes. All overdue accrued and unpaid interest to be paid under the Notes will entail a late fee at an interest rate equal to the lesser of 24% per annum or the maximum rate permitted by applicable law. At any time upon 10 days written notice to the holder of the 10% Notes, Epic may prepay any portion of the principal amount of the 10% Note and any accrued and unpaid interest by paying the principal amount of the 10% Notes and interest multiplied by 130%. At the earlier of the six months anniversary of the closing date or the SEC Effective Date, Epic must redeem 1/12th of the face amount of the 10% Notes and any accrued but unpaid interest on a bi-weekly basis. Such amortization payment may be made, at the option of Epic, in cash or, subject to certain conditions, in common stock of Epic pursuant to the conversion rate equal to the lower of (i) 64% of the lowest daily volume weighted average price of common stock of Epic (the “VWAP”) in the 5 trading prior to the closing date (the “Fixed Conversion Price”), (ii) 50% of the lowest VWAP of the common stock in the thirty (30) trading days prior to the conversion date, or (iii) the conversion price of any other Note. At any time after the issue date of the Notes, the holder may convert the Notes into shares of common stock of Epic at the holder’s option. The conversion price will be the Fixed Conversion Price. If Epic sells or issues its common stock or certain common stock equivalents at an effective price per share that is lower than the Fixed Conversion Price, the conversion price will be reduced to equal to such lower price.

~~Our~~On ~~cash~~April ~~provided~~15, by2016, ~~financing~~Epic ~~activities~~issued Old Main a new ~~for~~10% Note in the ~~nine~~principal ~~months~~amount ~~ended~~of ~~September~~$135,870 30with the original issue date of April 15, ~~2015~~2016 ~~amounted~~in toexchange for $3125,~~173,134,~~000 ~~consisting~~pursuant ~~primarily~~to the Amended Purchase Agreement. The 10% Notes will bear interest at the rate of $210% per annum,~~353,000~~ ~~from~~which ~~proceeds~~interest ~~received~~amount will be guaranteed ~~from~~for six months and such interest due on the ~~issuance~~10% Notes for a period of ~~common~~six ~~stock~~months ~~and~~will ~~$1,200,000~~be ~~from~~deemed ~~proceeds~~earned ~~received~~as ~~from~~of ~~notes~~the ~~payable~~original ~~borrowing~~issue date of the 10% Notes. ~~Cash~~All ~~provided~~overdue accrued and unpaid interest to be paid under the Notes will entail a late fee at an interest rate equal to the lesser of 24% per annum or the maximum rate permitted by ~~financing~~applicable law. At any time upon 10 days written notice ~~activities~~to inthe holder of the ~~nine~~10% Notes, Epic may prepay any portion of the principal amount of the 10% Note and any accrued and unpaid interest by paying the principal amount of the 10% Notes and interest multiplied by 130%. At the earlier of the six months ~~ended~~anniversary of ~~September~~the 30closing date or the SEC Effective Date, ~~2014~~Epic ~~amounted~~must toredeem $21/12th of the face amount of the 10% Notes and any accrued but unpaid interest on a bi-weekly basis. Such amortization payment may be made,~~218,097,~~ ~~consisting~~at ~~primarily~~the option of $2Epic,~~001~~ in cash or,~~112~~ ~~from~~subject ~~proceeds~~to ~~received~~certain ~~from~~conditions, in common stock of Epic pursuant to the ~~issuance~~conversion rate equal to the lower of (i) 64% of the lowest daily volume weighted average price of common stock of Epic (the “VWAP”) in the 5 trading prior to the closing date (the “Fixed Conversion Price”), ~~$52~~ (ii) 50% of the lowest VWAP of the common stock in the thirty (30) trading days prior to the conversion date,~~000~~ ~~from~~or (iii) the ~~proceeds~~conversion ~~from~~price ~~related~~of ~~party~~any ~~debts~~other ~~and~~Note. ~~$500~~At any time after the issue date of the Notes,~~000~~ ~~from~~the ~~notes~~holder ~~payable~~may convert the ~~borrowing~~Notes into shares of common stock of Epic at the holder’s option. The conversion price will be the Fixed Conversion Price. If Epic sells or issues its common stock or certain common stock equivalents at an effective price per share that is lower than the Fixed Conversion Price, the conversion price will be reduced to equal to such lower price.

~~Going~~Old ~~Concern~~Main is an accredited investor (as that term is defined in Regulation D of the Securities Act of 1933, as amended (the “Securities Act”)), and in issuing the above securities to Old Main, we relied on and intend to rely on the exemption from the registration requirements of the Securities Act provided by Rule 506 of Regulation D promulgated thereunder and/or Section 4(a)(2) of the Securities Act.

Our auditors issued a going concern opinion on our financial statements for the year ended December 31, 2014. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. There is no assurance we will ever reach this point. Our financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.22

~~The~~Table ~~continuation~~ of our business is dependent upon obtaining further financing and achieving more profitable operations. If we issue additional equity securities, the equity interests of our current or future stockholders could be significantly diluted. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.Contents

~~There~~Assignment ~~are no assurances that we will be able to obtain additional financing through private placements,~~ and~~/or~~ ~~bank~~Exchange financing or other loans necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us.Note

9On April 1, 2016, Epic and Epic Stores LLC, a wholly-owned subsidiary of Epic, entered into an Assignment and Exchange Agreement with Old Main, pursuant to which Epic Stores LLC agreed to assign certain Loan Agreement dated as of February 26, 2016 (the “Old Main Loan”) between Epic Stores LLC and Old Main to Epic, Old Main agreed to surrender the Old Main Loan to Epic Stores Corp. and, in exchange, we agreed to issue Old Main a 10% Note (the “Exchange Note”) in the principal amount of $266,000 with the original issue date of April 1, 2016. On April 1, 2016, we issued the Exchange Note to Old Main. We issued the Exchange Note, relying on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act.

~~Table~~ZSL ofAssignment ~~Contents~~agreement

~~Off-Balance~~Effective ~~Sheet~~April ~~Arrangements~~5, 2016, we entered into an Assignment Agreement (the “Assignment Agreement”) with Titan Investments, LLC (“Titan”) and ZSL Trust Dated March 12, 2010 (“ZSL”), whereby ZSL agreed to assume our debt to Titan in the amount of $450,000 (the “Loan”). Titan is an entity jointly controlled by Brian Davidson.

WeAs doconsideration ~~not~~for ~~have~~the ~~any~~assumption ~~off-balance~~of ~~sheet~~the ~~arrangements~~Loan ~~that~~by ~~have~~ZSL, orwe ~~are~~agreed ~~reasonably~~to ~~likely~~issue a convertible note (the “Note”) to ~~have~~ZSL in the principal amount of $450,000. aThe ~~current~~Note will orhave ~~future~~a ~~effect~~maturity ondate ~~our~~of ~~financial~~September ~~condition~~30, ~~changes~~2016 inand ~~financial~~bear interest at the rate of 4% per annum. The principal amount of the Note ~~condition,~~and ~~revenues~~accrued orinterest ~~expenses~~thereon will be convertible, ~~results~~at the option of ~~operations~~ZSL, ~~liquidity,~~into ~~capital~~shares ~~expenditures~~of orour ~~capital~~common ~~resources~~stock ~~that~~at ~~are~~a ~~material to~~conversion ~~investors~~price of $0.90 per share.

~~Item~~Issuance 3.of ~~Quantitative~~Convertible ~~and Qualitative Disclosures About Market Risk.~~Notes

AsOn April 19, 2016, the Company issued a ~~“smaller~~secured promissory ~~reporting~~note ~~company”~~to an investor in the principal amount of $290,000. The note carried an original issue discount of $90,000, therefore we$200,000 ~~are~~was ~~not~~received ~~required~~by tothe ~~provide~~Company, net of the ~~information~~discount. ~~required~~The loan will be repaid in 126 equal payments of $2,300 and is secured by ~~this~~all ~~Item~~assets of the Company. The original issue discount was recorded as a reduction of the principal balance and will be amortized over the life of term of the agreement.

~~Item~~On 4April 21, 2016, the Company issued a secured promissory note to an investor in the principal amount of $260,000. ~~Controls~~The note carried an original issue discount of $60,000, therefore $200,000 was received by the Company, net of the discount. The loan will be repaid in 147 equal payments of $1,769 and ~~Procedures~~is secured by all assets of the Company. The original issue discount was recorded as a reduction of the principal balance and will be amortized over the life of term of the agreement.

~~Evaluation~~On May 12, 2016, the Company issued a secured promissory note to an investor in the principal amount of ~~Disclosure~~$167,400. ~~Controls~~The note carried an original issue discount of $43,400, therefore $124,000 was received by the Company, net of the discount. The loan will be repaid in 110 equal payments of $1,522 and ~~Procedures~~is secured by all assets of the Company. The original issue discount was recorded as a reduction of the principal balance and will be amortized over the life of term of the agreement.

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.23

AsTable of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal accounting officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our principal executive officer and principal accounting officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to the presence of material weaknesses in internal control over financial reporting.Contents

~~A material weakness is a deficiency,~~Item ~~or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company~~2. Management’s ~~annual~~Discussion or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2015, our disclosure controls and ~~procedures~~Analysis ~~were not effective: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application~~ of ~~both~~Financial USCondition ~~GAAP~~ and ~~SEC~~Results ~~guidelines; and (ii) matters related to the transition~~ of ~~management in connection with the closing of the Exchange Agreement on June 24, 2015~~Operations.

~~Remediation Plan to Address the Material~~Forward-Looking ~~Weaknesses in Internal Control over Financial Reporting~~Statements

~~Our~~Except for ~~company~~historical ~~plans~~information, tothis ~~take~~report ~~steps~~contains toforward-looking ~~enhance and~~statements ~~improve~~within the ~~design~~meaning of ~~our~~Section ~~internal~~27A ~~controls~~of ~~over~~the ~~financial~~Securities Act ~~reporting.~~of ~~During~~1933 and Section 21E of the ~~period~~Securities ~~covered~~Exchange byAct ~~this~~of ~~quarterly~~1934. ~~report~~Such onforward-looking statements involve risks and ~~Form~~uncertainties, ~~10-Q~~including, weamong ~~have~~other ~~not~~things, ~~been~~statements ~~able~~regarding toour ~~remediate~~business ~~the~~strategy, ~~material~~future ~~weaknesses~~revenues ~~identified~~and ~~above~~anticipated costs and expenses. ToSuch ~~remediate~~forward-looking ~~such~~statements ~~weaknesses~~include, weamong ~~plan~~others, ~~to implement~~those statements including the ~~following~~words ~~changes~~“expects,” “anticipates,” ~~during~~“intends,” ~~our~~“believes” ~~fiscal~~and ~~year~~similar ~~ending~~language. ~~December~~Our ~~31,~~actual ~~2015:~~results ~~(i)~~may ~~adopt~~differ ~~sufficient~~significantly from ~~written~~those ~~policies~~projected ~~and~~in ~~procedures for~~the ~~accounting~~forward-looking ~~and~~statements. ~~financial~~Factors ~~reporting~~that might cause or contribute to such differences include, ~~and~~but are ~~(ii)~~not ~~provide~~limited ~~our~~to, ~~new~~those ~~management~~discussed ~~with~~herein ~~additional~~as ~~guidance~~well ~~regarding~~as in the ~~financial~~“Description ~~monitoring~~of Business – Risk Factors” section ~~and~~in ~~reporting~~our ~~responsibilities~~current ~~associated~~report on Form 8-K as filed with ~~being~~the aSEC ~~reporting~~on ~~company~~June 30, 2015. ~~The~~You ~~remediation~~should ~~efforts~~carefully ~~set~~review ~~out~~the ~~are~~risks ~~largely~~described ~~dependent~~in such ~~upon~~current ~~our~~report ~~securing~~and ~~additional~~in ~~financing~~other documents we file from time to ~~cover~~time with the ~~costs~~SEC. ofYou ~~implementing~~are cautioned not to place undue reliance on the ~~changes~~forward-looking ~~required~~statements, which speak only as of the date of this report. We Ifundertake weno ~~are~~obligation ~~unsuccessful~~to inpublicly ~~securing~~release ~~such~~any ~~funds,~~revisions ~~remediation~~to ~~efforts~~the ~~may~~forward-looking bestatements ~~adversely~~or ~~affected~~reflect inevents aor ~~material~~circumstances ~~manner~~after the date of this document.

~~Changes~~Although we believe that the expectations reflected in ~~Internal~~these ~~Control~~forward-looking ~~over~~statements are based on reasonable assumptions, there are ~~Financial~~a ~~Reporting~~number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

~~There~~All references ~~have been no changes~~ in ~~our~~this ~~internal controls~~Form ~~over~~10-Q ~~financial~~to ~~reporting~~“Epic,” ~~that occurred during the quarter ended September 30~~“we,” ~~2015~~“us,” ~~that have materially~~ or “our” are ~~reasonably likely~~ to ~~materially~~Epic ~~affect,~~Stores ~~our~~Corp. ~~internal~~and ~~controls~~our ~~over financial reporting~~subsidiaries.

10Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States generally accepted accounting principles.

~~Table of Contents~~Current Business

~~PART~~As further, IIdescribed –below, ~~OTHER~~we ~~INFORMATION~~are a second hand goods retailer that operates retail stores in the United States.

~~Item~~We were incorporated in the State of Nevada on April 30, 2012 under the name “SBOR, Inc”. Effective December 20, 2013, we completed a merger with our wholly-owned subsidiary, Be At TV, Inc., a Nevada corporation, which was incorporated solely to effect a change in our name. As a result, we changed our name from “SBOR, Inc.” to “Be At TV, Inc.”. Also effective December 20, 2013, we effected a 16.5 to 1 forward stock split of our authorized and issued and outstanding common stock. ~~Legal~~As ~~Proceedings~~a result, our authorized capital of common stock increased from 100,000,000 shares of common stock with a par value of $0.0001 per share to 1,650,000,000 shares of common stock with a par value of $0.0001 per share, and our previously outstanding 3,700,000 shares of common stock increased to 61,050,000 shares of common stock outstanding. Our authorized preferred stock was not affected by the forward split of common stock and continues to be comprised of 10,000,000 shares of preferred stock having a par value of $0.0001 per share, of which no shares of preferred stock are currently outstanding.

WeOn June ~~know~~24, 2015, we completed the acquisition of noEpic ~~material~~Stores Corp., ~~existing~~a orprivate Nevada corporation (“Epic Corp.”), ~~pending~~pursuant ~~legal~~to ~~proceedings~~the ~~against~~terms ~~our~~of ~~company,~~a ~~nor~~share ~~are~~exchange weagreement ~~involved~~dated asJune a24, ~~plaintiff~~2015 in(the ~~any~~“Exchange ~~material~~Agreement”) ~~proceeding~~among orour company, ~~pending~~Epic ~~litigation~~Corp., as atand the ~~date~~shareholders of ~~this~~Epic ~~quarterly~~Corp. ~~report~~As a result of our acquisition of Epic Corp., ~~There~~we ~~are~~ceased noto ~~proceedings~~be a “shell company” as defined in ~~which~~Rule ~~any~~12b-2 of ~~our~~the ~~directors,~~Securities ~~officers~~Exchange orAct ~~affiliates~~of 1934, oras ~~any registered~~amended. ~~beneficial~~For ~~holder~~additional ofinformation with respect to our ~~common~~acquisition ~~stock~~of Epic Corp, issee anour ~~adverse~~current ~~party~~report oron ~~has~~Form a8-K, ~~material~~as ~~interest~~filed ~~adverse~~with tothe ~~our~~SEC ~~interest.~~on June 30, 2015.

~~Item 1A. Risk Factors.~~24

~~In addition~~Table ~~to the other information set forth in this quarterly report, you should carefully consider the following factors, which could materially affect our business, financial condition or results~~ of operations in future periods. The risks described below are not the only risks facing our company. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.Contents

~~Risks~~Effective ~~Related~~August 18, 2015, we completed a merger with our wholly-owned subsidiary, Epic Stores Corp., a Nevada corporation, which was incorporated solely to effect a change in our name. As a result, we changed our name from “Be At TV, Inc.” to “Epic Stores Corp.”. Also effective August 18, 2015, we effected a reverse stock split of our authorized and issued and outstanding common stock, on the basis of one new share of common stock for each 2.4 old shares of common stock. As a result, our authorized capital of common stock decreased from 1,650,000,000 shares of common stock with a par value of $0.0001 per share to 687,500,000 shares of common stock with a par value of $0.0001 per share, and our previously outstanding 82,519,461 shares of common stock decreased to 34,383,109 shares of common stock outstanding. Our ~~Business~~authorized preferred stock was not affected by the reverse split of common stock and continues to be comprised of 10,000,000 shares of preferred stock having a par value of $0.0001 per share, of which no shares of preferred stock are currently outstanding.

~~Our~~As ~~future~~a ~~success~~result ~~depends~~of the closing of the Exchange Agreement, the business of Epic Corp., being that of a second hand goods retailer that operates second hand retail stores in ~~part~~the United States, ~~upon~~became our ~~ability~~business. toWe ~~anticipate~~offer high quality, on-trend second hand clothing, accessories and ~~respond~~household toproducts ~~changing~~at ~~consumer~~affordable ~~preferences~~prices. We are based in Phoenix, ~~trends~~Arizona. ~~and~~We ~~competitive~~commenced operations in 2010. In ~~environment~~2011, we opened our first retail store in Phoenix, Arizona. Since 2011, we have opened stores in Arizona, Nevada, Colorado, and Texas. All of our retail stores sell our products directly to consumers. We also operate a ~~timely~~leading ~~manner~~wholesale business that supplies used shoes, books and clothing to distributors.

~~Our~~Incorporation future success depends, in part, upon our ability to identify and respond to shopping trends in a timely manner. The second hand retail apparel business fluctuates according to changes in the economy and customer preferences, dictated by economic factors and seasons. These fluctuations especially affect the inventory possessed by secondary retailers because merchandise typically is collected in advance of the selling season and is provided based on consumers percentage of discarded merchandise. While we endeavor to test many merchandise items from our suppliers before ordering large quantities, we are still susceptible to poor or low quality merchandise and fluctuations in customer demands. In addition, the cyclical nature of the retail business requires that we carry a significant amount of inventory, especially during our peak selling seasons. As a result, we are vulnerable to changes in consumer demand, pricing shifts and the timing and selection of merchandise purchases. The failure to enter into agreements for the purchase of merchandise in a timely manner could, among other things, lead to a shortage of inventory and lower sales.Subsidiaries

~~Our~~Epic ~~independent~~Stores, ~~registered~~L.L.C. ~~public~~(“Epic ~~accounting~~1”) ~~firm~~was ~~has~~incorporated ~~expressed~~on ~~substantial~~December ~~doubt~~2, ~~about~~2010 ~~our~~as ~~ability~~an Arizona limited liability company. Epic 1 opened its first store in Phoenix, Arizona in 2011. It then formed a company, Epic Stores 2 LLC (“Epic 2”), a Nevada limited liability company, on September 20, 2011 to ~~continue~~open asits second retail location in Las Vegas, Nevada. On February 16, 2012, a ~~going~~second ~~concern~~company, Epic Stores III LLC (“Epic 3”), a Nevada limited liability company, was formed to open the third retail location in Las Vegas, Nevada. After opening the third store, Epic 1 determined that its growth plans would be more efficiently reached if all the stores were operated under the same limited liability company. As a result, Epic 1 opened three locations in 2013 and five additional locations in 2014. Effective January 1, 2015, the sole member of each of Epic 2 and Epic 3 assigned all of its membership interest in Epic 2 and Epic to Epic 1 pursuant to the terms of an assignment and assumption of membership interests agreement.

~~Our~~On February ~~financial~~11, ~~statements~~2015, ~~are~~Epic ~~prepared~~Stores ~~using~~LLC ~~generally~~(“Epic ~~accepted~~LLC”), ~~accounting~~a ~~principles~~Nevada inlimited ~~the~~liability ~~United~~company, ~~States~~was offormed. ~~America~~On February ~~applicable~~11, to2015, aEpic ~~going~~1 ~~concern,~~merged ~~which~~with ~~contemplates~~and ~~the~~into ~~realization~~Epic ofLLC, ~~assets~~with ~~and~~Epic ~~liquidation~~LLC ofas ~~liabilities~~the insurviving corporation, for the ~~normal~~purposes ~~course~~of changing its jurisdiction of ~~business~~formation from Arizona to Nevada. WeOn ~~have~~May ~~not~~4, ~~yet~~2015, ~~established~~Epic anCorp. ~~ongoing~~was ~~source~~incorporated under the laws of ~~revenues~~the ~~sufficient~~State of Nevada. Pursuant to ~~cover~~a ~~our~~contribution ~~operating~~agreement ~~costs~~dated ~~and~~May to12, ~~allow~~2015, Epic LLC contributed all of its assets, including all of the membership interests usin toEpic ~~continue~~2 asand aEpic ~~going~~3, ~~concern~~to Epic Corp. ~~Our~~On ~~ability~~May to21, ~~continue~~2015, asEpic aLLC ~~going~~and ~~concern~~its ismembers ~~dependent~~executed ona ~~our~~conversion ~~company~~and ~~obtaining~~liquidation ~~adequate~~agreement ~~capital~~converting toall ~~fund~~units ~~operating~~of ~~losses~~Epic ~~until~~LLC weinto ~~become~~Class ~~profitable.~~A IfUnits weof ~~are~~Epic ~~unable~~LLC, towhich ~~obtain~~in ~~adequate~~turn ~~capital,~~were weconverted ~~could~~into bean ~~forced~~aggregate of 10,034,789 toshares of ~~significantly~~common ~~curtail~~stock orof ~~cease~~Epic ~~operations~~Corp., Inwhich ~~its~~were ~~report~~all onexchanged ~~our~~for ~~financial~~shares ~~statements~~of ~~for~~our ~~the~~common ~~year~~stock ~~ended~~in ~~December~~connection ~~31,~~with ~~2014,~~the ~~our~~closing ~~independent~~of ~~registered~~the ~~public~~Exchange ~~accounting~~Agreement. ~~firm~~Upon ~~included~~execution anof ~~explanatory~~the ~~paragraph~~conversion ~~regarding~~and ~~substantial~~liquidation ~~doubt~~agreement, ~~about~~the ~~our~~members of Epic LLC authorized ~~ability~~its manager to ~~continue~~take action as aneeded ~~going~~to ~~concern~~dissolve Epic LLC. ~~Our~~As ~~financial~~at ~~statements~~the dodate ~~not~~hereof, ~~include~~Epic ~~any~~LLC ~~adjustments~~has ~~that~~not ~~might~~yet ~~result~~been ~~from~~dissolved ~~the~~and continues ~~outcome~~to ofbe ~~this~~a ~~uncertainty~~wholly-owned subsidiary of Epic.

~~The~~Results ~~success~~ of ~~our operations depends upon the effect of economic pressures and other business factors.~~Operations

~~The~~Our ~~success~~financial ofstatements ~~our~~have ~~operations~~been ~~depends~~prepared toassuming athat ~~significant~~we ~~extent~~will ~~upon~~continue as a ~~number~~going ofconcern ~~factors~~and, ~~relating~~accordingly, todo ~~discretionary~~not ~~consumer spending,~~include ~~including~~adjustments ~~economic~~relating ~~conditions~~to ~~affecting~~the ~~disposable~~recoverability ~~consumer~~and ~~income,~~realization ~~such~~of asassets ~~payroll~~and ~~taxes,~~classification ~~employment,~~of ~~consumer~~liabilities ~~debt,~~that ~~interest~~might be ~~rates,~~necessary ~~increases~~should inwe ~~energy~~be ~~costs~~unable ~~and~~to ~~consumer~~continue ~~confidence~~operating. ~~There~~We ~~can~~expect bewe nowill ~~assurance~~require ~~that~~additional ~~consumer~~capital ~~spending~~to ~~will~~meet ~~not~~our belong ~~further~~term ~~negatively~~operating berequirements. ~~affected~~We byexpect ~~general,~~to ~~local~~raise oradditional ~~international~~capital ~~economic conditions~~through, ~~thereby~~among ~~adversely~~other ~~impacting~~things, ~~our~~the ~~business~~sale ~~and results~~ of ~~operations~~equity or debt securities.

~~Our business is subject to seasonality.~~25

~~Historically, our~~Table ~~operations have been seasonal, with a large portion~~ of total net revenue and operating income occurring in the first and fourth fiscal quarters, reflecting increased demand during tax rebates and year-end holiday selling seasons, respectively. As a result of this seasonality, any factors negatively affecting us during the first and fourth fiscal quarters of any year, including adverse weather or unfavorable economic conditions, could have a material adverse effect on our financial condition and results of operations for the entire year. Our quarterly results of operations also may fluctuate based upon such factors as the timing of certain holiday seasons, the number and timing of new store openings, the acceptability of seasonal merchandise offerings, competitive factors, weather and general economic conditions.Contents

11Results of Operations for the Three Months Ended March 31, 2016 and 2015

~~Table~~The following table provides our results of ~~Contents~~operations for the three months ended March 31, 2016 and 2015:

Our overall profitability depends on our ability to react to raw material cost, labor and energy cost increases.

	Three Months Ended March 31
	2016			2015
Retail revenue	$	1,188,504		$	1,841,296
Wholesale revenue	$	1,245		$	138,993
Cost of revenue	$	(127,058	)	$	(517,930	)
Gross profit	$	1,062,691		$	1,462,359
Operating expenses	$	2,242,305		$	2,681,857
Loss from operations	$	(1,179,614	)	$	(1,219,498	)
Interest expenses	$	(275,453	)	$	(30,802	)
Commitment fees	$	(500,000	)	$	—
Other income	$	2,771		$	1,400
Net loss	$	(1,952,296	)	$	(1,248,900	)

Increases in our costs, such as raw materials, labor and energy, may reduce our overall profitability. Specifically, fluctuations in the cost associated with the collection of merchandise we purchase from our suppliers impacts our cost of sales. Additionally, increases in other costs, including labor and energy, could further reduce our profitability if not mitigated.Revenues

Our ~~ability~~retail torevenue ~~drive~~decreased ~~improved~~by ~~performance~~$652,792 ~~will~~in ~~depend~~the inthree ~~part~~months onended ~~our~~March ~~ability~~31, to2016, ~~rebalance~~as ~~our~~compared ~~store~~to ~~fleet~~the ~~and~~three ~~drive~~months ~~improved~~ended ~~performance~~March 31, ~~through~~2015, ~~new~~from ~~store~~$1,841,296 ~~openings~~to $1,188,504. ~~selective~~The ~~closings~~decrease ~~and~~was ~~existing~~primarily ~~store~~due ~~remodels~~to ~~and~~decreased ~~expansions~~inventory due to budgetary restrictions.

Our ~~ability~~wholesale torevenue ~~drive~~decreased ~~improved~~by ~~performance~~$137,748 ~~will depend~~ in ~~part~~the onthree ~~our~~months ~~ability~~ended toMarch ~~expand~~31, ~~stores~~2016, onas acompared ~~timely~~to ~~and~~the ~~profitable~~three ~~basis.~~months ~~Accomplishing~~ended March ~~our~~31, ~~expansion~~2015, ~~goals~~from ~~will~~$138,993 ~~depend~~in ~~upon~~2015 ato ~~number~~$1,245 ofin ~~factors,~~2016. ~~including~~The ~~the~~decrease ~~ability~~was primarily due to ~~obtain~~a ~~suitable~~decrease ~~sites~~in ~~for~~market ~~new~~price ~~and~~for ~~expanded~~wholesale ~~stores~~goods, atwhich ~~acceptable~~is ~~costs,~~attributed ~~the~~to ~~hiring~~decreased ~~and~~demand ~~training~~in ofexport ~~qualified~~markets ~~personnel,~~and ~~particularly~~the atcurrent strength of the ~~store~~U.S. ~~management~~dollar. ~~level,~~The ~~the~~wholesale ~~integration~~market ofis ~~new~~driven ~~stores~~by ~~into~~export ~~existing~~to ~~operations,~~foreign ~~and~~markets. ~~the~~Buyers ~~expansion~~pay ofby ~~our~~the ~~buying~~pound ~~and~~for ~~inventory~~wholesale ~~capabilities.~~product, ~~There~~typically ~~can~~on bethe noexpectation ~~assurance~~ that we they will be able to ~~achieve~~sell ~~our~~overseas ~~store~~for ~~expansion~~a ~~and~~profit. ~~rebalancing~~If ~~goals,~~such ~~manage~~markets ~~our~~are ~~growth~~experiencing ~~effectively~~a slowdown, ~~successfully~~it ~~integrate the~~has ~~planned~~a ~~new~~negative ~~stores~~impact ~~into~~on our ~~operations or operate our new stores profitably~~wholesale business.

~~The~~Gross ~~failure to achieve planned store financial performance could adversely affect our results of operations and financial condition.~~Profit

~~The~~Gross ~~results~~profit ~~achieved~~as bya ~~our~~percentage ~~stores~~of ~~may~~total ~~not~~revenues befor ~~indicative~~the ofthree ~~long-term~~months ~~performance~~ended orMarch ~~the~~31, ~~potential~~2016 ~~performance~~was of89% ~~stores~~as incompared ~~other~~to ~~locations~~73. ~~The~~8% ~~failure~~for ofthe ~~stores~~three months toended ~~achieve~~March ~~acceptable~~31, ~~results~~2015. ~~could~~The ~~result~~increase in ~~additional~~gross ~~store~~profit ~~asset~~was ~~impairment~~due ~~charges,~~to ~~which~~the ~~could~~Company ~~adversely affect~~obtaining ~~our~~inventories ~~results~~from oflower ~~operations~~cost ~~and financial condition~~providers.

~~The~~Cost ~~financial failure~~ of aGoods ~~key supplier could disrupt our operations.~~Sold

~~Our~~Cost ~~merchandise~~of isrevenue ~~collected~~decreased by ~~suppliers~~$390,872 ~~nationwide.~~in ~~Although~~the wethree ~~purchase~~months ~~approximately~~ended ~~one~~March ~~third~~31, ~~of our merchandise through a single agent~~2016, weas docompared ~~not maintain any exclusive commitments~~ to ~~purchase from any one supplier. Because we have a nationwide supply chain, any event causing~~ the ~~disruption~~three ofmonths ~~product,~~ended ~~including~~March ~~the insolvency of a significant supplier or a major labor slow-down~~31, ~~strike~~2015, orfrom ~~dispute~~$517,930 ~~including~~in ~~any~~2015 ~~actions~~to ~~involving trucking~~$127,058 ~~transloaders,~~in ~~consolidators or shippers, could have an adverse effect on our operations~~2016. ~~Given~~The ~~the~~decrease ~~volatility and risk~~ in ~~the~~cost ~~current~~of ~~markets,~~revenue ~~our~~was ~~reliance~~primarily ondue ~~external suppliers leaves us subject~~ to ~~certain risks should one or more of these external suppliers become insolvent. Although we monitor~~ the ~~financial~~Company ~~stability of our key suppliers~~obtaining ~~and~~inventories ~~plan~~from ~~for~~lower ~~contingencies,~~cost ~~the financial failure of a key supplier could disrupt our operations and have an adverse effect on our cash flows, results of operations and financial condition~~providers.

~~Information technology system disruptions and inaccurate system information could have a material adverse effect on our results of operations.~~26

~~We regularly~~Table evaluate our information technology systems and are currently implementing modifications and/or upgrades to the information technology systems that support our business. Modifications include replacing legacy systems with successor systems, making changes to legacy systems or acquiring new systems with new functionality. We are aware of inherent risks associated with operating, replacing and modifying these systems, including inaccurate system information and system disruptions. There is a risk that information technology system disruptions and inaccurate system information, if not anticipated and/or promptly and appropriately mitigated, could have a material adverse effect on our results of operations.Contents

12Operating Expenses

~~Table~~During the three months ended March 31, 2016, we incurred general and administrative expenses of ~~Contents~~approximately $327,746, payroll and related expenses of $883,907, rent expense of $628,902, professional fees of $332,375 and depreciation and amortization expenses of $69,375, compared to general and administrative expenses of $626,847, payroll and related expenses of $1,208,009, rent expense of $652,100, professional fees of $137,610 and depreciation and amortization expense of $57,291 during the three months ended March 31, 2015. The decrease of $439,552 in operating expenses incurred during the three month period ended March 31, 2016, as compared to the three month period ended March 31, 2015, was mainly related to a decrease in general and administrative expenses of $299,101, payroll and related expenses of $324,102 and rent expense of $23,198, offset by an increase in professional fees of $194,765 and depreciation and amortization expense of $12,084. The decreases were mainly the result of reduced spending due to budgetary constraints, while the increases were primarily related to the professional fees incurred to prepare our public filings.

IfInterest ~~we fail to safeguard against security breaches with respect to our information technology systems, we could be exposed to a risk of loss or misuse of this information and potential liability.~~

~~Our~~Interest ~~business~~expense employs systems and websites that allow for the storage and transmission of proprietary or confidential information regarding our business, customers and employees, including credit card information. Security breaches could expose us to a risk of loss or misuse of this information and potential liability. We may not be able to anticipate or prevent rapidly evolving types of cyber-attacks. Actual or anticipated attacks may cause us to incur increased ~~costs,~~from ~~including costs to deploy additional personnel and protection technologies~~($30,802) ~~train~~in ~~employees~~the ~~and~~three ~~engage~~months ~~third~~ended ~~party~~March ~~experts and consultants. Advances in computer capabilities~~31, ~~new~~2015 ~~technological discoveries or other developments may result in the technology used by us~~ to ~~protect transaction or other data being breached or compromised. Data and security breaches can also occur as a result of non-technical issues~~($275,453) ~~including intentional or inadvertent breach by employees or persons with whom we have commercial relationships that result~~ in the ~~unauthorized~~three ~~release~~months ofended ~~personal~~March ~~or confidential information. Any compromise or breach could result in a violation of applicable privacy and other laws~~31, ~~significant~~2016. ~~financial~~The ~~exposure~~increase ~~and a loss~~ of ~~confidence in our security measures~~$244,651 ~~which~~was ~~could~~due ~~have~~to anincreased ~~adverse~~debt ~~effect~~financing ~~on our results of operations~~ and ~~our~~related ~~reputation~~interest.

WeCommitment ~~rely on key personnel.~~Fees

~~Our~~Commitment ~~success~~fees ~~depends~~increased tofrom a$nil ~~significant~~in ~~extent~~the ~~upon~~three ~~our~~months ~~ability~~ended toMarch ~~attract~~31, ~~and~~2015 ~~retain~~to ~~qualified key personnel~~($500,000) ~~including senior management. Collective or individual changes~~ in ~~our~~the ~~senior~~three ~~management~~months ~~and~~ended ~~other~~March ~~key personnel could have an adverse effect on our ability to determine and execute our strategies~~31, ~~which could adversely affect our business and results of operations~~2016. ~~There is a high level~~The increase of ~~competition for senior management and other key personnel~~$500,000 ~~and~~was wedue ~~cannot~~to becommitment ~~assured~~fees wecharged ~~will~~by beOld ~~able to attract~~Main, ~~retain~~LLC ~~and~~on ~~develop a~~the ~~sufficient~~January ~~number~~27, of2016 ~~qualified~~financing ~~senior managers and other key personnel~~agreement.

~~Risks~~Other ~~Related to Ownership of Our Common Stock~~Income

~~Penny~~Other ~~stock~~income ~~rules~~increased ~~will~~from ~~limit~~$1,400 in the ~~ability~~three months ended March 31, 2015 to $2,771 in the three months ended March 31, 2016. The increase of ~~our~~$1,371 ~~stockholders~~was due to ~~sell~~an ~~their~~increase ~~stock~~in consulting income.

~~The Securities and Exchange Commission~~Liquidity has adopted regulations which generally define a “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and ~~“accredited~~Financial investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.Condition

13Working Capital

~~Table~~The following table provides selected financial data about our company as of ~~Contents~~March 31, 2016 and December 31, 2015:

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements that may also limit a stockholder’s ability to buy and sell our stock.

Balance Sheet Date	March 31, 2016 (unaudited)			December 31, 2015 (audited)			(Decrease) / Increase
Cash	$	—		$	—		$	—
Total current assets	$	203,578		$	110,242		$	93,336
Total current liabilities	$	4,341,410		$	2,966,060		$	1,375,350
Working capital (deficiency)	$	(4,137,832	)	$	(2,855,818	)	$	(1,282,014	)

~~In addition to the “penny stock”~~Our ~~rules~~working ~~described~~capital ~~above,~~decreased ~~FINRA~~as ~~has~~of ~~adopted~~March ~~rules that require that~~31, in2016 ~~recommending~~as ancompared ~~investment~~ to aDecember ~~customer~~31, a2015 ~~broker-dealer must~~due ~~have~~to ~~reasonable~~an ~~grounds~~increase ~~for~~in ~~believing~~accounts ~~that~~payable ~~the~~of ~~investment~~$374,446, an isincrease ~~suitable~~in ~~for~~accounts ~~that~~payable ~~customer. Prior~~ to ~~recommending~~related ~~speculative low~~parties ~~priced~~of ~~securities to their non-institutional customers~~$22,877, ~~broker-dealers~~an ~~must~~increase ~~make~~in ~~reasonable~~bank ~~efforts~~overdraw toof ~~obtain information about the customer’s financial status~~$34, ~~tax status~~770, ~~investment~~an ~~objectives~~increase ~~and~~in ~~other~~deferred rents ~~information.~~– ~~Under~~current ~~interpretations~~portion of ~~these rules~~$4,592, ~~FINRA~~an ~~believes~~increase ~~that~~in ~~there~~equipment isloan a– ~~high~~current ~~probability~~portion ~~that~~of ~~speculative~~$8,441, ~~low~~an ~~priced~~increase ~~securities~~in ~~will not be suitable for at least~~convertible ~~some~~notes ~~customers.~~of ~~FINRA~~$611,423 ~~requirements~~and ~~make~~an itincrease ~~more~~in ~~difficult~~loans ~~for~~from ~~broker-dealers~~related toparties ~~recommend~~of ~~that their customers buy our common stock~~$358, ~~which~~475, ~~may~~offset ~~limit~~by ~~your~~a ~~ability~~decrease toin ~~buy~~notes ~~and~~payable ~~sell~~– ~~our~~current portion ~~stock~~of ~~and have an adverse effect on the market for our shares~~$39,679.

~~Our board of directors is authorized to issue additional shares of our common stock that would dilute existing stockholders.~~ 27

WeTable ~~are currently authorized to issue up to 687,500,000 shares~~ of common stock and 10,000,000 shares of preferred stock, of which 34,383,109 shares of common stock and no shares of preferred stock are currently issued and outstanding. We expect to seek additional financing in order to provide working capital to our business. Our board of directors has the power to issue any or all of such authorized but unissued shares at any price they consider sufficient, without stockholder approval. The issuance of additional shares of common stock in the future will reduce the proportionate ownership and voting power of current stockholders.Contents

~~Our~~Cash ~~common stock is illiquid and stockholders may be unable to sell their shares.~~Flows

There is currently no market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our stockholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common stock to fluctuate substantially.

	For the Three Months Ended March 31,
	2016			2015

Cash flows used in operating activities	$	(1,178,756	)	$	(769,570	)
Cash flows used in investing activities	$	—		$	(274,380	)
Cash flows provided by financing activities	$	1,178,756		$	1,012,121
Net increase (decrease) in cash during period	$	—		$	(31,829	)

~~There~~Cash isFlows ~~not~~from ~~now,~~Operating ~~and there may never be, an active, liquid and orderly trading market for our common stock, which may make it difficult for you to sell your shares of our common stock.~~Activities

~~There~~For the isthree ~~not~~months ~~now,~~ended ~~nor~~March ~~has there been since our inception~~31, ~~any trading activity in our common stock or a market for shares of our common stock~~2016, ~~and an active trading market for~~ our ~~shares~~cash ~~may~~flows ~~never~~used ~~develop or be sustained. As a result, investors~~ in ~~our~~operating ~~common~~activities ~~stock~~amounted ~~must~~to ~~bear the economic risk of holding those shares for an indefinite period of time. Although our common stock is quoted on the OTC Pink Marketplace operated by OTC Markets Inc.~~$1, ~~an over-the-counter quotation system~~178, ~~trading of our common stock is extremely limited and sporadic and at very low volumes. We do not now~~756, ~~and~~compared ~~may~~to ~~not~~cash used in the ~~future,~~three ~~meet~~months ~~the~~ended ~~initial~~March ~~listing~~31, ~~standards~~2015 of ~~any national securities exchange~~$769, ~~and~~570. weThe ~~presently~~primary ~~anticipate~~reason ~~that our common stock will continue to be quoted on the OTC Pink Marketplace or another over-the-counter quotation system~~ for the ~~foreseeable~~change ~~future.~~relates ~~As a result, our stockholders may find it difficult~~ to ~~obtain~~increase ~~accurate~~in ~~quotations as~~net toloss ~~the market value of their shares of our common stock, and may find few buyers to purchase their stock and few market makers~~offset tomainly ~~support~~by ~~its~~depreciation ~~price. As a result of these~~ and ~~other factors~~amortization, ~~you may be unable to resell your shares of our common~~ stock atbased ~~or above the price for which you purchased them~~compensation, ora atdecrease ~~all. Further, an inactive market may also impair our ability to raise capital by selling additional equity~~ in ~~the~~deferred ~~future,~~rents and ~~may~~an ~~impair~~increase ~~our~~in ~~ability~~accounts ~~to enter into strategic partnerships or acquire companies or products by using shares of our common stock as consideration~~payable.

14Cash Flows from Investing Activities

~~Table~~Our cash ofused ~~Contents~~in investing activities amounted to $nil for the three months ended March 31, 2016, as compared to $274,380 for the three months ended March 31, 2015. The primary reason for the change relates to a decrease in investments in tenant improvements and fixtures for stores.

ACash ~~decline~~Flows infrom ~~the~~Financing ~~price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.~~Activities

~~A prolonged decline in the price of~~Our ~~our~~cash ~~common~~provided ~~stock~~by ~~could~~financing ~~result~~activities infor ~~a reduction in~~ the ~~liquidity~~three ofmonths ~~our~~ended ~~common~~March ~~stock~~31, ~~and~~2016 aamounted ~~reduction in our ability~~ to ~~raise~~$1,178,756, ~~capital. Because~~consisting weprimarily ~~may attempt to acquire a significant portion~~ of ~~the funds we need in order to conduct our planned operations through~~ ~~the sale of equity securities~~$250,000 afrom ~~decline~~proceeds inreceived from the ~~price~~issuance of ~~our~~ common stock, ~~could~~$740,000 befrom ~~detrimental~~proceeds toreceived ~~our~~from ~~liquidity~~convertible ~~and~~notes ~~our operations~~payable ~~because~~borrowing, ~~the~~$205,000 ~~decline~~from ~~may~~proceeds ~~cause~~received ~~investors~~from ~~not~~notes topayable ~~choose~~borrowing toand ~~invest in our stock lf we are unable to raise the funds we require for all our planned operations~~$358,475 wereceived ~~may~~from beproceeds ~~forced to reallocate funds~~ from ~~other~~related ~~planned~~party debts. ~~uses~~Cash ~~and~~provided ~~may~~by ~~suffer~~financing aactivities ~~significant~~in ~~negative effect~~the onthree ~~our~~months ~~business~~ended ~~plan~~March ~~and operations~~31, ~~including~~2015 ~~our~~amounted ~~ability~~ to ~~develop new products and continue our current operations. As a result~~$1, ~~our business may suffer~~012,121, ~~and~~consisting ~~not be successful and we may go out~~ primarily of ~~business.~~$400,000 Wefrom ~~also~~proceeds ~~might~~received ~~not~~from ~~be able to meet our financial obligations if we cannot raise enough funds through~~ the ~~sale~~issuance of ~~our~~ common stock and we$850,000 ~~may~~from benotes ~~forced~~payable ~~to go out of business~~borrowing.

~~Because we became public by means~~Cash ~~of a reverse takeover transaction, we may not be able to attract the attention of major brokerage firms.~~Requirements

~~Additional risks may exist since we became public through a “reverse takeover” with a shell company.~~We ~~Security~~believe ~~analysts~~that ofcash ~~major~~flow ~~brokerage~~from ~~firms~~operations ~~and~~will ~~securities institutions may~~ not ~~cover~~meet usour ~~since~~present ~~there~~and ~~are no broker~~near-~~dealers who~~term ~~sold~~cash ~~our~~needs ~~stock~~and inthus awe ~~public~~will ~~offering~~require ~~who~~additional cash ~~would~~resources, ~~have an incentive~~ to ~~follow~~be orderived ~~recommend~~through the ~~purchase~~sale of ~~our~~equity ~~common~~or ~~stock. No~~debt ~~assurance~~securities, ~~can~~or beotherwise, ~~given~~to ~~that~~meet ~~established~~our ~~brokerage~~planned ~~firms~~capital ~~will~~expenditures and ~~want~~working tocapital ~~conduct~~requirements ~~any financings~~ for usthe innext ~~the~~12 ~~future~~months.

~~The~~We ~~market~~estimate ~~price~~that of our ~~common~~capital ~~stock~~needs ~~may~~over the next 12 months will be ~~volatile~~$3,000,000 to $4,500,000. We will require additional cash resources to invest in fixtures, equipment and leasehold improvements for our planned expansion, and to provide working capital to newly opened stores for personnel and marketing costs until the stores reach market saturation and cashflow positively. Our current cash is being used to fund day to day expenses at our retail stores.

~~The market price of our common stock~~We ~~may~~currently berequire ~~highly~~additional ~~volatile.~~capital ~~Some~~to offund ~~the~~our ~~factors~~ongoing ~~that~~operations ~~may~~and ~~materially~~planned ~~affect~~expansion. ~~the~~If ~~market price of~~ our ~~common~~own ~~stock are beyond our control, such as changes in~~ financial ~~estimates~~resources ~~by industry~~ and ~~securities analysts, conditions or trends in the industry in which we operate,~~ orthen ~~sales~~current ofcash-flows ~~our~~from ~~common~~operations ~~stock.~~are ~~These~~insufficient ~~factors~~to ~~may~~satisfy ~~materially adversely affect the market price of~~ our ~~common~~capital ~~stock~~requirements, ~~regardless~~we ~~of our~~may ~~performance.~~seek Into ~~addition,~~sell ~~public~~additional ~~stock markets have experienced extreme price and trading volume volatility. This volatility~~equity ~~has~~or ~~significantly~~debt ~~affected the market prices of~~ securities ofor ~~many~~obtain ~~companies~~additional ~~for~~credit ~~reasons frequently unrelated to the operating performance of the specific companies~~facilities. ~~These broad market fluctuations may adversely affect the market price of our common stock.~~

~~Because we do not intend to pay any cash dividends on our shares of common stock in the near future, our stockholders will not be able to receive a return on their shares unless they sell them.~~28

WeTable ~~intend to retain any future earnings to finance the development and expansion~~ of our business. We do not anticipate paying any cash dividends on our common stock in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.Contents

~~Because~~The sale of additional equity securities will result in dilution to our ~~directors~~stockholders. The incurrence of indebtedness will result in increased debt service obligations and ~~executive~~could ~~officers~~require ~~are~~us ~~among~~to ~~our~~agree ~~largest~~to ~~stockholders,~~operating ~~they~~and ~~can~~financial ~~exert~~covenants ~~significant~~that ~~control~~could ~~over~~restrict our operations or modify our plans to grow the business. ~~and~~Financing may not be available in amounts or on terms acceptable to us, if ~~affairs~~at ~~and~~all. ~~have~~Any ~~actual~~failure by us to raise additional funds on terms favorable to us, or ~~potential~~at ~~interests~~all, ~~that~~will ~~may~~limit ~~depart~~our ~~from~~ability ~~those~~to ofexpand ~~investors~~our business operations and could harm our overall business prospects.

~~Certain of our executive officers and~~Going directors own a significant percentage of our outstanding capital stock. As of the date of this current report, our executive officers and directors beneficially own approximately 28.2% of our outstanding voting stock, on an undiluted basis. The holdings of our directors and executive officers may increase further in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted, or if they otherwise acquire additional shares of our common stock. The interests of such persons may differ from the interests of our other stockholders. As a result, in addition to their board seats and offices, such persons will have significant influence and control over all corporate actions requiring stockholder approval, irrespective of how our company’s other stockholders may vote, including the following actions:Concern

·Our auditors issued a going concern opinion on our financial statements for the year ended December 31, 2015. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to ~~elect~~pay orfor ~~defeat~~our expenses. There is no assurance we will ever reach this point. Our financial statements do not include any adjustments relating to the ~~election~~recoverability and classification of ~~our~~asset ~~directors;~~carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

·The continuation toof ~~amend~~our orbusiness ~~prevent~~is ~~amendment~~dependent ofupon ~~our~~obtaining ~~articles~~further financing and achieving more profitable operations. If we issue additional equity securities, the equity interests of ~~incorporation~~our current or ~~by-laws;~~future stockholders could be significantly diluted. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

·There are no assurances that we will be able to ~~effect~~obtain oradditional ~~prevent~~financing athrough ~~merger~~private placements, ~~sale~~and/or ofbank ~~assets~~financing or other loans ~~corporate~~necessary ~~transaction;~~to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us.

·Off-Balance Sheet ~~to control the outcome of any other matter submitted to our stockholders for a vote.~~Arrangements

~~This concentration of ownership by itself~~We ~~may~~do not have ~~the~~any ~~effect~~off-balance ofsheet ~~impeding~~arrangements athat ~~merger~~have, ~~consolidation,~~or ~~takeover~~are orreasonably ~~other~~likely ~~business~~to ~~consolidation~~have, ~~or discouraging~~ a ~~potential acquirer~~current ~~from~~or ~~making~~future aeffect ~~tender~~on ~~offer for~~ our financial ~~common stock~~condition, ~~which~~changes in ~~turn~~financial ~~could~~condition, ~~reduce~~revenues ~~our~~or ~~stock~~expenses, ~~price~~results orof ~~prevent~~operations, ~~our~~liquidity, ~~stockholders~~capital expenditures ~~from~~or ~~realizing~~capital aresources ~~premium~~that ~~over~~are ~~our~~material ~~stock~~to ~~price~~investors.

15Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Table~~As a of“smaller ~~Contents~~reporting company”, we are not required to provide the information required by this Item.

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.~~29

WeTable ~~did~~of ~~not issue any securities in the three months ended September 30, 2015.~~Contents

Item 3 4. Controls ~~Defaults~~and ~~Upon Senior Securities~~Procedures.

~~On April 16, 2015, Epic Corp. issued a secured convertible promissory note to an investor in the principal amount of $200,000.~~Evaluation ~~The note bears a 23% annual interest rate and matured on June 30, 2015 and is secured by all assets~~ of ~~our~~Disclosure ~~operating~~Controls subsidiary, Epic Corp. In connection with the contribution of all of the assets of Epic LLC to Epic Corp., Epic Corp. offered the noteholder the opportunity to convert the note into 352,941 shares of Epic Corp.’s common stock, which represented the pro rata value provided to each Class B Unit holder at the time of the contribution. The note holder did not accept the proposed terms and, ~~as a result, the note was not converted prior to our acquisition of Epic Corp. on June 24, 2015.~~Procedures

~~The~~We maintain ~~note~~disclosure ~~carries~~controls aand ~~break-up~~procedures ~~provision~~as ~~which~~defined ~~states~~in ~~that~~Rules ~~the~~13a-15(e) ~~parties shall use commercially reasonable efforts to negotiate future financing~~ and ~~convert~~15d-15(e) ~~the~~under ~~then outstanding principal and interest of~~ the ~~note~~Securities ~~into~~Exchange ~~securities~~Act of ~~Epic Corp. The note~~1934, ~~provided~~as ~~that,~~amended in (the ~~event~~“Exchange ~~the~~Act”), ~~parties~~that ~~were~~are ~~unable~~designed to ~~agree~~ensure onthat ~~mutually~~information ~~agreeable~~required ~~terms on or prior~~ to ~~June~~be ~~30,~~disclosed ~~2015,~~in ~~Epic~~our ~~Corp.~~reports ~~was~~under ~~to pay~~ the ~~lender,~~Exchange inAct ~~addition~~is torecorded, ~~any~~processed, ~~other~~summarized ~~amounts due~~ and ~~owing~~reported ~~under~~within the ~~note,~~time aperiods ~~break-up~~specified ~~fee~~ in anthe ~~amount equal~~SEC’s torules ~~$50~~and forms,~~000.~~ ~~The~~and ~~contingent~~that ~~balance~~such ofinformation ~~$50,000~~is ~~has~~accumulated ~~been~~and ~~accrued~~communicated asto ofour ~~September 30~~management, ~~2015.~~including Asour ~~the~~principal ~~parties were unable to finalize~~executive ~~the~~officer ~~negotiation~~and ofour aprincipal ~~future~~financial ~~financing by June 30~~officer, ~~2015, this contingent fee became contractually due to the note holder~~ as of ~~July 1~~appropriate, ~~2015. As of the date of this filing, we have only made interest payments and the note is in default. We continue~~ to ~~negotiate~~allow ~~the~~timely ~~final~~decisions ~~terms~~regarding ofrequired ~~settlement with the noteholder~~disclosure.

~~Item~~As of 4the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal accounting officer of the effectiveness of the design and operation of our disclosure controls and procedures. ~~Mine~~Based ~~Safety~~on ~~Disclosures~~the foregoing, our principal executive officer and principal accounting officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to the presence of material weaknesses in internal control over financial reporting.

~~Not~~A material ~~applicable~~weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of March 31, 2016, our disclosure controls and procedures were not effective: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (ii) matters related to the transition of management in connection with the closing of the Exchange Agreement on June 24, 2015.

~~Item~~Remediation Plan 5.to ~~Other~~Address ~~Information.~~the Material Weaknesses in Internal Control over Financial Reporting

~~None~~Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2016: (i) adopt sufficient written policies and procedures for accounting and financial reporting, and (ii) provide our new management with additional guidance regarding the financial monitoring and reporting responsibilities associated with being a reporting company. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

16Changes in Internal Control over Financial Reporting

~~Table~~There have ofbeen ~~Contents~~no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2016, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

~~Item 6. Exhibits.~~30

~~The~~Table ~~following exhibits are included as part~~ of ~~this report:~~Contents

Exhibit No.		Description
2.1(2)		Share exchange agreement dated as of June 24, 2015 by and among our company Epic Stores Corp. and the stockholders of Epic Stores Corp.
3.1(3)		Articles of Incorporation
3.2(3)		Bylaws
3.3(4)		Articles of Merger dated effective December 20, 2013
3.4(4)		Certificate of Change dated effective December 20, 2013
3.5(4)		Certificate of Change dated effective December 30, 2013
3.6(1)		Articles of Merger dated effective August 18, 2015
3.7(1)		Certificate of Change dated effective August 18, 2015
10.1(2)		Share cancellation agreement dated June 24, 2015 between our company and John Kitchen
10.2(2)		Share cancellation agreement dated June 24, 2015 between our company and Linda Miller
10.3(2)		Warrant cancellation agreement dated June 24, 2015 between our company and Paul Medley
10.4(2)		Form of subscription agreement for units dated June 24, 2015
10.5(2)		Investor rights agreement among our company, Belloc Pty Ltd and the subscribers to the concurrent financing
10.6(2)		Voting agreement dated June 24, 2015 among our company and each of the former stockholders of Epic
10.7(2)		Escrow agreement dated June 24, 2015 among our company, Doney Ventures, Inc. and certain former stockholders of Epic
10.8(2)		Management agreement dated January 1, 2015 between Epic and Brian Davidson
10.9(2)		Management agreement dated January 1, 2015 between Epic and Bob Riggs
10.10(2)		Management agreement dated January 1, 2015 between Epic and Wayne Riggs
10.11(2)		Consulting agreement dated March 3, 2015 between Epic and Bluechip Advisors LLC with respect to the provision of services as Chief Financial Officer by Zach Bradford
10.12(2)		Consulting agreement dated March 3, 2015 between Epic and Bluechip Advisors LLC with respect to the provision of controller and accounting services
10.13(2)		Consulting agreement dated March 3, 2015 between Epic and Bluechip Advisors LLC with respect to the provision of SEC financial reporting services
31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1(2)		Audited annual financial statements of Epic as at and for the years ended December 31, 2014 and 2013
99.2(2)		Unaudited interim financial statements of Epic as at and for the three months ended March 31, 2015 and 2014
99.3(2)		Unaudited pro forma combined financial statements as at March 31, 2015 and December 31, 2014
101.INS*		XBRL Instance
101.SCH(5)		XBRL Taxonomy Extension Schema
101.CAL(5)		XBRL Taxonomy Extension Calculations
101.DEF(5)		XBRL Taxonomy Extension Definitions
101.LAB(5)		XBRL Taxonomy Extension Labels
101.PRE(5)		XBRL Taxonomy Extension Presentation
101.INS(5)		XBRL Instance
101.SCH(5)		XBRL Taxonomy Extension Schema

PART II – OTHER INFORMATION

*	Filed herewith.
(1)	Previously filed as exhibits to our current report on Form 8-K, filed on August 19, 2015.
(2)	Previously filed as exhibits to our current report on Form 8-K, filed on June 30, 2015.
(3)	Previously filed as exhibits to our registration statement on Form S-1, on February 26, 2013, File Number 333-186869 and incorporated herein.
(4)	Previously filed as exhibits to our current report on Form 8-K, on December 31, 2013, File Number 333-186869 and incorporated herein.
(5)	XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Item 1. Legal Proceedings.

17Other than as set out below, and other than ordinary routine litigation incidental to our business or proceedings that involve primarily a claim for damages in an amount that does not exceed 10% of our current assets, we know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

~~Table~~On October 2, 2015, HH-Poca Fiesta, LLC (“HH”) commenced an action against our company in the Maricopa County Superior Court, Arizona, related to a lease dated October 7, 2013 with respect to one of ~~Contents~~our former retail premises, located at 1110 West Southern Avenue, Suite 20, in Mesa, Arizona. On January 5, 2016, we entered into a settlement agreement dated January 5, 2016 with HH with respect to the settlement of such claim.

~~SIGNATURES~~Pursuant to the terms of the settlement agreement, HH has agreed to settle its claims against our company in exchange for payment of $200,000, which is to be paid according to the following schedule: (i) $17,000 on or before January 5, 2016 (which has been paid); (ii) $2,000 on or before January 11, 2016 (which has been paid); (iii) $2,000 each week thereafter until March 7, 2016(which has been paid); and (iv) $5,000 on March 15, 2016(which has been paid); and (v) $5,000 on March 25, 2016(which has been paid); and (vi) $10,000 on April 1, 2016(which has been paid); and (vii) $5,000 on April 18, 2016(which has been paid); and (viii) $15,000 on May 1, 2016(which has been paid); and (ix) the remaining $165,000 on or before May 31, 2016 (each, a “Settlement Installment”).

~~Pursuant~~In connection with the foregoing, we agreed to deliver an executed stipulation to judgment to HH, which provides for the entry ~~requirements~~of a judgment in the lawsuit in favor of HH in the ~~Securities~~amount ~~Exchange~~of ~~Act~~$335,000. In the event that any of the Settlement ~~1934,~~Installments are not made in the ~~registrant~~time ~~has~~provided ~~duly~~in ~~caused~~the ~~this~~settlement ~~report~~agreement (after giving effect to any applicable grace periods), HH will be ~~signed~~entitled onto ~~its~~immediately ~~behalf~~file the stipulation with the court, and lodge the judgment for immediate entry by the ~~undersigned~~court, ~~thereunto~~provided ~~duly~~that ~~authorized~~the amounts of any Settlement Installments we have previously paid will be deemed payments against the judgment. Assuming we pay all Settlement Installments as provided in the settlement agreement, HH agreed to destroy the executed stipulation and dismiss the lawsuit, and HH agreed to release our company from any claims related to the lawsuit, the lease and the leased premises.

	EPIC STORES CORP.
	(Registrant)
Dated: November 23, 2015	/s/ Brian Davidson
	Brian Davidson
	President, Chief Executive Officer, Secretary, Treasurer and Director
	(Principal Executive Officer)
Dated: November 23, 2015	/s/ Zach Bradford
	Zach Bradford
	Chief Financial Officer and Director
	(Principal Financial Officer, and Principal Accounting Officer)

Item 1A. Risk Factors.

18In addition to the other information set forth in this quarterly report, you should carefully consider the following factors, which could materially affect our business, financial condition or results of operations in future periods. The risks described below are not the only risks facing our company. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.

Risks Related to Our Business

Our future success depends, in part, upon our ability to anticipate and respond to changing consumer preferences, trends and competitive environment in a timely manner.

Our future success depends, in part, upon our ability to identify and respond to shopping trends in a timely manner. The second hand retail apparel business fluctuates according to changes in the economy and customer preferences, dictated by economic factors and seasons. These fluctuations especially affect the inventory possessed by secondary retailers because merchandise typically is collected in advance of the selling season and is provided based on consumers percentage of discarded merchandise. While we endeavor to test many merchandise items from our suppliers before ordering large quantities, we are still susceptible to poor or low quality merchandise and fluctuations in customer demands.

In addition, the cyclical nature of the retail business requires that we carry a significant amount of inventory, especially during our peak selling seasons. As a result, we are vulnerable to changes in consumer demand, pricing shifts and the timing and selection of merchandise purchases. The failure to enter into agreements for the purchase of merchandise in a timely manner could, among other things, lead to a shortage of inventory and lower sales.

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Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

Our financial statements are prepared using generally accepted accounting principles 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. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and to allow us to continue as a going concern. Our ability to continue as a going concern is dependent on our company obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to significantly curtail or cease operations. In its report on our financial statements for the year ended December 31, 2015, our independent registered public accounting firm included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The success of our operations depends upon the effect of economic pressures and other business factors.

The success of our operations depends to a significant extent upon a number of factors relating to discretionary consumer spending, including economic conditions affecting disposable consumer income, such as payroll taxes, employment, consumer debt, interest rates, increases in energy costs and consumer confidence. There can be no assurance that consumer spending will not be further negatively be affected by general, local or international economic conditions, thereby adversely impacting our business and results of operations.

Our business is subject to seasonality.

Historically, our operations have been seasonal, with a large portion of total net revenue and operating income occurring in the first and fourth fiscal quarters, reflecting increased demand during tax rebates and year-end holiday selling seasons, respectively. As a result of this seasonality, any factors negatively affecting us during the first and fourth fiscal quarters of any year, including adverse weather or unfavorable economic conditions, could have a material adverse effect on our financial condition and results of operations for the entire year. Our quarterly results of operations also may fluctuate based upon such factors as the timing of certain holiday seasons, the number and timing of new store openings, the acceptability of seasonal merchandise offerings, competitive factors, weather and general economic conditions.

Our overall profitability depends on our ability to react to raw material cost, labor and energy cost increases.

Our ability to drive improved performance will depend in part on our ability to rebalance our store fleet and drive improved performance through new store openings, selective closings and existing store remodels and expansions.

Our ability to drive improved performance will depend in part on our ability to expand stores on a timely and profitable basis. Accomplishing our expansion goals will depend upon a number of factors, including the ability to obtain suitable sites for new and expanded stores at acceptable costs, the hiring and training of qualified personnel, particularly at the store management level, the integration of new stores into existing operations, and the expansion of our buying and inventory capabilities. There can be no assurance that we will be able to achieve our store expansion and rebalancing goals, manage our growth effectively, successfully integrate the planned new stores into our operations or operate our new stores profitably.

The results achieved by our stores may not be indicative of long-term performance or the potential performance of stores in other locations. The failure of stores to achieve acceptable results could result in additional store asset impairment charges, which could adversely affect our results of operations and financial condition.

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The financial failure of a key supplier could disrupt our operations.

Our merchandise is collected by suppliers nationwide. Although we purchase approximately one third of our merchandise through a single agent, we do not maintain any exclusive commitments to purchase from any one supplier. Because we have a nationwide supply chain, any event causing the disruption of product, including the insolvency of a significant supplier or a major labor slow-down, strike or dispute, including any actions involving trucking, transloaders, consolidators or shippers, could have an adverse effect on our operations. Given the volatility and risk in the current markets, our reliance on external suppliers leaves us subject to certain risks should one or more of these external suppliers become insolvent. Although we monitor the financial stability of our key suppliers and plan for contingencies, the financial failure of a key supplier could disrupt our operations and have an adverse effect on our cash flows, results of operations and financial condition.

Information technology system disruptions and inaccurate system information could have a material adverse effect on our results of operations.

We regularly evaluate our information technology systems and are currently implementing modifications and/or upgrades to the information technology systems that support our business. Modifications include replacing legacy systems with successor systems, making changes to legacy systems or acquiring new systems with new functionality. We are aware of inherent risks associated with operating, replacing and modifying these systems, including inaccurate system information and system disruptions. There is a risk that information technology system disruptions and inaccurate system information, if not anticipated and/or promptly and appropriately mitigated, could have a material adverse effect on our results of operations.

If we fail to safeguard against security breaches with respect to our information technology systems, we could be exposed to a risk of loss or misuse of this information and potential liability.

Our business employs systems and websites that allow for the storage and transmission of proprietary or confidential information regarding our business, customers and employees, including credit card information. Security breaches could expose us to a risk of loss or misuse of this information and potential liability. We may not be able to anticipate or prevent rapidly evolving types of cyber-attacks. Actual or anticipated attacks may cause us to incur increased costs, including costs to deploy additional personnel and protection technologies, train employees and engage third party experts and consultants. Advances in computer capabilities, new technological discoveries or other developments may result in the technology used by us to protect transaction or other data being breached or compromised. Data and security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breach by employees or persons with whom we have commercial relationships that result in the unauthorized release of personal or confidential information. Any compromise or breach could result in a violation of applicable privacy and other laws, significant financial exposure and a loss of confidence in our security measures, which could have an adverse effect on our results of operations and our reputation.

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We rely on key personnel.

Our success depends to a significant extent upon our ability to attract and retain qualified key personnel, including senior management. Collective or individual changes in our senior management and other key personnel could have an adverse effect on our ability to determine and execute our strategies, which could adversely affect our business and results of operations. There is a high level of competition for senior management and other key personnel, and we cannot be assured we will be able to attract, retain and develop a sufficient number of qualified senior managers and other key personnel.

Risks Related to Ownership of Our Common Stock

Because we became public by means of a reverse takeover transaction, we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we became public through a “reverse takeover” with a shell company. Security analysts of major brokerage firms and securities institutions may not cover us since there are no broker-dealers who sold our stock in a public offering who would have an incentive to follow or recommend the purchase of our common stock. No assurance can be given that established brokerage firms will want to conduct any financings for us in the future.

Penny stock rules will limit the ability of our stockholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define a “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements that may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

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Our board of directors is authorized to issue additional shares of our common stock that would dilute existing stockholders.

We are currently authorized to issue up to 687,500,000 shares of common stock and 10,000,000 shares of preferred stock, of which 38,680,263 shares of common stock and no shares of preferred stock are currently issued and outstanding. We expect to seek additional financing in order to provide working capital to our business. Our board of directors has the power to issue any or all of such authorized but unissued shares at any price they consider sufficient, without stockholder approval. The issuance of additional shares of common stock in the future will reduce the proportionate ownership and voting power of current stockholders.

There is not now, and there may never be, an active, liquid and orderly trading market for our common stock, which may make it difficult for you to sell your shares of our common stock.

There is not now, nor has there been since our inception, any trading activity in our common stock or a market for shares of our common stock, and an active trading market for our shares may never develop or be sustained. As a result, investors in our common stock must bear the economic risk of holding those shares for an indefinite period of time. Although our common stock is quoted on the OTCQB marketplace operated by OTC Markets Inc., an over-the-counter quotation system, trading of our common stock is extremely limited and sporadic and at very low volumes. We do not now, and may not in the future, meet the initial listing standards of any national securities exchange, and we presently anticipate that our common stock will continue to be quoted on the OTCQB marketplace or another over-the-counter quotation system for the foreseeable future. As a result, our stockholders may find it difficult to obtain accurate quotations as to the market value of their shares of our common stock, and may find few buyers to purchase their stock and few market makers to support its price. As a result of these and other factors, you may be unable to resell your shares of our common stock at or above the price for which you purchased them, or at all. Further, an inactive market may also impair our ability to raise capital by selling additional equity in the future, and may impair our ability to enter into strategic partnerships or acquire companies or products by using shares of our common stock as consideration.

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors not to choose to invest in our stock lf we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

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The market price of our common stock may be volatile.

The market price of our common stock may be highly volatile. Some of the factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the industry in which we operate, or sales of our common stock. These factors may materially adversely affect the market price of our common stock, regardless of our performance. In addition, public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

Because we do not intend to pay any cash dividends on our shares of common stock in the near future, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

Because our directors and executive officers are among our largest stockholders, they can exert significant control over our business and affairs and have actual or potential interests that may depart from those of investors.

Certain of our executive officers and directors own a significant percentage of our outstanding capital stock. As of the date hereof, our executive officers and directors beneficially own approximately 26.7% of our outstanding voting stock, on an undiluted basis. The holdings of our directors and executive officers may increase further in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted, or if they otherwise acquire additional shares of our common stock. The interests of such persons may differ from the interests of our other stockholders. As a result, in addition to their board seats and offices, such persons will have significant influence and control over all corporate actions requiring stockholder approval, irrespective of how our company’s other stockholders may vote, including the following actions:

•

to elect or defeat the election of our directors;

•

to amend or prevent amendment of our articles of incorporation or by-laws;

•

to effect or prevent a merger, sale of assets or other corporate transaction; and

•

to control the outcome of any other matter submitted to our stockholders for a vote.

This concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for our common stock, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

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

None.

Item 3. Defaults Upon Senior Securities.

On April 16, 2015, Epic Corp., an entity that is not related to the Company, issued a secured convertible promissory note to an investor in the principal amount of $200,000. The note bears a 23% annual interest rate and matured on June 30, 2015. The note was convertible into one Class B Unit of Epic LLC. The note is secured by all assets of Epic Corp. At the time of issuance, the Company evaluated the conversion feature and determined that the value associated with the conversion feature was $0.

On January 25, 2016, the Company entered into an amending agreement with the Company’s wholly-owned subsidiary, Epic Stores, LLC, and Epic Store Funding Corp. amending the note purchase agreement dated April 16, 2015. Under the terms of the original note purchase agreement, the subsidiary and Funding Corp. agreed that they would use their commercially reasonable efforts to agree upon the price and other terms of securities of the subsidiary into which Funding Corp. could, at its option, convert the principal and interest of the note and, in the event that they were unable to so agree on or prior to the June 30, 2015, the subsidiary would pay Funding Corp., in addition to any other amounts due and owing under the note, a break-up fee of $50,000. The Company completed the acquisition of the subsidiary on June 24, 2015. Notwithstanding that the subsidiary and Funding Corp. had not agreed to conversion terms by June 30, 2015, and the fee was not paid. Pursuant to the terms of the amending agreement entered into on January 25, 2016:

	(a)	the maturity date for repayment of the note was changed from June 30, 2015 to December 31, 2015;
	(b)	the Company agreed to the pay Funding Corp. the fee of $50,000 on or prior to January 8, 2016, plus accrued interest at a rate of 23% per annum beginning on July 1, 2015, until the date of payment in full of the fee and any accrued but unpaid interest thereon, which accrued interest will be payable on the last day of each calendar month with the first such payment made on December 31, 2015; and
	(c)	if all amounts owing under the note and the fee, including all accrued but unpaid interest thereon, had not been wired to Funding Corp. on or prior to February 2, 2016, the Company would be required to pay Funding Corp. an additional $25,000 on February 2, 2016, with interest at the rate of 23% per annum to accrue with respect to such $25,000 effective as of February 2, 2016 in the event such payment is not made on February 2, 2016.

In consideration of the foregoing amendments, the Company agreed to issue Funding Corp., at the time of full repayment of all amounts owing in connection with the note:

	(a)	145,000 stock purchase warrants, plus
	(b)	commencing on January 8, 2016, 1,000 warrants per day until the date of repayment of all amounts owing under the note.

Each warrant will be exercisable into one share of the Company’s common stock at a price of $1.02 per share until the date that is two years from the date of issuance.

As of the March 31, 2016, neither the original principal balance or the penalties had been paid. The penalties have been added to the principal balance of the note and $275,000 in principal remained outstanding as of March 31, 2016.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The following exhibits are included as part of this report:

Exhibit No.		Description
2.1		Articles of Incorporation (incorporated by reference from our registration statement on Form S-1, as filed on February 26, 2013)
3.1		Bylaws (incorporated by reference from our registration statement on Form S-1, as filed on February 26, 2013)
3.2		Articles of Merger dated effective December 20, 2013 (incorporated by reference from our current report on Form 8-K, as filed on December 21, 2013)
3.3		Certificate of Change dated effective December 20, 2013 (incorporated by reference from our current report on Form 8-K, as filed on December 21, 2013)
3.4		Certificate of Change dated effective December 30, 2013 (incorporated by reference from our current report on Form 8-K, as filed on December 21, 2013)
3.5		Articles of Merger dated effective August 18, 2015 (incorporated by reference from our current report on Form 8-K, as filed on August 19, 2015)
3.6		Certificate of Change dated effective August 18, 2015 (incorporated by reference from our current report on Form 8-K, as filed on August 18, 2015)
3.7		Articles of Incorporation (incorporated by reference from our registration statement on Form S-1, as filed on February 26, 2013)
10.1		Share cancellation agreement dated June 24, 2015 between our company and John Kitchen (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.2		Share cancellation agreement dated June 24, 2015 between our company and Linda Miller (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.3		Warrant cancellation agreement dated June 24, 2015 between our company and Paul Medley (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.4		Form of subscription agreement for units dated June 24, 2015 (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.5		Investor rights agreement among our company, Belloc Pty Ltd and the subscribers to the concurrent financing (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.6		Voting agreement dated June 24, 2015 among our company and each of the former stockholders of Epic (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.7		Escrow agreement dated June 24, 2015 among our company, Doney Ventures, Inc. and certain former stockholders of Epic (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.8		Management agreement dated January 1, 2015 between Epic and Brian Davidson (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.9		Management agreement dated January 1, 2015 between Epic and Bob Riggs (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.10		Management agreement dated January 1, 2015 between Epic and Wayne Riggs (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.11		Consulting agreement dated March 3, 2015 between Epic and Bluechip Advisors LLC with respect to the provision of services as Chief Financial Officer by Zach Bradford (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.12		Consulting agreement dated March 3, 2015 between Epic and Bluechip Advisors LLC with respect to the provision of controller and accounting services (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.13		Consulting agreement dated March 3, 2015 between Epic and Bluechip Advisors LLC with respect to the provision of SEC financial reporting services (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
10.14		Form of subscription agreement for units dated effective October 7, 2015 (incorporated by reference from our registration statement on Form S-1/A, as filed on December 10, 2015)
10.15		Form of subscription agreement for units dated effective November 20, 2015 (incorporated by reference from our registration statement on Form S-1/A, as filed on December 10, 2015)
10.16		Form of subscription agreement for units dated effective December 10, 2015 (incorporated by reference from our registration statement on Form S-1/A, as filed on January 21, 2016)
10.17		Form of subscription agreement for units dated effective December 31, 2015 (incorporated by reference from our registration statement on Form S-1/A, as filed on January 21, 2016)
10.18		Settlement agreement dated January 5, 2016 among HH-Poca Fiesta, LLC, Epic, Epic Stores, L.L.C. and Epic Stores, LLC. (incorporated by reference from our current report on Form 8-K, as filed on January 13, 2016)
10.19		Amending Agreement dated January 25, 2016 (incorporated by reference from our current report on Form 8-K, as filed on February 2, 2016)

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10.20		Securities Purchase Agreement dated January 27, 2016 (incorporated by reference from our current report on Form 8-K, as filed on February 4, 2016)
10.21		10% Senior Secured Convertible Promissory Note Due January 27, 2017 (incorporated by reference from our current report on Form 8-K, as filed on February 4, 2016)
10.22		Registration Rights Agreement dated January 27, 2016 (incorporated by reference from our current report on Form 8-K, as filed on February 4, 2016)
10.23		Security Agreement dated January 27, 2016 (incorporated by reference from our current report on Form 8-K, as filed on February 4, 2016)
10.24		Subsidiary Guarantee dated January 27, 2016 (incorporated by reference from our current report on Form 8-K, as filed on February 4, 2016)
10.25		8% Senior Convertible Promissory Note Due January 27, 2017 (incorporated by reference from our current report on Form 8-K, as filed on February 4, 2016)
10.26		Leak-Out Agreement dated January 27, 2016 (incorporated by reference from our current report on Form 8-K, as filed on February 4, 2016)
10.27		Secured Promissory Note dated February 26, 2016 (incorporated by reference from our current report on Form 8-K, as filed on March 2, 2016)
10.28		Amendment to Securities Purchase Agreement dated April 1, 2016 (incorporated by reference from our current report on Form 8-K, as filed on April 6, 2016)
10.29		Amendment to Registration Rights Agreement dated April 1, 2016 (incorporated by reference from our current report on Form 8-K, as filed on April 6, 2016)
10.30		Amendment to Convertible Promissory Notes dated April 1, 2016 (incorporated by reference from our current report on Form 8-K, as filed on April 6, 2016)
10.31		10% Senior Secured Convertible Promissory Note Due April 1, 2017 (incorporated by reference from our current report on Form 8-K, as filed on April 6, 2016)
10.32		Assignment and Exchange Note dated April 1, 2016 (incorporated by reference from our current report on Form 8-K, as filed on April 6, 2016)
10.33		10% Senior Convertible Promissory Note in the principal amount of $266,000 due April 1, 2017 (incorporated by reference from our current report on Form 8-K, as filed on April 6, 2016)
10.34		Assignment Agreement dated April 5, 2016 (incorporated by reference from our current report on Form 8-K, as filed on April 11, 2016)
10.35		Convertible Promissory Note dated April 5, 2016 issued to ZSL Trust Dated March 12, 2010 (incorporated by reference from our registration statement on Form S-1, as filed on April 12, 2016)
16.1		Letter from Sadler, Gibb & Associates, LLC (incorporated by reference from our current report on Form 8-K, as filed on June 30, 2015)
16.2		Letter from De Joya Griffith, LLC (incorporated by reference from our current report on Form 8-K, as filed on August 10, 2015)
21.1		Wholly-owned subsidiaries of Epic Stores Corp.: Epic Stores Corp., a Nevada corporation Epic Stores, LLC, a Nevada limited liability company Epic Stores 2 LLC, a Nevada limited liability company Epic Stores III LLC, a Nevada limited liability company Variable interest entity of Epic Stores Corp.: Atlas Global LLC, an Arizona limited liability company
31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculations
101.DEF*		XBRL Taxonomy Extension Definitions
101.LAB*		XBRL Taxonomy Extension Labels
101.PRE*		XBRL Taxonomy Extension Presentation

*	Filed herewith.

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SIGNATURES

Pursuant to the requirements 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.

	EPIC STORES CORP.
	(Registrant)


Dated: May 23, 2016	/s/ Brian Davidson
	Brian Davidson
	President, Chief Executive Officer, Secretary, Treasurer and Director
	(Principal Executive Officer)



Dated: May 23, 2016	/s/ Zach Bradford
	Zach Bradford
	Chief Financial Officer and Director
	(Principal Financial Officer, and Principal Accounting Officer)

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