POW! Entertainment Inc. (fka POWN)

[firehorse]

We were all warning many times

Going Concern Qualifications

The Company's operation will be sustained through December 2016 by the promissory note from a party with which the Company has a joint venture and by $183,000 of revenue received for the show Lucky Man. For the nine months ended September 30, 2016, the Company had a net loss of $1,209,594 and has a negative working capital balance of approximately $5,300,000. Revenues fluctuate and are uncertain and these conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company is currently exploring various other sources of revenues, but there can be no assurances that we will be successful in finding other revenue streams sufficient to support our operational requirements and we may need to further scale back operations, defer executive salaries and reduce staff members. The financial statements for the three and nine months ended September 30, 2016 do not contain any adjustments to reflect future effects on the recoverability or classification of assets and liabilities that may result should we not able to continue as a going concern.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of conducting its business. The Company's ability to continue as a going concern is dependent upon various factors including, among others, its ability to generate income and positive cash flows from operations.

And now we are offered more than 2 X what the stock was trading at.