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,December 31, 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 333-174759

EMS FIND, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		38-3839462
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

73 Buck Road, Suite 2, Huntingdon, PA		19006
(Address of principal executive offices)		(Zip Code)

(215) 350-2255

(Registrant's Telephone Number, Including Area Code)

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 ¨No x

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 ¨No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (Check One):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The number of shares issued, issuable, and outstanding of the issuer's common stock, $0.001 par value per share, was 36,643,94942,200,494 as of October 17, 2016.

EMS FIND, INC.

FORM 10-Q

SEPTEMBER 30,DECEMBER 31, 2016

INDEX

			Page No.
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements		43
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		1718
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22
Item 4.	Controls and Procedures		22
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3.	Defaults Upon Senior Securities		24
Item 4.	Mine Safety Disclosures		24
Item 5.	Other Information		24
Item 6.	Exhibits		25
SIGNATURES			26

2

Table of Contents

PART I– FINANCIAL INFORMATION

TABLE OF CONTENTS

Index to Financial Statements		Page
Condensed Consolidated Balance Sheets as of September 30,December 31, 2016 (unaudited) and June 30, 2016			4	4
Condensed Consolidated Statements of Operations for the three and six months ended September 30,December 31, 2016 and 2015 (unaudited)			5	5
Condensed Consolidated Statements of Cash Flows for the threesix months ended September 30,December 31, 2016 and 2015 (unaudited)			6	6
Notes to Condensed Consolidated Financial Statements (unaudited)			7	7

3

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

EMS FIND, INC.

and Subsidiaries

Condensed Consolidated Balance Sheets

		September 30,				June 30,
		2016				2016
		(unaudited)
ASSETS
Current assets
Cash		$	11,269			$	1,974
Other receivable			566				566
Total current assets			11,835				2,540
Other assets
Fixed assets, net			-				-
Fixed assets held for sale, net			4,870				4,870
Deposits			700				700
Total other assets			5,570				5,570
Total assets		$	17,405			$	8,111
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Convertible notes payable, net of discounts		$	207,488			$	188,131
Accounts payable			44,572				13,916
Due to related party			32,476				31,476
Accrued expenses			30,923				36,543
Checks written in excess of cash balance			-				11,695
Derivative liability			633,600				1,208,414
Total current liabilities			949,059				1,490,174
Total liabilities			949,059				1,490,174
Stockholders' deficit
Series A preferred stock, $0.001 par value, (20,000,000 shares
authorized, 500,000 and 1,000,000 shares issued and outstanding
as of September 30, 2016 and June 30, 2016, respectively)			500				500
Series B preferred stock, $0.001 par value, (500,000 shares
authorized, 60,000 and 0 shares issued and outstanding
as of September 30, 2016 and June 30, 2016, respectively)			60				-
Common stock, $0.001 par value, (100,000,000 shares authorized
35,643,949 and 32,711,272 shares issued, issuable and outstanding
as of September 30, 2016 and June 30, 2016, respectively)			35,644				32,711
Additional paid in capital			4,378,376				3,644,483
Accumulated deficit			(5,346,234	)			(5,159,757	)
Total stockholders' deficit			(931,654	)			(1,482,063	)
Total liabilities and stockholders' deficit		$	17,405			$	8,111

See accompanying notes to unaudited condensed consolidated financial statements.

EMS Find, Inc.
and Subsidiaries
Condensed Consolidated Balance Sheets
		December 31,				June 30,
		2016				2016
		(unaudited)
ASSETS
Current assets
Cash		$	28,523			$	1,974
Other receivable			566				566
Total current assets			29,089				2,540
Other assets
Fixed assets, net			-				-
Fixed assets held for sale, net			4,870				4,870
Deposits			700				700
Total other assets			5,570				5,570
Total assets		$	34,659			$	8,111
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Convertible notes payable, net of discounts		$	215,117			$	188,131
Accounts payable			41,209				13,916
Due to related party			20,496				31,476
Accrued expenses			39,437				36,543
Checks written in excess of cash balance			-				11,695
Derivative liability			414,248				1,208,414
Total current liabilities			730,507				1,490,174
Total liabilities			730,507				1,490,174
Stockholders' deficit
Series A preferred stock, $0.001 par value, (20,000,000 shares
authorized, 500,000 and 1,000,000 shares issued and outstanding
as of December 31, 2016 and June 30, 2016, respectively)			500				500
Series B preferred stock, $0.001 par value, (500,000 shares
authorized, 60,000 and 0 shares issued and outstanding
as of December 31, 2016 and June 30, 2016, respectively)			90				-
Common stock, $0.001 par value, (100,000,000 shares authorized
35,643,949 and 32,711,272 shares issued, issuable and outstanding
as of December 31, 2016 and June 30, 2016, respectively)			46,427				32,711
Additional paid in capital			4,678,329				3,644,483
Accumulated deficit			(5,421,194	)			(5,159,757	)
Total stockholders' deficit			(695,848	)			(1,482,063	)
Total liabilities and stockholders' deficit		$	34,659			$	8,111
See accompanying notes to unaudited condensed consolidated financial statements.

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Table of Contents

EMS FIND, INC.

and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three Months Ended September 30,

(unaudited)

		For the Three Months Ended
		September 30,
		2016				2015
Revenues
Gross sales		$	-			$	-
Cost of goods sold							-
Gross profit			-				-
General and administrative expenses
Consulting fees			-				28,134
Professional fees			48,801				15,945
Executive compensation			-				110,883
Stock-based compensation			643,950				-
Research and development			-				3,340
Payroll Expense			19,500				16,642
General & administrative			40,965				8,154
Rent			2,100				3,200
Depreciation and amortization			-				-
Total general and administrative expenses			755,316				186,298
Loss from operations			(755,316	)			(186,298	)
Other income (expense)
BCF expense			(74,980	)			-
OID expense			(15,843	)			-
Change in FV of embedded conversion options			781,317				-
Loss on conversion of debt into common stock			(115,274	)			-
Interest expense			(6,381	)			-
Total other income (expense)			568,839				-
Discontinued operations
Loss from discontinued operations			-				(49,104	)
Total discontinued operations			-				(49,104	)
Net loss		$	(186,477	)		$	(235,402	)
Basic and diluted loss per share		$	(0.01	)		$	(0.00	)
Weighted average number of common shares outstanding			33,425,084				28,442,700

See accompanying notes to unaudited condensed consolidated financial statements.

EMS FIND, INC.
and Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited)
		For the Three Months Ended								For the Six Months Ended
		December 31,								December 31,
		2016				2015				2016				2015
Revenues
Gross sales		$	-			$	-			$	-			$	-
Cost of goods sold			-				-								-
Gross profit			-				-				-				-
General and administrative expenses
Consulting fees			3,992				24,082				3,992				52,216
Professional fees			4,207				25,604				53,008				41,549
Executive compensation			-				1,528				-				112,411
Stock-based compensation			58,500				323,984				702,450				323,984
Research and development			738				2,021				738				5,361
Payroll Expense			6,000				20,239				25,500				36,881
General & administrative			22,898				3,620				63,863				11,774
Rent			700				2,100				2,800				5,300
Depreciation and amortization			-				-				-				-
Total general and administrative expenses			97,034				403,178				852,350				589,476
Loss from operations			(97,034	)			(403,178	)			(852,350	)			(589,476	)
Other income (expense)
BCF expense			(107,578	)			(12,885	)			(182,558	)			(12,885	)
OID expense			(3,611	)			(5,020	)			(19,454	)			(5,020	)
Change in FV of embedded conversion options			376,412				(86,674	)			1,157,729				(86,674	)
Loss on conversion of debt into common stock			(234,210	)			-				(349,484	)			-
Interest expense			(8,939	)			(2,928	)			(15,320	)			(2,928	)
Total other income (expense)			22,074				(107,507	)			590,913				(107,507	)
Discontinued operations
Loss from discontinued operations			-				(27,566	)			-				(76,670	)
Total discontinued operations			-				(27,566	)			-				(76,670	)
Net loss		$	(74,960	)		$	(538,251	)		$	(261,437	)		$	(773,653	)
Basic and diluted loss per share		$	(0.00	)		$	(0.02	)		$	(0.01	)		$	(0.00	)
Basic and diluted loss per share - discontinued operations		$	-			$	(0.000	)		$	-			$	(0.000	)
Weighted average number of common shares outstanding			38,946,514				28,946,199				39,660,326				28,870,906
See accompanying notes to unaudited condensed consolidated financial statements.

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Table of Contents

EMS FIND, INC.

and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended September 30,

(unaudited)

		2016				2015
Cash flows from operating activities
Net loss		$	(186,477	)		$	(235,402	)
Adjustments to reconcile net income (loss) to net cash used in operations:
Stock-based compensation			643,950				-
BCF expense			74,980				-
OID expense			15,843				-
Change in FV of embedded conversion options			(781,317	)			-
Loss on conversion of debt into common stock			115,274				-
Financing fees			7,035
Discontinued operations			-				64,847
Changes in assets and liabilities:
Deposits			-				-
Prepaid expenses			-				(32,783	)
Accounts payable			30,656				(1,037	)
Due to related party			1,000				-
Accrued expenses			380				-
Checks written in excess of cash balance			(11,695	)			-
Net cash used in operating activities			(90,371	)			(204,375	)
Cash flows from financing activities
Proceeds from sale of common stock			-				55,000
Shares payable			-				42,600
Proceeds received from notes payable			99,666				150,000
Net cash provided by financing activities			99,666				247,600
Net increase (decrease) in cash			9,295				43,225
Cash at beginning of period			1,974				45,843
Cash at end of period		$	11,269			$	89,068
Supplemental disclosures of cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-
Non-cash investing and financing activities
Shares issuance for notes		$	53,500			$	260,480
Shares issuance for accrued compensation		$	37,500			$	-

See accompanying notes to unaudited condensed consolidated financial statements.

EMS FIND, INC.
and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended December 31,
(unaudited)
		2016				2015
Cash flows from operating activities
Net loss		$	(261,437	)		$	(773,653	)
Adjustments to reconcile net loss to net cash used in operations:
Stock-based compensation			702,450				323,984
BCF expense			182,558				12,885
OID expense			19,454				5,020
Change in FV of embedded conversion options			(1,157,729	)			86,674
Loss on conversion of debt into common stock			349,484				-
Discontinued operations			-				(31,855	)
Changes in assets and liabilities:
Prepaid expenses			-				(4,583	)
Accounts payable			27,293				(13,716	)
Due to related party			(10,980	)
Accrued expenses			2,894
Checks written in excess of cash balance			(11,695	)			-
Net cash used in operating activities			(157,708	)			(395,244	)
Cash flows from financing activities
Proceeds from sale of common stock			-				55,000
Proceeds from related party			-				180,000
Proceeds received from notes payable			184,257				200,500
Net cash provided by financing activities			184,257				435,500
Net increase in cash			26,549				40,256
Cash at beginning of period			1,974				45,843
Cash at end of period		$	28,523			$	86,099
Supplemental disclosures of cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-
Non-cash investing and financing activities
Shares issuance for notes		$	327,160			$	260,480
Shares issuance for accrued compensation		$	37,500			$	-
See accompanying notes to unaudited condensed consolidated financial statements.

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Table of Contents

EMS FIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30,DECEMBER 31, 2016

(unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

EMS Find, Inc. (the "Company," "we," "our," or "EMS Find") was incorporated in the State of Nevada on March 22, 2011, under the name of Lightcollar, Inc. On March 20, 2015, the Company amended its articles of incorporation and changed its name from Lightcollar, Inc. to EMS Find, Inc.

On December 23, 2014, the Company authorized a forward split (the "Forward Split") of its issued and authorized common shares, whereby every one (1) old share of common stock was exchanged for five (5) new shares of the Company's common stock. As a result, the issued and outstanding shares of common stock was increased from five million six hundred fifty thousand (5,650,000) common shares prior to the Forward Split to twenty-eight million two hundred fifty thousand (28,250,000) common shares following the Forward Split. Fractional shares were rounded upward.

On March 10, 2015, the Company, with the approval of a majority vote of its shareholders filed a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company's Series A preferred stock (the "Series A Designation" and the "Series A Preferred Stock"). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock, Series A Preferred Stock shares are not convertible into shares of our common stock.

Effective March 20, 2015, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, filed a Certificate of Amendment (the "Certificate of Amendment") with the Secretary of State of Nevada. As a result of the Certificate of Amendment, the Company, among other things, (i) changed its name to "EMS Find, Inc.," and (ii) changed its symbol to "EMSF."

On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors.

On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors.

On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc. ("EMS Factory"), a company incorporated under the laws of the State of Pennsylvania, and the shareholder of EMS Factory (the "Selling Shareholder") pursuant to a share exchange agreement by and among the Company, EMS Factory and the Selling Shareholder. The Company acquired 100% of the issued and outstanding securities of EMS Factory in exchange for the issuance of 10,000,000 shares of the Company's restricted Common Stock, par value $0.001 per share and 500,000 shares of the Company's Series A Preferred Stock, par value $0.001. The Company also has an agreement with an investor to fund $300,000 over the next one hundred and twenty days, to support the continued development and commercialization of EMS Factory's technology, in the following manner:

As a result of the Agreement the Selling Shareholder acquired up to 49% of the voting rights of Company's currently issued and outstanding shares of common stock. Upon completion of the agreement, EMS Factory became a wholly-owned subsidiary and the Company acquired the business and operations of EMS factory. Further, on the Closing date of the Agreement, Steve Rubakh, was appointed the President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and a Director of the Company, and Mr. Matveev Anton resigned all of his positions with the Company.

Basis of Presentation

The accompanying unaudited consolidated financial statements of EMS Find, Inc. and its wholly-owned subsidiaries, EMS Factory, Inc. and Viva Entertainment, have been prepared in accordance with U.S. generally accepted accounting principles ("US GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended September 30,December 31, 2016 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2017. All intercompany balances and transactions have been eliminated. In the opinion of the Company's management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's results of operations, financial position and cash flows. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements in the Company's Form 10-K for the year ended June 30, 2016 filed on September 27, 2016 and Management's Discussion and Analysis of Financial Condition and Results of Operations. For accounting purposes and due to the accounting for the reverse merger, the Company is using the accounting year end of EMS Factory, Inc., for the presentation in this filing.

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EMS FIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30,DECEMBER 31, 2016

(unaudited)

Nature of Business

The Company transitioned its operations from acting as a licensed ambulance provider to providing medical transportation information and acting as an intermediary coordinating dispatch services for providers, patients and medical transport companies. The Company is designing, developing, marketing, and operating software assets mainly in on-demand mobile healthcare sector.

Principles of Consolidation

The consolidated financial statements include the accounts of EMS Find and its wholly-owned subsidiaries, EMS Factory and Viva Entertainment. All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash balances of $11,269$28,523 and $1,974 as of September 30,December 31, 2016 and June 30, 2016 respectively.

Property and Equipment

Property and equipment consists of ambulances and medical equipment and are stated at cost. Ambulance and medical equipment is depreciated using the straight-line method over the estimated service life of five years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal.

Accounting for Derivatives

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.

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EMS FIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30,DECEMBER 31, 2016

(unaudited)

Revenue Recognition

Our revenue is derived from the service revenue from ambulance transportation services.

The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon services rendered.

Income Taxes

The Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of June 30, 2016, tax year 2015 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years.

The Company adopted ASC 740-10, “Definition of Settlement in FASB Interpretation No. 48,” (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying financial statements.

Net Earnings (Loss) Per Share

In accordance with ASC 260-10, "Earnings Per Share," basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares which may dilute future earnings per share consist of convertible notes convertible into 928,40254,688,841 common shares. Equivalent shares are not utilized when the effect is anti-dilutive (see Note 4).

Recent Pronouncements

On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16—Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.

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EMS FIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30,DECEMBER 31, 2016

(unaudited)

On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17—Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements.

NOTE 2 – GOING CONCERN

The Company has not generated any revenues, has recurring net losses, a working capital deficiency as of September 30,December 31, 2016 of $937,224,$701,419, and used cash in operations of $90,371$157,708 and $204,375$395,244 for the threesix months ended September 30,December 31, 2016 and 2015, respectively. In addition, as of September 30,December 31, 2016, the Company had an accumulated deficit of $5,346,234.$5,421,194. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management's plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.

There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company's current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

NOTE 3 – PROPERTY AND EQUIPMENT

Assets held for Sale

Depreciation and amortization expense for the three months ended September 30,December 31, 2016 and 2015 was $0 and $47, respectively. After the merger in March 2015, the Company discontinued all of its ambulance services. The Company wrote down $8,200 as of June 30, 2015 for its assets held for sale and took a loss of $13,097 on a sale of three of its vehicles it used for its medical transportation business. On March 28, 2016, the Company sold various assets valued at $35,521, net of accumulated depreciation, for $23,422. With the fees associated with the sale, the Company recorded a loss on the sale of $22,855.

NOTE 4 – RELATED PARTY TRANSACTIONS

In April 2015, the Company entered a month-to-month lease agreement for an office space for $1,250 per month owned by a relative of Steve Rubakh (“Rubakh”), an officer and director of the Company. The lease was terminated on August 30, 2015.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30,DECEMBER 31, 2016

(unaudited)

On August 5, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the company had issued to him in March 2015. Mr. Shang Fei also has provided the Company with $260,000 of capital of which $210,000 and a prior loan for expenses of $19,095 was converted into 212,050 shares of common stock.

On September 25, 2015, the Company authorized the issuance of 125,000 shares of common stock as part of an agreement with Daniel Grillo (“Grillo”), a director of the Company, for services from September 25, 2015 through March 31, 2016. The shares are amortized over the period of the agreement. See Note 6.

On October 28, 2015, Viva Entertainment, a subsidiary of the Company, entered into an employment agreement with Johnny Falcones (“Falcones”), for the period October 28, 2015 through December 31, 2018. Falcones was issued on January 2, 2016, warrants to purchase 3,000,000 shares of common stock of the Company, with an exercise price of $0.74. Additionally, Falcones would receive three year warrants to purchase up to 5% of the common stock of Viva Entertainment, at an exercise price of $0.50, which are exercisable in the event that Viva Entertainment is spun out of the Company. Furthermore, Falcones was to receive 375,000 shares of common stock of the Company on a monthly basis, starting on February 1, 2016, for a period of four months, for an aggregate total of 1,500,000 shares of common stock of the Company. On April 6, 2016, as part of the sale of Viva Entertainment, these warrants held by Falcones were cancelled and his employment agreement terminated. See Notes 1 and 6.

On January 2, 2016, the Company issued 3,000,000 warrants for common stock of the Company to Rubakh as a compensation incentive. The warrants mature on January 2, 2021. The exercise price is $0.74 and the warrant has a cashless exercise option. The common stock of the Company current price on the date of issuance was $0.47. The warrants were valued at $0.383 using a Black-Scholes calculation. The Company recorded an expense of $1,149,000. See Note 6.

On January 2, 2016, the Company issued 3,000,000 warrants for common stock of the Company to Falcones as a compensation incentive. The warrants mature on January 2, 2021. The exercise price was $0.74 and the warrant had a cashless exercise option. The common stock of the Company current price on the date of the issuance was $0.47. The warrants were value at $0.383 using a Black-Scholes calculation. The Company recorded an expense of $1,149,000. See Note 6. As part of the April 6, 2016 sale of Viva Entertainment (see Notes 1 and 6), these warrants were cancelled effective the date of issuance.

On March 15, 2016, the Company issued 242,424 shares of common stock to Sophia Rubakh, a relative of Rubakh, in consideration of various consulting administrative and marketing services provided to the Company. The shares were issued with a value of $0.21, or $50,909. See Note 6.

On June 1, 2016, the Company entered into a convertible promissory note with Rubakh, converting $81,364 of payables to Rubakh into the note. The note is non-interest bearing and matures on December 1, 2016. The note has a conversion rate of $0.03 per share. The closing price of the Company’s common stock on the previous day was $0.08. On June 27, 2017, Rubakh converted the principal of $81,364 into 2,712,133 shares of common stock. The conversion resulted in a loss of $298,335. Additionally, beneficial conversion feature expense of $61,134 had been recorded as of the date of conversion. See Notes 5 and 6.

On June 27, 2016, Rubakh converted his convertible promissory note in the amount of $81,364 into 2,712,133 shares of common stock. The conversion price was $0.03 whereas the current stock price was $0.14 therefore, a loss of $298,335 was recorded. See Notes 5 and 6.

On July 1, 2016, the Board of Directors of the Company agreed with Rubakh to reduce his compensation to $75,000 per year and to terminate the monthly issuance of 30,000 shares of common stock and in exchange, Rubakh will receive 30,000 shares of Series B Preferred Stock on a quarterly basis. The initial issuance effective for the period April 1, 2016 through June 30, 2016 was issued on August 29, 2016, and the second issuance for the period July 1, 2016 through September 30,December 31, 2016 was issued on September 1, 2016.

On July 1, 2016, the Board of Directors of the Company agreed with Rubakh to convert $6,000 of accrued compensation into 300,000 shares of common stock, at a conversion rate of $0.02 per share. The current price of the common stock was $0.125, therefore, a loss on conversion of $31,500 was recorded. See Note 6.

For the threesix months ended September 30,December 31, 2016, the Company authorized the issuance of 60,00090,000 shares of Series B preferred stock as part of Rubakh's compensation package. Stock-based compensation of $639,000$697,500 was recorded. See Note 6.

Due to the garnishment of the Company’s bank account, related to LG Capital, LLC and its legal actions against the Company (see Note 8), the Company has no feasible method of conducting business without the use of a bank account. Management of the Company determined that any monies required to operate the Company for the future would be garnished according to the court order. Furthermore, without the ability to utilize a bank account, the Company would potentially have to cease operations, which would be to the detriment of the Company and its shareholders. To enable the Company to continue to conduct business, which is also the only way LG Capital, LLC would be able to have the outstanding balance satisfied, a member of management opted to utilize the bank account for an unrelated company, which is controlled by this member of management, to enable the Company to receive funds and meet its operating needs, as well as to satisfy the outstanding liability to LG Capital, LLC, and the other debt holders and vendors of the Company.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30,DECEMBER 31, 2016

(unaudited)

NOTE 5 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE, NET OF DISCOUNTS

Notes payable and convertible notes payable, all classified as current at September 30,December 31, 2016 and June 30, 2016, consist of the following:

On March 23, 2015, the Company issued a note to Green Construction for $30,400 with 10% interest per annum, as of June 30, 2015 the note had accrued interest of $822. The note was due on October 15, 2015. On July 30, 2015, the Company issued 26,885 to satisfy this debt.

On October 22, 2015, the Company entered into a Securities Purchase Agreement ("Purchase Agreement"), dated as of October 22, 2015, with LG Capital Funding, LLC ("LG"), pursuant to which the Company sold LG a convertible note in the principal amount of $125,000 (the first of four such Convertible Notes each in the principal amount of $125,000 provided for under the Purchase Agreement), bearing interest at the rate of 8% per annum (the "Convertible Note"). Each of the Convertible Notes issuable under the Purchase Agreement provides for a 15% original issue discount ("OID"), such that the purchase price for each Convertible Note is $106,250, and at each closing LG is entitled to be paid $6,000 for legal and other expenses. The Convertible Note provides LG the right to convert the outstanding balance, including accrued and unpaid interest, of such Convertible Note into shares of the Company's common stock at a price ("Conversion Price") for each share of common stock equal to 80% of the lowest trading price of the common stock as reported on the National Quotations Bureau for the OTCQB exchange on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. The Convertible Note is payable, along with interest thereon, on October 22, 2016. As of September 30,December 31, 2016, $9,206$11,253 of interest has been accrued. The convertible note has an OID of 15%, which was recorded at $18,750 of which $8,248 was fully amortized as of September 30,December 31, 2016. The Company recorded a debt discount of $44,643 which, as of September 30,December 31, 2016, $41,959 has beenwas fully amortized. The Company has recordedOn October 14, 2016, the Supreme Court of the State of New York County of Kings, in regards to LG Capital Funding, LLC v. EMS Find, Inc., issued a derivative liabilityjudgment against EMS Find, Inc. in favor of $156,853LG Capital Funding, LLC, in the amount of $135,202, which includes principal and interest (calculated as of September 30, 2016.29, 2016), in regards to the convertible promissory note dated October 22, 2015. The judgment includes an Information Subpoena with Restraining Notice, which addressed the EMS Find, Inc. bank account at TD Bank. As of the date of this filing, $1,304 was garnished.

On December 3, 2015, the Company issued the second convertible note to LG, as discussed, for $125,000. As of September 30,December 31, 2016, $3,260$8,993 of interest has been accrued. The Company has recorded an OID of 15%, which was recorded at $18,750 of which $6,096 was fully amortized as of September 30,December 31, 2016. The Company recorded a debt discount of $85,165 which, as of September 30,December 31, 2016, $27,690 has beenwas fully amortized. The Company has recorded a derivative liability of $214,276$8,993 as of September 30,December 31, 2016.

On July 21, 2016, the Company entered into a convertible promissory note with Old Main Capital, LLC (“Old Main”) for $33,333. The note matures on July 21, 2017 and bears interest at 10%. The convertible promissory note provides for an OID of $3,333, a deduction of $1,250 for Old Main’s legal fees, and $2,500 for Old Main’s legal fees related to the equity purchase agreement. Therefore, the net proceeds to the Company was $26,250. The conversion price is the lower of 65% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. As of September 30,December 31, 2016, $648$1,488 of the OID had been amortized, $6,484$14,886 of the debt discount had been amortized, and there was accrued interest of $658.$1,498. The Company has recorded a derivative liability of $78,333 as of December 31, 2016.

On July 25, 2016, the Company entered into an equity purchase agreement with River North Equity, LLC (“River North”) for up to $2,000,000. On July 25, 2016, the Company entered into a convertible promissory note with River North for $40,000. The convertible promissory note has a maturity date of March 29, 2017 and is non-interest bearing. The conversion price is the lower of 65% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. The convertible promissory note provides for an OID of $3,333, a deduction of $4,000 for River North’s legal fees, and a debt discount of $33,333. As of September 30,December 31, 2016, $904$2,146 of the OID had been amortized, $9,042$21,457 of the debt discount had been amortized, and there was accrued interest of $745.$1,753. The Company has recorded a derivative liability of $93,728 as of December 31, 2016.

On August 10, 2016, the Company entered into a securities purchase agreement with Global Opportunity Group, LLC (“Global”) for $16,500. The Company received net proceeds of $15,000. Additionally, the Company issued 165,000 warrants for common stock with an exercise price of $0.15 per share and have a cashless exercise option (see Note 6). The convertible promissory note provides for an OID of $1,500, a deduction of $1,000 for Global’s legal fees, and a debt discount of $16,500. As of September 30,December 31, 2016, $115$822 of the OID had been amortized, $1,266$5,425 of the debt discount had been amortized, and there was accrued interest of $157.$656. The Company has recorded a derivative liability of $54,330 as of December 31, 2016.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30,DECEMBER 31, 2016

(unaudited)

On August 18, 2016, Global purchased $60,000 of the December 2015 LG note. The conversion feature was 50% of the previous 20 days’ lowest traded price. The acquisition was in two tranches, $30,000 each, thirty days apart. Subsequent to the acquisition of the first $30,000, LG completed the following conversions: on August 29, 2016, $5,000 ($4,500 principal and legal fees of $500) into 250,000 shares, converted at a rate of $0.02 per share, with a loss on conversion of $15,500 as the current stock price was $0.082; on September 2, 2016, $10,000 ($9,500 principal and legal fees of $500) into 500,000 shares, converted at a rate of $0.02 per share, with a loss on conversion of $25,000 as the current stock price was $0.07; on September 13, 2016, $8,500 ($8,000 principal and legal fees of $500) into 680,000 shares, converted at a rate of $0.0125 per share, with a loss on conversion of $18,700 as the current stock price was $0.04, and; on September 26, 2016, $8,500 ($8,000 principal and legal fees of $500) into 1,202,677 shares, converted at a rate of $0.0071 per share, with a loss on conversion of $31,871 as the current stock price was $0.0275 (see Note 6). Subsequent to September 30, 2016, onOn October 7, 2016, Global converted $6,000 ($5,500 principal and legal fees of $500) into 1,000,000 shares, converted at a rate of $0.006 per share, with a loss on conversion of $13,000 as the current stock price was $0.019 (see Note 8)9). On November 9, 2016, Global converted $7,815 ($7,315 principal and legal fees of $500) into 1,563,000 shares, converted at a rate of $0.00468 per share, with a loss on conversion of $23,445 as the current stock price was $0.02 (see Note 9). On November 22, 2016, a default fee of $8,593 was added to the principal balance. On November 28, 2016, Global converted $4,890 ($4,390 principal and legal fees of $500) into 1,420,000 shares, converted at a rate of $0.003444 per share, with a loss on conversion of $23,010 as the current stock price was $0.02 (see Note 9). On December 7, 2016, Global converted $8,550 ($8,050 principal and legal fees of $500) into 1,900,000 shares, converted at a rate of $0.004237 per share, with a loss on conversion of $29,450 as the current stock price was $0.02 (see Note 9). On December 22, 2016, Global converted $7,695 ($7,195 principal and legal fees of $500) into 1,900,000 shares, converted at a rate of $0.003787 per share, with a loss on conversion of $49,305 as the current stock price was $0.03 (see Note 9). As of December 31, 2016, the principal balance is $4,643 and the accrued interest is $95. The Company has recorded a derivative liability of $4,451 as of December 31, 2016.

On August 23, 2016, the Company entered into a securities purchase agreement with EMA Financial, LLC (“EMA”), for $33,000. The Company received net proceeds of $29,700. The convertible promissory note provides for an OID of $3,300, a deduction of $3,000 for EMA’s legal fees, and a debt discount of $33,000. As of September 30,December 31, 2016, $344$1,175 of the OID had been amortized, $3,436$11,753 of the debt discount had been amortized, and there was accrued interest of $564.$1,895. The Company has recorded a derivative liability of $80,035 as of December 31, 2016. On January 17, 2017, EMS converted $5,244, consisting of $4,642 of principal, $102 of accrued interest, and $500 in legal fees, into 2,056,545 shares of common stock. See Notes 6 and 8. The conversion price was $0.00255. A loss on conversion will be recorded accordingly.

On September 12, 2016, LG converted $8,500 of principal of the October 22, 2015 convertible promissory note (see Note 6) into 680,000 shares of common stock. The conversion price, based on a 50% discount, was $0.0125. A loss on conversion will be recorded accordingly.

On October 6, 2016, the Company entered into a convertible promissory note with EMA for $33,000. The note matures on October 6, 2017 and bears interest at 12%. A debt discount of $33,000 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. As of December 31, 2016, $7,775 of the debt discount had been amortized, and there was accrued interest of $944. The Company has recorded a derivative liability of $54,327 as of December 31, 2016.

On December 2, 2016, the Company entered into a convertible promissory note with Global for $18,700. The note matures on December 2, 2017 and bears interest at 12%. The convertible promissory note provides for an OID of $1,700. Therefore, the net proceeds to the Company was $11,500. A debt discount of $18,700 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. As of December 31, 2016, $135 of the OID had been amortized, $1,049 of the debt discount had been amortized, and there was accrued interest of $184. The Company has recorded a derivative liability of $31,890 as of December 31, 2016.

On December 15, 2016, the Company entered into a convertible promissory note with GPL for $40,463. The note matures on July 15, 2017 and bears interest at 10%. A debt discount of $40,463 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. On December 22, 2016, GPL converted $3,000 into 3,000,000 shares of common stock (see Note 6). The conversion was at a rate of $0.001, which was the adjusted rate due to certain conditions of default. A loss on conversion of $87,000 was recorded. On January 17, 2017, GPL converted $4,500 into 4,500,000 shares of common stock (see Notes 6 and 8). The conversion was at a rate of $0.001, which was the adjusted rate due to certain conditions of default. A loss on conversion of $20,250 will be recorded. As of December 31, 2016, $3,054 of the debt discount had been amortized, and there was accrued interest of $188.

On December 13, 2016, the Company entered into a convertible promissory note with GPL for $10,000. The note matures on July 13, 2017 and bears interest at 12%. A debt discount of $10,000 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. As of December 31, 2016, $849 of the debt discount had been amortized, and there was accrued interest of $62. The Company has recorded a derivative liability of $17,154 as of December 31, 2016.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2016

(unaudited)

NOTE 6 – STOCKHOLDERS' DEFICIT

Preferred Stock

Series A Preferred Stock

On March 10, 2015, the Company, with the approval of a majority vote of its Board of Directors approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company's Series A preferred stock (the "Series A Designation" and the "Series A Preferred Stock"). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock and each Series A Preferred Stock share are not convertible into shares of our common stock.

The Company has 1,000,000 shares of Series A Preferred Stock authorized.

On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors.

On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors.

On March 31, 2015, the Company issued 500,000 shares of Series A Preferred Stock as part of the share exchange agreement with EMS Factory, Inc.

On August 5, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the company had issued to him in March 2015. Mr. Shang Fei also has provided the Company with $260,000 of capital of which $210,000 and a prior loan for expenses of $19,095 was converted into 212,050 shares of common stock.

Series B Preferred Stock

On December 21, 2015, the Company filed a Certificate of Designation for its new Series B Convertible Preferred Stock with the State of Nevada following approval by the board of directors of the Company. Five Hundred (500,000) Thousand shares of the Company's authorized preferred stock are designated as the Series B Convertible Preferred Stock (the "Series B Preferred Stock"), par value of $0.001 per share and with a stated value of $0.001 per share (the "Stated Value"). Holders of Series B Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors out of funds legally available therefor. At any time and from time to time after the issuance of shares of the Series B Preferred Stock, each issued share of Series B Preferred Stock is convertible into One (100) Hundred shares of Common Stock ("Conversion Ratio"). The holders of the Series B Preferred Stock shall have the right to vote together with holders of Common Stock, on an as "converted basis", on any matter that the Company's shareholders may be entitled to vote on, either by written consent or by proxy. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series B Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series B Preferred Stock an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall be made to the holders of any junior securities. If, at any time while any shares of Series B Preferred Stock remain outstanding ("Outstanding Shares"), the Company effectuates a stock split or reverse stock split of its Common Stock or issues a dividend on its Common Stock consisting of shares of Common Stock, the Conversion Ratio will be equitably adjusted to reflect such action with respect to Outstanding Shares at the record date of such split.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016

(unaudited)

On July 1, 2016, the Board of Directors of the Company agreed with Rubakh to reduce his compensation to $75,000 per year and to terminate the monthly issuance of 30,000 shares of common stock and in exchange, Rubakh will receive 30,000 shares of Series B Preferred Stock on a quarterly basis with the initial issuance effective for the period April 1, 2016 through June 30, 2016 were issued on August 29, 2016, and the second issuance for the period July 1, 2016 through September 30, 2016 were issued on September 1, 2016, and the third issuance for the period October 1, 2016 through December 31, 2016 were issued on November 1, 2016. Stock-based compensation of $639,000 was recorded. See Note 4.

For the six months ended December 31, 2016, the Company authorized the issuance of 90,000 shares of Series B preferred stock as part of Rubakh's compensation package. Stock-based compensation of $697,500 was recorded. See Note 4.

Common Stock

On July 22, 2015, the Company sold 48,245 shares of common stock for $55,000.

On July 30, 2015, the Company issued 26,885 shares of common stock for debt converted of $31,465. The balance of $115 was forgiven.

On August 5, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the company had issued to him in March 2015. Mr. Shang Fei also has provided the Company with $260,000 of capital of which $210,000 and a prior loan for expenses of $19,095 was converted into common stock. On August 6, 2015, the Company issued 17,606 shares of common stock for debt converted of $19,015 and 194,444 shares of common stock for debt converted of $210,000, for a total of 212,050 shares of common stock. See Note 4.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2016

(unaudited)

On September 25, 2015, the Company authorized the issuance of 125,000 shares of common stock as part of an agreement with Grillo, a director of the Company, for services from September 25, 2015 through March 31, 2016. The shares are amortized over the period of the agreement. See Note 4.

On March 15, 2016, the Company issued 242,424 shares of common stock to Sophia Rubakh, a relative of Rubakh, in consideration of various consulting administrative and marketing services provided to the Company. The shares were issued with a value of $0.21, or $50,909. See Note 4.

On April 25, 2016, the Company issued 500,000 shares of common stock to Falcones as compensation for his services. The shares were issued with a value of $0.21 or $105,000.

On June 27, 2016, Rubakh converted his convertible promissory note in the amount of $81,364 into 2,712,133 shares of common stock. The conversion price was $0.03 whereas the current stock price was $0.14 therefore, a loss of $298,335 was recorded. See Notes 4 and 5.

On July 1, 2016, the Board of Directors of the Company agreed with Rubakh to convert $6,000 of accrued compensation into 300,000 shares of common stock, at a conversion rate of $0.02 per share. The current price of the common stock was $0.125, therefore, a loss on conversion of $31,500 was recorded. See Note 4.

On August 29, 2016, Global converted $5,000 ($4,500 principal and legal fees of $500) of its note dated August 10, 2016 (see Note 5), into 250,000 shares, converted at a rate of $0.02 per share, with a loss on conversion of $15,500 as the current stock price was $0.082.

On September 2, 2016, Global converted $10,000 ($9,500 principal and legal fees of $500) of its note dated August 10, 2016 (see Note 5), into 500,000 shares, converted at a rate of $0.02 per share, with a loss on conversion of $25,000 as the current stock price was $0.07.

On September 13, 2016, Global converted $8,500 ($8,000 principal and legal fees of $500) of its note dated August 10, 2016 (see Note 5), into 680,000 shares, converted at a rate of $0.0125 per share, with a loss on conversion of $18,700 as the current stock price was $0.04.

On September 26, 2016, Global converted $8,500 ($8,000 principal and legal fees of $500) of its note dated August 10, 2016 (see Note 5), into 1,202,677 shares, converted at a rate of $0.0071 per share, with a loss on conversion of $31,871 as the current stock price was $0.0275.

On October 7,6, 2016, Global converted $6,000 ($5,500 principal and legal fees of $500) of its note dated August 10, 2016 (see Notes 5 and 8)Note 5), into 1,000,000 shares, converted at a rate of $0.006 per share, with a loss on conversion of $13,000$23,000 as the current stock price was $0.019.$0.029.

ForOn November 9, 2016, Global converted $7,815 ($7,315 principal and legal fees of $500) of its note dated August 10, 2016 (see Note 5), into 1,563,000 shares, converted at a rate of $0.00468 per share, with a loss on conversion of $23,445 as the three months ended September 30,current stock price was $0.02.

On November 28, 2016, Global converted $5,890 ($5,390 principal and legal fees of $500) of its note dated August 10, 2016 (see Note 5), into 1,420,000 shares, converted at a rate of $0.004148 per share, with a loss on conversion of $22,010 as the Company authorizedcurrent stock price was $0.02.

On December 7, 2016, Global converted $8,550 ($8,050 principal and legal fees of $500) of its note dated August 10, 2016 (see Note 5), into 1,900,000 shares, converted at a rate of $0.004237 per share, with a loss on conversion of $29,450 as the issuancecurrent stock price was $0.02.

On December 22, 2016, Global converted $7,695 ($7,195 principal and legal fees of 60,000$500) of its note dated August 10, 2016 (see Note 5), into 1,900,000 shares, converted at a rate of $0.003787 per share, with a loss on conversion of $49,305 as the current stock price was $0.03.

On December 22, 2016, GPL converted $3,000 of its note dated August 10, 2016 (see Note 5), into 3,000,000 shares, converted at a rate of $0.001 per share, with a loss on conversion of $87,000 as the current stock price was $0.03.

On January 17, 2017, GPL converted $4,500 of its note dated August 10, 2016 (see Notes 5 and 9), into 4,500,000 shares, converted at a rate of $0.001 per share, with a loss on conversion of $20,250 as the current stock price was $0.0055.

On January 17, 2017, EMS converted $5,244, consisting of $4,642 of principal, $102 of accrued interest, and $500 in legal fees, into 2,056,545 shares of Series B preferred stock as part of Rubakh's compensation package. Stock-based compensation of $639,000common stock. The conversion was recorded. See Note 4.for the note dated August 23, 2016 (see Notes 5 and 9). The conversion price was $0.00255. A loss on conversion will be recorded accordingly.

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Table of Contents

EMS FIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30,DECEMBER 31, 2016

(unaudited)

Warrants

The Company has granted warrants to officers and directors. Warrant activity for officers and directors for the three months ended September 30,December 31, 2016 is as follows: