U.S.
SECURITIES AND EXCHANGE COMMISSION





WASHINGTON,
D.C. 20549





FORM 10-Q/A


(Amendment No. 1)





(Mark
One)





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





For the
quarterly period ended March 31, 2020





☐ 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 001-10196








AFTERMASTER, INC.


(Exact
name of Registrant as specified in its charter)





DELAWARE
23-2517953(State
or other jurisdiction of incorporation or
organization)
(IRS
Employer Identification No.)





6671 Sunset Blvd., Suite 1520


Hollywood, CA 90028





(Address of
principal executive offices) (Zip Code)





(310) 657-4886


(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





Indicate
by check mark whether the Registrant has submitted electronically
and posted on its corporate web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T during the preceding 12 months (or for such
shorter period that the Registrant was required to submit and post
such files).





☒ Yes ☐ No (Not
required)





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.





Large
accelerated filer
☐
Accelerated
filer
☐Non-accelerated
filer
☐
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





At July
17, 2020, the number of shares outstanding of Common Stock, $0.001
par value, was 704,519,638 shares.


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EXPLANATORY NOTE





Aftermaster, Inc. (the “Company”) is filing this
Amendment No. 1 on Form 10-Q/A (this “Amendment”) to
amend the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2020 (the “Original Form
10-Q”). This Amendment is being filed solely to refer to
adjustments to Item 1A. Risk Factors to the Original Form 10-Q in
response to comments the Company received from the Securities and
Exchange Commission (the “SEC”) on disclosing the
conditions and reasons for the Company’s exemption under
Release No. 34-88465, COVID-19 Order. Nothing in the Form 10-Q is
being amended other than the changes to Item 1A as described
above.





This Amendment should be read in conjunction with the Original Form
10-Q and the Company’s other filings with the SEC. Except as
stated herein, this Amendment does not reflect events occurring
after the filing of the Original Form 10-Q with the SEC on July 6,
2020 and no attempt has been made in this Amendment to modify or
update other disclosures as presented in the Original Form
10-Q.











ITEM 1A - RISK FACTORS





The
Company is supplementing the risk factors previously disclosed in
its most recent periodic reports filed under the Securities
Exchange Act of 1934 with the following risk factor:





Our
financial performance and operations have been delayed due to the
impact of the Corona Virus pandemic which has also slowed down
investor funding opportunities.





The
recent outbreak of a strain of coronavirus (COVID-19) in the U.S.
has had an unfavorable impact on our business operations. Mandatory
closures of businesses imposed by the federal, state and local
governments to control the spread of the virus is disrupting the
operations of our management, business and finance teams. In
addition, the COVID-19 outbreak has adversely affected the U.S.
economy and financial markets, which may result in a long-term
economic downturn that could negatively affect future performance.
The extent to which COVID-19 will impact our business and our
consolidated financial results will depend on future developments
which are highly uncertain and cannot be predicted at the time of
the filing of this Form 8-K, but we hope to limit the impact on our
business, results of operations and financial
condition.





























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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.





AFTERMASTER, INC.Date:
July 17, 2020
By:
/s/
Larry RyckmanLarry
Ryckman,Title:
Director, President, Chief Executive Officer











AFTERMASTER, INC.Date:
July 17, 2020
By:
/s/
Mirella ChavezMirella
ChavezTitle:
Chief Financial Officer, Secretary









































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