What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-12-23 compared with 2020-05-14 · 490 added, 633 removed, 59 unchanged (95% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

common stock is quoted on the OTCQB Tier of the OTC Markets under the symbol “BMTM.”

The last sale price of our common

stock as reported on the OTCQB on May 14, 2019 was $1.70 per share.

As of May 14, 2020, there were approximately 389 record owners

of our common stock.

have never paid cash dividends on our common stock.

Payment of dividends will be within the sole discretion of our board of directors

and will depend, among other factors, upon our earnings, capital requirements and our operating and financial condition.

under Florida law, we may declare and pay dividends on our capital stock either out of our surplus, as defined in the relevant

Florida statutes, or if there is no such surplus, out of our net profits for the year in which the dividend is declared and/or

the preceding year.

If, however, the capital of our company computed in accordance with the relevant Florida statutes, has been

diminished by depreciation in the value of our property, or by losses, or otherwise, to an amount less than the aggregate amount

of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets,

we are prohibited from declaring and paying out of such net profits any dividends upon any shares of our capital stock until the

deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the

distribution of assets shall have been repaired.

of December 31, 2020, the Company’s common stock trades at low volumes on the OTCQB Tier of the OTC Markets under the symbol “BMTM.”

The approximate number of holders of record of the Company’s common stock at November 17, 2021 was 701.

The last sale price of

our common stock as reported on the OTCQB on June 30, 2021 was $0.45 per share.

The last sale price of our common stock as reported on

the OTC Pink Market on September 30, 2021 was $0.23 per share.

at the close of business on June 30, 2021 the Company’s stock ceased trading on the OTCQB and its shares began trading on the OTC

Pink Market on July 1, 2021.

The common stock will continue to trade with the symbol BMTM.

Effective September 30, 2021, the Company’s

stock ceased trading on the OTC Pink Market and began trading on the OTC EXPERT market.

Company has not declared nor paid any cash dividend on its common stock, and it currently intends to retain future earnings, if any,

to finance the expansion of its business, and the Company does not expect to pay any cash dividends in the foreseeable future.

whether to pay cash dividends on its common stock will be made by its board of directors, in their discretion, and will depend on the

Company’s financial condition, results of operations, capital requirements and other factors that its board of directors considers

sales of unregistered securities

2020, the Company sold an aggregate of 10,398,700 units of its securities to 167 accredited investors in a private placement exempt from

registration under the Securities Act in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D resulting

in gross proceeds to the Company of $5,199,350.

Each unit, which was sold at a purchase price of $0.50, consisted of one share of common

stock and one five-year warrant to purchase one share of common stock at an exercise price of $0.75 per share.

Spartan Capital Securities,

LLC (“Spartan Capital”) served as placement agent for the Company in this offering.

As compensation for its services, Spartan

Capital held back $779,903 for commissions, providing cash to the Company of $4,419,447.

From this amount, Spartan Capital deducted $165,000

to pay the accrued finder’s fee for the Oceanside acquisition, and $275,000 in other consulting fees, and $401,750 in success and

escrow fees resulting in net cash received by the Company of $3,577,697.

The Company issued Spartan Capital Placement Agents Warrants

to purchase an aggregate of 1,039,870 shares of our common stock, including the cash commission and Placement Agent Warrants issued pursuant

to the closings included in the Company’s consolidated statement of changes in shareholders’

equity for the year ended December

2020, a former employee exercised 50,000 stock options for $6,950.

A current employee exercised 80,000 stock options for $11,112.

November 2019, we borrowed an aggregate of $80,000 from Mr.

Kip Speyer under the terms of five year convertible promissory notes.

The notes, which bear interest at 10% per annum, are convertible at his option into shares of our common stock at a conversion

price of $0.40 per share.

If the notes have not previously been converted, the principal and any accrued but unpaid interest automatically

converts into shares of our common stock on the maturity date of the notes.

We did not pay any commissions or finders fees and

Speyer is an accredited investor.

The issuance of the notes were exempt from registration under the Securities Act of 1933,

as amended (the “Securities Act”) in reliance on an exemption provided by Section 4(a)(2) of that act.

proceeds for working capital.

notes, which bear interest at 10% per annum, are convertible at his option into shares of our common stock at a conversion price of $0.40

If the notes have not previously been converted, the principal and any accrued but unpaid interest automatically converts

into shares of our common stock on the maturity date of the notes.

We did not pay any commissions or finders fees and Mr.

accredited investor.

The issuance of the notes was exempt from registration under the Securities Act of 1933, as amended (the “Securities

Act”) in reliance on an exemption provided by Section 4(a)(2) of that act.

We used the proceeds for working capital.

December 30, 2019, we issued 100,000 shares of our common stock to an accredited investor upon the automatic conversation of 100,000

shares of our 10% Series A convertible preferred stock together with accrued but unpaid dividends on those shares.

In accordance

with the designations, rights and preferences of the 10% Series A convertible preferred stock, those shares automatically converted

into shares of our common stock on a one for one basis on the fifth anniversary of the date of issuance of such shares.

of the shares of our common stock upon the conversion were exempt from registration under Securities Act in reliance on an exemption

provide by Section 3(a)(9) of such act, and the issuance of the shares of our common stock as dividends on such shares were exempt

from registration in reliance on an exemption provided by Section 4(a)(2) of the Securities Act.

2019, the Company sold an aggregate of 2,570,860 units of its securities to 20 accredited investors in two private placements

exempt from registration under the Securities Act in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation

D resulting in gross proceeds to the Company of $1,285,430.

A total of 1,270,000 units were sold under the first private placement

dated February 14, 2019 at a purchase price of $0.50 per share resulting in gross proceeds of $635,000.

Each unit was sold at

a purchase price of $0.50, and consisted of one share of common stock and one five-year warrant to purchase one share of common

stock at an exercise price of $0.75 per share.

On April 22, 2019 the Company amended the private placement to include a second

warrant to purchase one share of common stock at an exercise price of $1.00 per share.

970,500 units were sold at a purchase price

of $0.50 per unit resulting in gross proceeds of $485,250.

We used $1,008,225 of the proceeds to issue 6% promissory notes to

Inform, Inc as a part of the potential acquisition.

On July 15, 2019 these two offerings were terminated and replaced with a private

placement offering units at a purchase price of $0.50 consisting of one share of common stock, one five-year warrant to purchase

one share of common stock at an exercise price of $0.75 per share, and a second warrant to purchase one share of common stock

at an exercise price of $1.00 per share.

A total of 330,360 units were sold under the private placement dated July 15, 2019 units

In accordance with

the designations, rights and preferences of the 10% Series A convertible preferred stock, those shares automatically converted into shares

of our common stock on a one for one basis on the fifth anniversary of the date of issuance of such shares.

The issuance of the shares

of our common stock upon the conversion were exempt from registration under Securities Act in reliance on an exemption provide by Section

3(a)(9) of such act, and the issuance of the shares of our common stock as dividends on such shares were exempt from registration in

reliance on an exemption provided by Section 4(a)(2) of the Securities Act.

2019, the Company sold an aggregate of 2,570,860 units of its securities to 20 accredited investors in two private placements exempt

from registration under the Securities Act in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D resulting

in gross proceeds to the Company of $1,285,430.

A total of 1,270,000 units were sold under the first private placement dated February

14, 2019, at a purchase price of $0.50 per share resulting in gross proceeds of $635,000.

We used $148,662 of the proceeds to issue 6% promissory

notes to Inform, Inc as a part of the potential acquisition.

The investors in the first offering dated February 14, 2019 were

required to subscribe for the second warrant offered in the April 22, 2019 amendment in a private placement dated July 11, 2019

which terminated on July 31, 2019 with no ability to extend.

A total of 980,000 warrants were issued to eleven investors in the

first private placement who subscribed for the second warrant.

Each unit was sold at a purchase price of $0.50

and consisted of one share of common stock and one five-year warrant to purchase one share of common stock at an exercise price of $0.75

On April 22, 2019, the Company amended the private placement to include a second warrant to purchase one share of common stock

at an exercise price of $1.00 per share.

970,500 units were sold at a purchase price of $0.50 per unit resulting in gross proceeds of

We used $1,008,225 of the proceeds to issue 6% promissory notes to Inform, Inc as a part of the potential acquisition.

15, 2019, these two offerings were terminated and replaced with a private placement offering units at a purchase price of $0.50 consisting

of one share of common stock, one five-year warrant to purchase one share of common stock at an exercise price of $0.75 per share, and

a second warrant to purchase one share of common stock at an exercise price of $1.00 per share.

A total of 330,360 units were sold under

the private placement dated July 15, 2020 at a purchase price of $0.50 per share resulting in gross proceeds of $165,180.

We used $148,662

of the proceeds to issue 6% promissory notes to Inform, Inc as a part of the potential acquisition.

The investors in the first offering

dated February 14, 2020 were required to subscribe for the second warrant offered in the April 22, 2020 amendment in a private placement

dated July 11, 2019 which terminated on July 31, 2019 with no ability to extend.

A total of 980,000 warrants were issued to eleven investors

in the first private placement who subscribed for the second warrant.

Three investors did not subscribe for the second warrant.

1 unchanged sentence

We are using the proceeds for general working capital.

Kip Speyer, the Company’s Chairman and Chief Executive Officer, purchased an aggregate of 1,200,000 shares

of Series A-1 Stock at a purchase price of $0.50 per share.

2019, the Company sold an aggregate of 750,000 units of its securities to 3 accredited investors in a private placement exempt

from registration under the Securities Act in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation

D resulting in gross proceeds to the Company of $300,000.

Each unit, which was sold at a purchase price of $0.40, consisted of

one share of common stock and one five-year warrant to purchase one share of common stock at an exercise price of $0.65 per share.

the foregoing unit sales, we granted purchasers of the units demand and piggy-back registration rights with respect to the shares

of our common stock included in the units and the shares of common stock issuable upon the exercise of the warrants.

we are obligated to file a resale registration statement within 120 days following the closing of these offerings covering the

shares of our common stock issuable upon the exercise of the warrants.

We failed to timely file this resale registration statement,

then within five business days of the end of month we will pay the holders an amount in cash, as partial liquidated damages, equal

to 2% of the aggregate purchase price paid by the holder for each 30 days, or portion thereof, until the earlier of the date the

deficiency is cured or the expiration of six months from filing deadline.

We will keep any such registration statement effective

until the earlier of the date upon which all such securities may be sold without registration under Rule 144 or the date which

is six months after the expiration of the warrants.

We are obligated to pay all costs associated with this registration statement,

other than selling expenses of the holders.

Kip Speyer, the Company’s Chairman of the Board, purchased an aggregate of 1,200,000 shares of Series A-1 Stock at

a purchase price of $0.50 per share.

2019, the Company sold an aggregate of 750,000 units of its securities to 3 accredited investors in a private placement exempt from registration

under the Securities Act in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D resulting in gross proceeds

to the Company of $300,000.

Each unit, which was sold at a purchase price of $0.40, consisted of one share of common stock and one five-year

warrant to purchase one share of common stock at an exercise price of $0.65 per share.

the foregoing unit sales, we granted purchasers of the units demand and piggy-back registration rights with respect to the shares of

our common stock included in the units and the shares of common stock issuable upon the exercise of the warrants.

In addition, we are

obligated to file a resale registration statement within 120 days following the closing of these offerings covering the shares of our

common stock issuable upon the exercise of the warrants.

We failed to timely file this resale registration statement, then within five

business days of the end of month we will pay the holders an amount in cash, as partial liquidated damages, equal to 2% of the aggregate

purchase price paid by the holder for each 30 days, or portion thereof, until the earlier of the date the deficiency is cured or the

expiration of six months from filing deadline.

We will keep any such registration statement effective until the earlier of the date upon

which all such securities may be sold without registration under Rule 144 or the date which is six months after the expiration of the

We are obligated to pay all costs associated with this registration statement, other than selling expenses of the holders.

terms of the warrants include:

exercise price is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations,

reclassifications or similar events affecting our common stock and also upon any distributions of assets, including cash,

stock or other property to our shareholders;

we fail to timely file the resale registration statement described above or at any time thereafter during the exercise period

there is not an effective registration statement registering such shares, or the prospectus contained therein is not available

for the issuance of the such shares to the holder for a period of at least 60 days following the delivery of a suspension

notice (as described in the warrants), then the warrants may also be exercised, in whole or in part, at such time by means

of a “cashless exercise”

in which case the holder would receive upon such exercise the net number of shares of

common stock determined according to the formula set forth in the warrants;

that there is an effective registration statement registering the shares of common stock issuable upon exercise of the warrant,

during the exercise period, upon 30 days prior written notice to the holder following the date on which the last sale price

of our common stock equals or exceeds $1.50 per share for 10 consecutive trading days, as may be adjusted for stock splits,

stock dividends and similar corporate events, if the average daily trading volume of our common stock is not less than 30,000

shares during such 10 consecutive trading day period, we have the right to call any or all of the warrants at a call price

of $0.01 per underlying share;

reclassifications or similar events affecting our common stock and also upon any distributions of assets, including cash, stock or other

property to our shareholders;

we fail to timely file the resale registration statement described above or at any time thereafter during the exercise period there is

not an effective registration statement registering such shares, or the prospectus contained therein is not available for the issuance

of the such shares to the holder for a period of at least 60 days following the delivery of a suspension notice (as described in the

warrants), then the warrants may also be exercised, in whole or in part, at such time by means of a “cashless exercise”

which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set

forth in the warrants;

that there is an effective registration statement registering the shares of common stock issuable upon exercise of the warrant, during

the exercise period, upon 30 days prior written notice to the holder following the date on which the last sale price of our common stock

equals or exceeds $1.50 per share for 10 consecutive trading days, as may be adjusted for stock splits, stock dividends and similar corporate

events, if the average daily trading volume of our common stock is not less than 30,000 shares during such 10 consecutive trading day

period, we have the right to call any or all of the warrants at a call price of $0.01 per underlying share;

holder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates) would beneficially

own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise,

as such percentage ownership is determined in accordance with the terms of the warrants;

provided, however , that any

holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon at least 61 days’

prior notice from the holder to us.

own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as

such percentage ownership is determined in accordance with the terms of the warrants;

provided, however , that any holder may

increase or decrease such percentage to any other percentage not in excess of 9.99% upon at least 61 days’

prior notice from

the holder to us.

of equity securities by the issuer and affiliated purchasers

3 unchanged sentences

following discussion of our consolidated financial condition and results of operations for the years ended December 31, 2020 and 2019

2018 should be read in conjunction with the audited consolidated financial statements and the notes to those statements that are

included elsewhere in this report.

Our discussion includes forward-looking statements based upon current expectations that involve

risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of events could

differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those

set forth under Item 1A.

Risk Factors appearing elsewhere in this report.

should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere

in this Annual Report on Form 10-K.

Our discussion includes forward-looking statements based upon current expectations that involve risks

and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of events could differ materially

from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk

Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this prospectus.

We use words such as “anticipate”,

“estimate,”

“plan,”

“project,”

“continuing,”

“ongoing,”

“expect,”

“believe,”

“intend,”

“may,”

“will,”

“should,”

“could,”

and similar expressions

to identify forward-looking statements.

we have operated as a digital media holding company for online assets primarily targeted to the military and public safety sectors.

In addition to our corporate website, we own and/or manage 24 websites which are customized to provide our niche users, including

active, reserve and retired military, law enforcement, first responders and other public safety employees with products, information

and news that we believe may be of interest to them.

We also own an ad network which was acquired in September 2017.

have placed a particular emphasis on providing quality content on our websites to drive traffic increases.

Our websites feature

timely, proprietary and aggregated content covering current events and a variety of additional subjects targeted to the specific

demographics of the individual website.

Our business strategy requires us to continue to provide this quality content to our niche

markets and to grow our business, operations and revenues both organically and through acquisitions as we expand our business

past the original niche markets into mainstream digital audiences.

key component of our growth is through the acquisition of certain strategic assets to complete a fully integrated platform which

reduces the product-to-market process for digital ad delivery to one step.

Currently, the digital ad delivery market is very fragmented

and inefficient for brands, agencies, and publishers.

Inefficiencies have impacted the return on ad spend, the ability to reach

the target markets, and the profitability of digital publishers who are responsible for the aggregation of the target demographic.

Point solutions exist in various “single-product”

companies which can be incorporated into a one integrated platform

for all participants in the process to deploy.

We are in a very unique position to deploy this strategy successful since our business

unit currently span the entire process.

With the addition of key strategic assets, we will benefit from scaled solutions, build

trust and confidence with ad buyers and publishers, and retain a higher percentage of the ad buy.

addition, the expansion in our ad network business is a key focus.

Our ad network creates revenue from other publisher’s

content, as well as our own, in the form of a revenue share based on ad impressions we deliver.

For this reason, the managerial

focus will be in increasing our total impressions delivered to grow our total advertising revenue.

Last year, we delivered approximately

12.4 billion advertising impressions.

These impressions include both our targeted demographics and the larger general demographics

from our ad network.

2019 we have grown our business through sales efforts including:

favorable contract terms with many key advertising demand parties;

relationships with approximately 200 digital publishers;

400 RTB clients;

software to collect and report results for publisher clients;

and software to quickly and efficiently detect fraudulent traffic;

scalable sales and ad operations functions;

significant content, publisher, and direct ad buying relationships;

key technology related to player behavior, ad products, and customization for key publishers.

believe that the exit from all of our E-commerce businesses at December 31, 2018 will allow us to concentrate all of our resources

to our best and fastest growing business opportunities.

While we are presently accessing third party RTB platforms, we are currently

working on the development of our own proprietary RTB platform, display and video ad serving software, and header bidding technology,

as we move to vertically integrate higher margin software products into our ad network business model.

The platform, is being

developed for us by AdsRemedy, a third party consulting firm that provides support services to us.

During 2019 we completed two

acquisitions of complementary companies within our industry resulting in expansion of our RTB platform efforts and direct advertisement

placements on various websites.

the year ended December 31, 2019, we reported a loss from continuing operations of $3,265,289, a loss of $136,734 related

to discontinued operations, net cash used in operating activities of $2,669,726 and we had an accumulated deficit of $20,444,798

at December 31, 2019.

The report of our independent registered public accounting firm on our audited consolidated financial statements

at December 31, 2019 and 2018 and for the years then ended contains an explanatory paragraph regarding substantial doubt of our

ability to continue as a going concern based upon our net losses, cash used in operations and accumulated deficit.

These factors,

among others, raise substantial doubt about our ability to continue as a going concern.

Our audited consolidated financial statements

appearing elsewhere in this report do not include any adjustments that might result from the outcome of this uncertainty.

are no assurances we will be successful in our efforts to significantly increase our revenues or report profitable operations

or to continue as a going concern, in which event investors would lose their entire investment in our company.

“estimate”, “plan”, “project”, “continuing”, “ongoing”, “expect”,

“believe”, “intend”, “may”, “will”, “should”, “could”

expressions to identify forward-looking statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) gives effect to

certain adjustments made to our previously reported consolidated financial statements as of and for the year ended December 31, 2019.

Due to the restatement of these periods, the data set forth in this MD&A may not be comparable to discussions and data included in

our previously filed Annual Reports on Form 10-K for 2019.

Refer to Note 2, “Restatement of Previously Issued Consolidated Financial

Statements,”

in Part II, Item 8, “Financial Statements and Supplementary Data”

of the accompanying audited financial

statements for further details related to the Restatement and immaterial correction of errors and the impact on our consolidated financial

January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern”

and on March 11, 2020, declared COVID-19 a pandemic.

The spread of COVID-19, a novel strain of coronavirus, has and continues to alter

the behavior of business and people in a manner that is having negative effects on local, regional and global economies.

pandemic has caused disruptions in the services we provide.

The COVID-19 pandemic has resulted in many states and countries imposing

orders resulting in the closure of non-essential businesses, including many companies which advertise digitally.

During 2021, we continued

seeing lower advertising dollar spend in the first half of the year, but saw a rebound during the second half of 2021 as the health crisis

improved supported by higher travel rates, national vaccination programs, higher vaccination rates for the general public and a broader

age distribution of vaccines permitting lower aged children to obtain the vaccinations.

It appears the pandemic will continue into 2022,

but the digital ad spend dollars appears to be on an uptrend which would be positive for our industry.

Mountain Media, Inc.

is engaged in operating a proprietary, end-to-end digital media and advertising services platform designed to connect

brand advertisers with demographically-targeted consumers –

both large audiences and more granular segments –

across digital,

social and connected television (“CTV”) publishing formats.

We define “end-to-end”

as our process for taking

ad buying from beginning to end, delivering a complete functional solution, usually without requiring any involvement from a third party.

acquisitions and organic software development initiatives, we have consolidated and plan to further condense key elements of the prevailing

digital advertising supply chain through the elimination of industry “middlemen”

and/or costly redundancy of services.

aim is to enable and support a streamlined, end-to-end advertising model that addresses both demand (ad buy side) and supply (media sell

side) for both direct sales teams and programmatic sales and publishing of digital advertisements that reach specific target audiences

based on what, where, when and how that specific target audience elects to access certain web and/or streaming video content.

advertising relies on computer programs to use data and proprietary algorithms to select which ads to buy and for what price, while direct

sales involves traditional interpersonal contact between ad buyers and advertising sales representative(s).

selling advertisements on our current portfolio of 20 owned and operated websites and 13 CTV apps, coupled with acquisition or

development of other niche web properties in the future, we are building depth in specific demographic verticals that allow us to package

audiences into targeted consumer categories valued by advertisers.

currently own parenting and lifestyle domains CafeMom, Mom.com, LittleThings, Revelist, BabyNameWizard and MamasLatinas.

Wild Sky Media’s

diverse website portfolio averages more than 100 million page views per month.

These particular web assets are the foundation of one

of Bright Mountain Media’s audiences –

women between the ages of 19-54, which we believe appeal to brands focused on marketing

consumer products and providing products and services relating to parenting, insurance, mortgages, health, lifestyle and travel, among

Major brands on our platform connecting with consumers using our parenting and lifestyle domains include Amazon, Target, Disney,

Unilever, Clorox and Warner Brothers.

advertisers leverage our end-to-end platform for serving ads on web and CTV apps we own and operate, Bright Mountain Media retains 100%

of the advertising dollars spent for the ads, also referred to as “advertising spend.”

If advertisements are placed on our

partner publishers’

websites through our platform, they, too, benefit, earning up to 50% of the advertising spend.

This compares

to a revenue yield of 30% or less of the advertising spend when ads are served through the conventional supply chain model.

of Operations

For the Year Ended

December 31, 2019

(As Restated)

Cost of revenues

Selling, general and administrative expenses

Impairment expense –

Intangible assets

Impairment expense –

Loss from continuing operations

Total other income (expense)

(72,925,286 )

Total other income

Net loss from continuing operations

(73,281,936 )

Discontinued operations

Net loss before tax

(73,281,936 )

Income tax benefit

(72,714,422 )

Total preferred stock dividends

2 unchanged sentences

$ (4,494,058 )

revenues increased approximately $5,263,000 or 303% in 2019 over 2018.

$1,780,000 or 33% of the increase is attributable to organic

growth with the remaining $2,841,000 due to the acquisition of S&W on August 15, 2019 and $642,000 due to the acquisition

of MediaHouse on November 18, 2019.

The organic growth is due to the increased activity with our existing customers and the acquisition

of significant key customers during the fourth quarter of 2019.

With our operational focus on expanding the advertising impression

business we expect that our revenues will increase in 2020, although there can be no assurances.

of sales as a percentage of revenues increased approximately 4%, from approximately 79% in 2018 to approximately 83% in 2019.

During 2019 we offered publishers favorable payouts in an effort to attract more publishers to our ad network as we expanded its

operations, which resulted in the decrease in our gross profit margins.

As we continue to expand our direct ad placement platform

operations during 2020 we will seek to increase our gross margins.

However, as we operate in a highly competitive industry, there

are no assurances our efforts will be successful.

revenues increased approximately $9.1 million or 137% in 2020 over 2019.

Organically, there was a decrease in Revenues of $0.4 million

which was offset by an increase of $9.5 million attributable to the acquisition of Wild Sky Media on June 1, 2020.

The organic decline

was principally related to the COVID-19 impact on digital ad spend where there was significant contraction in spend by brands and agencies.

The contraction receded during late Q3 2020 and continued improving during Q4 2020.

of revenue as a percentage of revenues decreased approximately 37%, from approximately 87% in 2019 to approximately 50% in 2020 thereby

increasing gross profit margins from 13% during 2019 to 50% in 2020.

During 2020, we incorporated the Wild Sky acquisition which, as

a digital publisher, has higher gross margins than our ad network businesses.

As we continue to expand our digital publishing business

and make enhancements to our ad network platform operations during 2021, we will seek to continue to increase our gross margins.

as we operate in a highly competitive industry, there are no assurances our efforts will be successful.

2020, we recorded impairment expenses related to goodwill and intangible assets amounting to approximately $42.3 million and $16.5 million,

respectively.

These were non-recurring events in 2020 driven in part by the COVID-19 pandemic, that were not present in 2019.

year 2020 has been marked by the COVID-19 Global pandemic when many companies in various industries were forced to restructure their

advertising budgets and spending.

This caused a significant contraction of economic activity at the beginning in the first months of

the year and has continued.

Although there are recent signs of improvement with significant GDP gains, many companies have yet to reinstate

their advertising budgets and/or have changed the way they are spending these budgets.

Many advertisers have moved away from direct ad

buys in favor of programmatic distribution with its lower costs.

The fair value of the respective reporting units was determined based

on both the Income Approach (Discount Cash Flows) and the Market Multiples Approach.

In September 2020, it was determined that the carrying

value of the Goodwill associated with the Ad Network reporting unit exceeded the fair value of the Goodwill and in September 2020, the

Company recorded an impairment charge of $42.3 million.

No such adjustment was recorded for the Owned & Operated reporting unit as

it was determined not to be impaired.

we performed an assessment of our finite-lived intangibles based on indicators of impairment noted by management, including decreased

It was determined that the carrying values of the finite lived intangible assets associated with Oceanside did not exceed the

respective fair values of the assets, therefore no impairment associated with these assets has been recognized.

It was determined

that the finite lived intangible assets associated with MediaHouse were deemed impaired based on an analysis of the carrying values and

fair values of the assets.

In September 2020, the Company recorded an impairment charge of $16.5 million.

General and Administrative (“SG&A”) Expenses

expenses increased by approximately $4,563,000 for 2019 compared to 2018.

Our selling, general and administrative expenses were

114% of our total revenues for 2019 as compared to 201% for 2018.

The increase in our SG&A expenses reflects increases in

both cash and non-cash expenses in the 2019 period.

During 2019, the increases in our cash SG&A expenses were primarily attributable

to acquisition consulting expenses of $3,307,078 associated with both the acquisitions of S&W and MediaHouse.

increases in payroll expense, research and development, and professional fees contributed to the remaining increase in expenses.

We experienced approximately $580,000 of additional payroll costs in 2019 resulting from the acquisitions during the year.

incurred approximately $299,000 in research and development costs related to development of new advertising platforms such as

We incurred additional professional fees of approximately $120,000 in 2019 associated with the acquisitions for legal

and accounting services.

expenses increased by approximately $12.6 million for 2020 compared to 2019.

Our selling, general and administrative expenses

were 139% of our total revenues for 2020 as compared to 141% for 2019.

The increase in our SG&A expenses mainly reflects

the addition of the Wild Sky acquisition, which contributed $6.3 million, or 50% of the total increase.

Additionally, increases

in payroll expense, research and development, and professional fees contributed to the remaining increase in expenses which were mainly

related to the full year impact in 2020 of the 2019 acquisitions.

We experienced approximately $4.5 million of additional payroll costs

in 2020 resulting from the acquisition during the year.

expenses are expected to continue to increase in a controlled manner as we execute our planned growth strategy of increasing website

visits both organically and through targeted acquisitions and providing the needed administrative support We are unable at this

time, however, to predict the amount of the expected increase.

other income (expense)

2019, the Company loaned $1,156,887 to Inform, Inc.

The loan had a 6% interest rate, resulting in the Company recognizing interest

income of approximately $47,000.

The Company settled a disputed liability with a vendor resulting in a gain on the settlement

The Company incurred approximately $20,000 of interest charges related to an invoice factoring agreement for the

S&W subsidiary acquired in August 2019.

In 2017, the Company’s Chief Executive Officer, Mr.

Speyer, loaned the company

$1,460,000 via convertible notes.

During 2018, the Company incurred interest expense for these notes of approximately $370,000

including the amortization of the beneficial conversion feature.

During 2018, $1,380,000 of the notes were converted into the

company’s common stock, resulting in $80,000 of remaining notes payable to Mr.

In 2019 the company recognized approximately

$19,000 of interest expense associated with the debt and the amortization of the beneficial conversion feature.

the years ended December 31, 2019 and 2018 we recorded a loss from discontinued operations $136,734 and $1,092,750, respectively.

The loss is attributable to our product sales segment which was discontinued effective December 31, 2018.

As described earlier

in this report, the discontinuation of this segment was a strategic decision which we believe permits us to focus our operational

efforts on the advertising segment.

During 2019 we recognized $0 of impairment losses compared to $326,000 for the 2018 period.

Income Tax Benefit

As of December 31, 2019, the Company has an income tax benefit of

$3,547,274 and a deferred tax liability of $581,440 as a result of deferred tax liabilities associated with acquisitions during

The deferred tax liability associated with the S&W, a foreign entity, acquisition is $744,960.

The deferred tax liability

associated with the NDN acquisition is $3,383,754.

The Company’s net operating loss carry forwards may be subject to annual limitations

if the Company experiences a change of ownership as defined in Section 382 of the Internal Revenue Code.

The Company has not conducted

a study to determine if a change of ownership has occurred.

visits both organically and through targeted acquisitions and providing the needed administrative support.

We are unable at this time,

however, to predict the amount of the expected increase.

income decreased by $0.5 million for 2020 compared to 2019.

main driver of the decrease was:

million –

related to interest income and interest expense.

Interest expense in 2020

amounted to $0.6 million mainly related to the seller financing related to the acquisition

of Wild Sky Media on June 1, 2020, by Centre Lane Partners.

In 2019, interest income amounted

to approximately $47.4 thousand related to a loan issued to Inform, Inc, which carries a

6% interest rate, while interest expense amounted to approximately $20.1 thousand related

to charges related to an invoice factoring agreement for the Oceanside subsidiary acquired

in August 2019.

results of acquisitions

following table sets forth a summary of the unaudited pro forma results of the Company as if the acquisitions of Oceanside, MediaHouse,

and Wild Sky which closed in August 2019, November 2019, and June 2020, respectively, had taken place on the first day of 2019.

combined results are not necessarily indicative of the results that may have been achieved had the business been acquired as of the first

day of the period presented.

Year ended December 31,

(As restated)

Total revenue

Total operating expenses

(90,365,754 )

(48,619,221 )

Net loss attributable to common shareholders

$ (79,476,397 )

$ (28,249,237 )

was no discontinued operations activity during 2020.

the year ended December 31, 2019 we recorded a loss from discontinued operations of $0.1 million attributable to our product sales segment

which was discontinued effective December 31, 2018.

As described earlier in this report and further in Part II, Item 8, Financial

Statements and Supplementary Data, Note 5, “Discontinued Operations”

, the discontinuation of this segment was a strategic

decision which we believe permits us to focus our operational efforts on the advertising segment.

the year ended December 31, 2020, the Company has an income tax benefit of $567,514 and a deferred tax liability of $0 as a result of

the reversal of the existing deferred tax liabilities associated with acquisitions from the impairment recorded.

The Company’s

net operating loss carry forwards may be subject to annual limitations if the Company experiences a change of ownership as defined in

Section 382 of the Internal Revenue Code.

The Company has not conducted a study to determine if a change of ownership has occurred.

stock dividends

paid stock dividends on one series of our preferred stock which was held by an unrelated third party, and cash dividends on two

additional series of our preferred stock which are held by affiliates.

The increase in preferred stock dividends in 2019 from

2018 primarily reflects the exchange of the convertible notes payable to equity by Mr.

Speyer as described elsewhere herein.

the series of preferred issued to him in the exchange we pay him cash dividends which are identical to the interest rate he previously

received on the convertible notes, and the shares of preferred will automatically convert into shares of our common stock on the

dates and at the same conversion rates as the convertible notes.

and capital resources

is the ability of a company to generate sufficient cash to satisfy its needs for cash.

As of December 31, 2019, we had a balance

of cash and cash equivalents of $957,013 and negative working capital of $6,384,412 as compared to cash and cash equivalents of

$1,042,457 and working capital of $881,949 at December 31, 2018.

The Company is in discussions with various vendors to settle

balances due for common stock and/or common stock warrants as opposed to cash.

current assets increased approximately $3,299,000 or 233% at December 31, 2019 from December 31, 2018 which reflects the substantial

increase in our accounts receivable, current portion of notes receivable, and increases in our prepaid expenses primarily attributable

to the two acquisitions during 2019, offset by a decrease in assets of discontinued operations.

Our current liabilities increased

approximately $10,566,000 or 664% at December 31, 2019 from December 31, 2018 which primarily reflects an increase of approximately

$7,703,000 or 1,173% in accounts payable and a $2,763,000 or 577% increase in accrued expenses, and approximately $212,000 of

the new right of use lease liability, offset by a decrease of liabilities associated with discontinued operations of approximately

2019 we raised net proceeds of $1,644,480 through the sale of our securities in private placements, as well as an additional $600,000

through the sale of preferred stock to our Chief Executive Officer.

During 2020 we have raised an additional $3,001,250 in net

proceeds through the sale of our securities via a private placement memorandum which includes one share and one stock warrant.

We issued 6,002,500 shares and 6,002,500 warrants in the transactions.

$1,156,187 of the net proceeds raised in 2019 were loaned

to Inform, Inc.

under the terms of a 6% promissory note in advance of the MediaHouse acquisition.

We used the remaining net proceeds

to fund our operating losses during 2019.

operations do not provide sufficient cash to pay our cash operating expenses and we have historically been dependent upon loans

and equity purchases from Mr.

Speyer and third-party investors to provide sufficient funds for our operations.

During 2019, we

were also materially dependent upon the capital raised in the private placements.

If we are unable to increase our revenues to

a level which provides sufficient funds to pay our operating expenses without relying upon loans and equity purchases from related

parties or third party investment capital, our ability to continue to as a going concern are in jeopardy.

We expect that we will

need to raise an additional $ 5,000,000 in capital during 2020 for use in our operations and acquisitions.

We are discussing capital

raise options with various investment firms to achieve this objective.

Any delay in raising sufficient funds will delay the continued

implementation of our business strategy and could adversely impact our ability to significantly increase our revenues in future

In addition, if we are unable to raise the necessary additional working capital, absent a significant increase in our

revenues, of which there is no assurance, we will be unable to continue to grow our company and may be forced to reduce certain

operating expenses in an effort to conserve our working capital.

cash used in operating activities totaled $2,669,726 and $3,970,013 for 2019 and 2018, respectively.

During 2019, we used cash

primarily to fund our net loss of $3,402,023 for the period as well as increases in prepaid expenses and expansion plans.

used during 2018 was used primarily to fund our net loss of $5,224,064 during the period.

cash provided by investing activities totaled $697,546 in 2019 as compared to net cash provided by investing activities of $13,970

During 2019, cash was acquired in the acquisitions of S&W and MediaHouse of $716,989.

Cash used included the purchase

of fixed assets in 2019 and 2018 of $0 and $15,183.

cash provided by financing activities totaled $1,902,692 and $4,919,312 during 2019 and 2018, respectively.

In both periods, cash

was provided from the sale of our securities, net of repayments of debt obligations and the payable of cash dividends on our Series

E and F convertible preferred stock to related parties.

stock dividends paid increased marginally by $44.1 thousand from 2019 to 2020.

We paid stock dividends on our A-1 series of our preferred

stock which was held by an unrelated third party, and cash dividends on E and F series of our preferred stock which are held by affiliates.

report Adjusted EBITDA from continuing operations as a supplemental measure to U.S.

generally accepted accounting principles (“GAAP”).

This measure is one of the primary metrics by which we evaluate the performance of our business, on which our internal budgets

We believe that investors have access to, and we are obligated to provide, the same set of tools that we use in analyzing

This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not

be considered a substitute for or superior to GAAP results.

We endeavor to compensate for the limitations of the non-GAAP measure

presented by providing the comparable GAAP measure with equal or greater prominence and description of the reconciling items,

including quantifying such items to derive the non-GAAP measure.

We encourage investors to examine the reconciling adjustments

between the GAAP and non-GAAP measure.

This measure is one of the primary metrics by which we evaluate the performance of our business, on which our internal budgets are based.

We believe that investors have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results.

This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute

for or superior to GAAP results.

We endeavor to compensate for the limitations of the non-GAAP measure presented by providing the comparable

GAAP measure with equal or greater prominence and description of the reconciling items, including quantifying such items to derive the

non-GAAP measure.

adjusted EBITDA from continuing operations is defined as operating income/loss excluding:

stock option compensation expense;

loss on note exchange transaction with our Chief Executive Officer;

loss on note exchange transaction with our Chairman of the Board;

depreciation;

2 unchanged sentences

on debt discount.

believe this measure is useful for analysts and investors as this measure allows a more meaningful year-to-year comparison of

our performance.

believe this measure is useful for analysts and investors as this measure allows a more meaningful year-to-year comparison of our performance.

Moreover, our management uses this measure internally to evaluate the performance of our business as a whole.

The above items are excluded from adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding

these items, adjusted EBITDA corresponds more closely to the cash operating income/loss generated from our business.

EBITDA has certain limitations in that it does not take into account the impact to our statement of operations of certain expenses

following is an unaudited reconciliation of net (loss) from continuing operations to adjusted EBITDA for the periods presented:

The above items are excluded

from adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, adjusted EBITDA

corresponds more closely to the cash operating income/loss generated from our business.

Adjusted EBITDA has certain limitations in that

it does not take into account the impact to our statement of operations of certain expenses.

EBITDA (used as described above) for the year ended December 31, 2020 was a loss of $7.0 million, compared to a loss of $3.2

million for the year ended December 31, 2019.

following is a reconciliation of loss before tax - continuing operations, the most directly comparable GAAP measure, to adjusted EBITDA:

For the Year Ended December 31,

Net loss from continuing operations

(As Restated)

Loss before tax –

continuing operations

$ (73,281,936 )

$ (8,422,103 )

Stock compensation expense

Depreciation expense

Acquisition expenses

Amortization expense

Amortization on debt discount

Impairment expense

Interest expense

Interest expense –

related party

Loss on extinguishment of convertible debt

Adjusted for:

Share-based compensation (a)

Depreciation and amortization (b)

Acquisition related expenses (c)

Capital raise expenses (d)

Impairment expense (e)

Gain on settlement (f)

Interest expense, net (g)

Oceanside seller note expense (h)

Adjusted EBITDA from continuing operations

1 unchanged sentence

$ (3,198,526 )

options and restricted stock awards were granted to employees and independent directors of

depreciation, amortization of intangibles and amortization of the debt discount.

expenses were incurred for the Wild Sky acquisition in 2020 and Oceanside and MediaHouse

acquisitions in 2019.

Company incurred expenses in connection with raising capital from third parties in order

to continue funding the Company.

Company recorded impairment charges related to goodwill and other intangibles in 2020 driven

by the COVID-19 pandemic.

on settlement agreement reached with a former vendor.

interest expense to related parties of $58,808 and 19,334 in 2020 and 2019, respectively.

Oceanside seller note compensation expense of $750,000 between both years.

This is a one-time,

nonrecurring expense related to the Oceanside acceleration of the seller note accounting

Going concern

The accompanying consolidated

financial statements have been prepared and are presented assuming the Company’s ability to continue as a going concern, which

contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has sustained

a net loss of $72,714,422, used cash outflows from continuing operating activities of $6,508,935 for the year ended December 31, 2020,

and has an accumulated deficit of $93,932,080 at December 31, 2020 that raise substantial doubt about its ability to continue as a going

consider liquidity in terms of cash flows from operations and their sufficiency to fund business operations, including working capital

needs, debt service, acquisitions, contractual obligations, and other commitments.

In particular, to meet our payment service obligations

at all times, we must have sufficient highly liquid assets and be able to move funds on a timely basis.

principal sources of liquidity are our borrowing on our debt facilities along with capital raised through sale of our securities, supplemented

with cash generated by operating activities.

Our primary cash needs are for day to day operations, to pay interest and principal on our

indebtedness, to fund working capital requirements and complete business acquisitions.

of December 31, 2020, we had a balance of cash and cash equivalents of $0.7 million and negative working capital of $7.9 million

as compared to cash and cash equivalents of $1.0 million and negative working capital of $8.3 million at December 31, 2019.

Company is in discussions with various vendors to settle balances due for common stock and/or common stock warrants as opposed to cash.

current assets increased approximately $2,425,488 or 42.6% as of December 31, 2020 from December 31, 2019 which reflects

the substantial increase in our accounts receivable and increases in our prepaid expenses primarily attributable to the one acquisition

Our current liabilities increased $2,090,809 at December 31, 2020 from December 31, 2019 which primarily reflects

an increase in the current portion of long-term debt.

2020 we have raised an additional $3,577,698 in net proceeds through the sale of our securities via a private placement memorandum which

includes one share and one stock warrant.

We issued 10,398,700 shares and 10,398,700 warrants in the transactions.

2021, the Company entered into an amendment to their existing Credit Agreement with Centre Lane Partners to provide an additional $4.6

million of funding and liquidity.

Pursuant to the terms of the Credit Agreement, the term loan is due and payable on or before February

the Year Ended December 31,

(As Restated)

Net cash used in operating activities

$ (6,508,935 )

$ (2,785,863 )

Net cash provided by investing activities

Net cash provided by financing activities

Net decrease in cash and cash equivalents classified

within assets

related to discontinued operations

Net decrease in cash and cash equivalents

cash used in operating activities totaled $6.5 million and $2.8 million for 2020 and 2019, respectively.

The increase of $3.7 million

is a result of $0.6 million of changes in working capital and $3.1 million of cash generated by our operating results for the year ended

December 31, 2020, which were positively impacted by the growth of the business and acquisitions during the year.

cash provided in investing activities totaled $1.6 million in 2020 solely related to cash acquired as part of the Wild Sky Media acquisition,

compared to cash provided by investing activities of $0.8 million for 2019 mainly related to cash proceeds from acquisitions.

cash provided by financing activities totaled $4.6 million and $1.9 million for 2020 and 2019, respectively.

Financing activities in

2020 were mainly cash provided from the sale of our securities, net of repayments of debt obligations and the payable of cash dividends

on our Series A, E and F convertible preferred stock to related parties.

Financing activities in 2019 were mainly the sale of our securities,

net of repayments of debt obligations and the payable of cash dividends on our Series E and F convertible preferred stock to related

balance sheet arrangements

do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial

condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that are material to investors.

accounting policies

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of

revenue and expenses during the reported periods.

The more critical accounting estimates include estimates related to revenue

recognition, valuation of inventory, intangible assets, and equity-based transactions.

We also have other key accounting policies,

which involve the use of estimates, judgments and assumptions that are significant to understanding our results.

of Consolidation and Basis of Presentation

consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries.

All intercompany

accounts and transactions have been eliminated in the consolidated financial statements.

The accompanying audited financial statements

for the years ended December 31, 2019 and 2018 have been prepared in accordance with U.S.

generally accepted accounting principles

(“GAAP”).

January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, “

Revenue from Contracts

with Customers (Topic 606)”

(“Topic 606”) using the “modified retrospective”

method, meaning

the standard is applied only to the most current period presented in the financial statements.

Furthermore, we elected to apply

the standard only to those contracts which were not completed as of the date of the adoption.

Results for reporting periods beginning

on the date of adoption are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported

in accordance with accounting standards in effect for those periods.

Following the adoption of Topic 606, the Company will continue

to recognize revenue at a point-in-time when control of services is transferred to the customer.

This is consistent with the Company’s

previous revenue recognition accounting policy.

determine revenue recognition for arrangements that the Company determines are within the scope of Topic 606, the Company performs

the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract;

(v) recognize revenue when (or as) the Company satisfies a performance obligation.

The Company only applies the five-step model

to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the advertising

services it transfers to the customer.

At contract inception, once the contract is determined to be within the scope of Topic

606, the Company assesses the advertising services promised within each contract and determines those that are performance obligations

and assesses whether each promised advertising service is distinct.

The Company then recognizes as revenue the amount of the transaction

price that is allocated to the respective performance obligation based on relative fair values, when (or as) the performance obligation

is satisfied.

Company recognizes revenue from its own advertising platform, ad network partners and websites (“Ad Network”) through

its publishing advertiser impressions and pay-for-click services.

the Company’s owned and operated sites, our ad network,

preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management

to make estimates and assumptions about future events that affect the amounts reported in our consolidated financial statements and related

notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements.

Management evaluates

its accounting policies, estimates and judgments on an on-going basis.

Management bases its estimates and judgments on historical experience

and various other factors that are believed to be reasonable under the circumstances.

Actual results may differ from these estimates

under different assumptions and conditions.

Our significant accounting policies are discussed in Part II, Item 8, Financial Statements

and Supplementary Data, Note 3, “Summary of Significant Accounting Policies.”

accounting policies are those policies that management believes are very important to the portrayal of our financial position and results

of operations, and that require management to make estimates that are difficult, subjective or otherwise complex.

Based on these criteria,

management has identified the following critical accounting policies:

Company recognizes revenue from its own advertising platform, ad network partners and websites (“Ad Network”) through its

publishing advertiser impressions and pay-for-click services, our owned and operated sites, our ad network, or platforms.

Invalid traffic

on the Ad Network may impact the amount collected and adjusted by our Ad Network.

Company has one revenue stream generated directly from publishing advertisements, whether on our owned and operated sites, our ad network,

or platforms.

Invalid traffic on the Ad Network may impact the amount collected and adjusted by our Ad Network.

Company has one revenue stream generated directly from publishing advertisements, whether on the Company’s owned and operated

sites, our ad network, or platforms.

The revenue is earned when the users click on the published website advertisements.

revenue recognition criteria for the advertising revenue stream is as follows:

Specific revenue recognition criteria

for the advertising revenue stream are as follows:

revenues are generated by users “clicking”

on website advertisements utilizing several ad network partners.

on or seeing website advertisements utilizing several ad networks partners.

are recognized net of adjustments based on the traffic generated and is billed monthly.

The Company subsequently settles these

transactions with publishers at which time adjustments for invalid traffic may impact the amount collected.

February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which sets out the principles for the recognition,

measurement, presentation and disclosure of leases for both lessees and lessors.

On January 1, 2019, the Company adopted the new

lease standard using the optional transition method under which comparative financial information has not been restated and will

continue to apply the provisions of the previous lease standard in its annual disclosures for the comparative periods.

the new lease standard provides a number of optional practical expedients in transition.

The Company elected the package of practical

As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease and did

not have to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases.

new lease standard also provides practical expedients for an entity’s ongoing accounting.

The Company elected the short-term

lease recognition exemption under which the Company will not recognize right of use (“ROU”) assets or lease liabilities,

and this includes not recognizing ROU assets or lease liabilities for existing short-term leases.

The Company elected the practical

expedient to not separate lease and non-lease components for certain classes of assets (office building).

Company determines if an arrangement is a lease at inception.

Operating lease ROU assets and operating lease liabilities are recognized

based on the present value of the future minimum lease payments over the remaining lease terms as of January 1, 2019.

Company’s lease agreements does not provide an implicit rate, the Company estimated an incremental borrowing rate based

on the information available at January 1, 2019 in determining the present value of lease payments.

Operating lease expense is

recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms.

Variable lease costs such as operating costs and property taxes are expensed as incurred.

January 1, 2019, the Company recognized a ROU asset and a lease liability of approximately $588,000, of which approximately $235,000

is associated with the S&W subsidiary on the consolidated balance sheet.

consolidated financial statements are prepared in accordance with GAAP.

These accounting principles require management to make

certain estimates, judgments, and assumptions.

We believe that the estimates, judgments, and assumptions upon which we rely are

reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made.

estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated

financial statements as well as reported amounts of revenue and expenses during the periods presented.

Our consolidated financial

statements would be affected to the extent there are material differences between these estimates and actual results.

cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s

judgment in its application.

There are also areas in which management’s judgment in selecting any available alternative

would not produce a materially different result.

Significant estimates included in the accompanying consolidated financial statements

include revenue recognition, the fair value of acquired assets for purchase price allocation in business combinations, valuation

of intangible assets, estimates of amortization period for intangible assets, estimates of depreciation period for fixed assets,

the valuation of equity-based transactions, and the valuation allowance on deferred tax assets.

Value of Financial Instruments and Fair Value Measurements

ASC 820 “

Fair Value Measurement and Disclosures:

(“ASU 820”) defines fair value as the price that would

be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants

on the measurement date.

ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable

inputs and minimize the use of unobservable inputs when measuring fair value.

A financial instrument’s level within the

fair value hierarchy is based on the lowest level of input significant to the fair value measurement.

Company measures its financial assets and liabilities in accordance with GAAP.

For certain of our financial instruments, including

cash, accounts payable, accrued expenses, and the short-term portion of long-term debt, the carrying amounts approximate fair

value due to their short maturities.

We adopted accounting guidance for fair values measurements and disclosures (ASC 820).

guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three

broad levels.

The following is a brief description of those three levels:

inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities;

other than quoted prices that are observable, either directly or indirectly.

These include quoted prices for similar assets

or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not

inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which

reflect those that a market participant would use.

instruments recognized in the consolidated balance sheets consist of cash, accounts receivable, prepaid expenses and other current

assets, note receivable, accounts payable, accrued expenses and premium finance loan payable.

The Company believes that the carrying

value of its current financial instruments approximates their fair values due to the short-term nature of these instruments.

carrying value of long-term debt to related parties and long-term debt to others approximates the current borrowing rate for similar

debt instruments.

following are the major categories of liabilities measured at fair value on a recurring basis:

as of December 31, 2019 and December

31, 2018, using significant unobservable inputs (Level 3):

Fair Value measurement using Level 3

Fair Value at December 31, 2017

Long term debt added during 2018

Principal reductions during 2018

Adjustment to fair value

Balance at December 31, 2018

Long term debt additions during 2019

Principal reductions during 2019

Adjustment to fair value

Balance at December 31, 2019

receivable are recorded at fair value on the date revenue is recognized.

The Company provides allowances for doubtful accounts

for estimated losses resulting from the inability of its customers to repay their obligation.

If the financial condition of the

Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may

The Company provides for potential uncollectible accounts receivable based on specific customer identification and

historical collection experience adjusted for existing market conditions.

If market conditions decline, actual collection experience

may not meet expectations and may result in decreased cash flows and increased bad debt expense.

The Company is also subject to

adjustments from traffic settlements that are deducted from open invoices.

policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30

or net 60 days.

Once collection efforts by the Company and its collection agency are exhausted, the determination for charging

off uncollectible receivables is made.

As of December 31, 2019 and 2018, the Company has recorded an allowance for doubtful accounts

of $505,401 and $228,779, respectively.

Company accounts for stock-based instruments issued to employees for services 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 employee 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 criteria of ASC Topic 505-50, “Equity-Based Payments

to Non-Employees”.

The Company estimates the fair value of stock options by using the Black-Scholes option-pricing model.

Non-cash stock-based stock option compensation is expensed over the requisite service period and are included in selling, general

and administrative expenses on the accompanying statement of operations.

For the year ended December 31, 2019 and 2018, non-cash

stock-based stock option compensation expense was $45,674 and $24,128, respectively.

currency translation

and liabilities of the Company’s Israeli subsidiary are translated from Israeli shekels to United States dollars at exchange

rates in effect at the balance sheet date.

Income and expenses are translated at the exchange rates for the weighted average rates

for the period.

The translation adjustments for the reporting period will be included in our statements of comprehensive income.

Based on the timing of the acquisition of the Israeli subsidiary, see Note 4, the impact of the currency exchange is immaterial

for the year ended December 31, 2019.

The Company subsequently settles these transactions

with publishers at which time adjustments for invalid traffic may impact the amount collected.

January 1, 2019, the Company adopted the new accounting standard, FASB ASC 606, Revenue from Contracts with Customers, as amended,

which modified the existing accounting standards for revenue recognition for years ended December 31, 2020 and December 31, 2019.

to Part II, Item 8, Financial Statements and Supplementary Data, Note 5, “Revenue Recognition”

for further information about

the impact of the adoption of this new accounting standard.

receivable represent receivables from customers in the ordinary course of business.

These are recorded at invoiced amounts on the date

revenue is recognized.

Receivables are recorded net of the allowance for doubtful accounts in the accompanying consolidated balance sheets.

The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their

If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability

to repay, additional allowances may be required.

The Company provides for potential uncollectible accounts receivable based on specific

customer identification and historical collection experience adjusted for existing market conditions.

If market conditions decline, actual

collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense.

The Company is

also subject to adjustments from traffic settlements that are deducted from open invoices.

policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net

Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible

receivables is made.

Net and Intangible Assets, Net

and Intangible assets result primarily from acquisitions.

The Company categorizes Goodwill into two reporting units:

“Owned &

Operated”

and “Ad Network”.

Intangible assets include trade name, customer relationships, IP/technology and non-compete

Upon the acquisition, the purchase price is first allocated to identifiable assets and liabilities, including the trade name

and other intangibles, with any remaining purchase price recorded as goodwill.

is not amortized, rather, an impairment test is conducted on an annual basis, or more frequently if indicators of impairment are present,

which are determined through a qualitative assessment.

A qualitative assessment includes consideration of the economic, industry and

market conditions in addition to the overall financial performance of the Company and these assets.

If our qualitative assessment does

not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value,

we perform a quantitative analysis.

In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash

flow analysis and further analyzed using other methods of valuation.

A discounted cash flow analysis requires us to make various assumptions,

including assumptions about future cash flows, growth rates and discount rates.

The assumptions about future cash flows and growth rates

are based on our long-term projections.

Assumptions used in our impairment testing are consistent with our internal forecasts and operating

Our discount rate is based on our debt structure, adjusted for current market conditions.

If the fair value of the reporting unit

exceeds its carrying amount, there is no impairment.

If not, we compare the fair value with its carrying amount.

To the extent the carrying

amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary.

The Company’s annual

assessment date is September 30.

Company’s trade name, customer relationships and IP/technology are amortized on a straight-line basis over a useful life of 5 years.

Non-compete agreements are amortized on a straight-line basis over the length of each agreement, typically between 3-5 years.

reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Amortization and

Impairment of Long-Lived Assets.”

and Impairment of Long-Lived Assets

Company evaluates long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances

indicate that the carrying amount of an asset may not be recoverable.

Upon such an occurrence, recoverability of assets to be held and

used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated

by the asset.

If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the

amount by which the carrying amount of the asset exceeds the fair value of the asset.

For long-lived assets held for sale, assets are

written down to fair value, less cost to sell.

Fair value is determined based on discounted cash flows, appraised values or management’s

estimates, depending upon the nature of the assets.

use the asset and liability method to account for income taxes.

Under this method, deferred income taxes are determined based

on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements

which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and

laws in the period those differences are expected to reverse.

A valuation allowance is provided to reduce net deferred tax assets

to the amount that, based on available evidence, is more likely than not to be realized.

Under this method, deferred income taxes are determined based on the

differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which

will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws in the period

those differences are expected to reverse.

A valuation allowance is provided to reduce net deferred tax assets to the amount that, based

on available evidence, is more likely than not to be realized.

Company follows the provisions of ASC 740-10, Income Taxes - Overall.

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

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 consolidated balance sheets along with any associated interest and penalties

that would be payable to the taxing authorities upon examination.

Interest and penalties associated with unrecognized tax expenses

are recognized as tax expenses in the Statement of Operations.

of December 31, 2019, tax years 2018, 2017, and 2016 remain open for Internal Revenue Service (“IRS”) audit.

has received no notice of audit or any notifications from the IRS for any of the open tax years.

and Diluted Net Earnings (Loss) Per Common Share

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.

earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares

outstanding during the period.

As of December 31, 2019, and 2018 there were 2,017,727 and 1,797,000 common stock equivalent shares

outstanding as stock options, respectively;

22,151,720 and 16,319,875 common stock equivalent shares outstanding from warrants

to purchase common shares, respectively, 8,044,017 and 6,844,017 common stock equivalents from the conversion of preferred stock,

respectively;

and 200,000 and 200,000 common stock equivalents from the conversion of notes payable, respectively.

shares were not utilized as the effect is anti-dilutive.

Company currently operates in one reporting segment.

The services segment is focused on producing advertising revenue generated

by users “clicking”

on website advertisements utilizing several ad network partners, and direct advertisers and subscription

revenue generated by the sale of access to career postings on one of our websites.

Accounting Pronouncements

June 2016, the FASB issued ASU 2016-13 “Financial Instruments –

Credit Losses”

which replaces the incurred

loss model with a current expected credit loss (“CECL”) model.

The CECL model applies to financial assets subject

to credit losses and measured at amortized cost and certain off-balance sheet exposures.

Under current U.S.

GAAP, an entity reflects

credit losses on financial assets measured on an amortized cost basis only when losses are probable and have been incurred, generally

considering only past events and current conditions in making these determinations.

ASU 2016-13 prospectively replaces this approach

with a forward-looking methodology that reflects the expected credit losses over the lives of financial assets, starting when

such assets are first acquired.

Under the revised methodology, credit losses will be measured based on past events, current conditions

and reasonable and supportable forecasts that affect the collectability of financial assets.

2016-13 also revises the approach to recognizing credit losses for available-for-sale securities by replacing the direct write-down

approach with the allowance approach and limiting the allowance to the amount at which the security’s fair value is less

than the amortized cost.

In addition, ASU 2016-13 provides that the initial allowance for credit losses on purchased credit impaired

financial assets will be recorded as an increase to the purchase price, with subsequent changes to the allowance recorded as a

credit loss expense.

ASU 2016-13 also expands disclosure requirements regarding an entity’s assumptions, models and methods

for estimating the allowance for credit losses.

The amendments of this Update are effective for fiscal years, and interim periods

within those fiscal years, beginning after December 15, 2019.

Although early adoption is permitted as of January 1, 2019, the

Company has not elected to early adopt this pronouncement.

The Company is currently evaluating the impact the adoption of this

new standard will have on its consolidated financial statement s.

January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill

The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill

impairment test and eliminating the requirement for a reporting unit with a zero or negative carrying amount to perform a qualitative

Instead, under this pronouncement, an entity would perform its annual, or interim, goodwill impairment test by comparing

the fair value of a reporting unit with its carrying amount and would recognize an impairment change for the amount by which the

carrying amount exceeds the reporting unit’s fair value;

however, the loss recognized is not to exceed the total amount

of goodwill allocated to that reporting unit.

In addition, income tax effects will be considered, if applicable.

This ASU is effective

for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

Although early adoption is

permitted as of January 1, 2019, the Company has not elected to early adopt this pronouncement.

The Company is currently evaluating

the impact of this ASU on its consolidated financial statements and related disclosures.

August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure

Requirements for Fair Value Measurement,”

which makes a number of changes meant to add, modify or remove certain disclosure

requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements.

This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

We do not expect the adoption of this guidance to have a material impact on our consolidated Financial Statements.

Reclassification

reclassifications have been made to the December 31, 2018 consolidated balance sheet to conform to the December 31, 2019 consolidated

balance sheet presentation.

balance sheet arrangements

to uncertainties associated with certain notes payable resulting from the acquisition of S&W, the Company has not included

the value of these notes payable within the purchase price and/or related assets acquired in the acquisition.

These off-balance

sheet arrangements are reasonably likely to have a future or current effect on our financial condition, changes in financial condition,

revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Included in the acquisition price is contingent consideration of $750,000 paid through the delivery of unsecured, interest-free

one and two year promissory notes.

As of the date of this report, we are unable to quantify the likelihood of achieving the sales

objectives required for payment of the promissory notes.

do not have any other off balance sheet arrangements that have or are reasonably likely to have a current or future effect on

our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures

or capital resources that are material to investors.

The term “off-balance sheet arrangement”

generally means any transaction,

agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation

arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets

transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

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,

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 consolidated balance sheets along

with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest and penalties associated

with unrecognized tax expenses are recognized as tax expenses in the Statement of Operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

applicable for a smaller reporting company.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

see our Financial Statements beginning on page F-1 of this annual report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity