What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-06-13 compared with 2021-12-23 · 25 added, 523 removed, 26 unchanged (95% of the section changed)

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

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.

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

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 December 31, 2021 was 682.

The last sale price of

2 unchanged sentences

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.

2 unchanged sentences

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

2021, employees exercised 100,000 stock options for $13,900.

2021, employees exercised 25,000 warrants for $10,000.

2021, we issued 379,266 common shares to a vendor for services rendered valued at $1,762.

2021, we issued 7,919,017 shares of our common stock to an accredited investor upon the automatic conversation of 7,919,017 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.

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.

September 22, 2021, the Company entered into a share issuance settlement with Spartan Capital Securities, LLC (“Spartan”).

Under the terms of the agreement, the Company agreed to issue a total of 10,398,700 of its common stock to seventy-five accredited investors

who participated in the Company’s Private Placement Offering, which began in November 2019 and was completed in August 2020.

issuance was determined to be a deemed dividend.

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

4 unchanged sentences

Spartan Capital Securities,

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

As compensation for its services, Spartan

1 unchanged sentence

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.

1 unchanged sentence

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

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

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.

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.

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.

not pay any commissions or finder’s fees in this offering.

We are using the proceeds for general working capital.

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”

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.

of equity securities by the issuer and affiliated purchasers

SELECTED FINANCIAL DATA

applicable to a smaller reporting company.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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”

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

(As Restated)

Cost of revenues

Selling, general and administrative expenses

Impairment expense –

Intangible assets

Impairment expense –

Loss from continuing operations

(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

Net loss attributable to common shareholders

$ (73,077,882 )

$ (4,494,058 )

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 $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.

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

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 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 Chairman of the Board;

depreciation;

acquisition-related

items consisting of amortization expense and impairment expense;

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.

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.

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,

(As Restated)

Loss before tax –

continuing operations

$ (73,281,936 )

$ (8,422,103 )

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

$ (7,010,795 )

$ (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 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.

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

Specific revenue recognition criteria

for the advertising revenue stream are as follows:

revenues are generated by users “clicking”

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.

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.

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,

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.

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