What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2018-05-17 compared with 2017-03-31 · 287 added, 247 removed, 57 unchanged (90% of the section changed)

Market for Registrant’s Common Equity,

Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Registrant’s

Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) Market Information

Our shares of Common Stock are quoted on the OTCQB

under the symbol “JMDA”.

Prior to March 3, 2016, our shares of Common Stock were quoted on the OTCQB under the symbol

“GTPH”.

The OTCQB is a quotation service that displays real-time quotes, last-sale prices, and volume information in

over-the-counter (“OTC”) equity securities.

Our shares of Common Stock are quoted on

the OTCQB under the symbol “JMDA”.

Prior to March 3, 2016, our shares of Common Stock were quoted on the OTCQB under

the symbol “GTPH”.

The OTCQB is a quotation service that displays real-time quotes, last-sale prices, and volume information

in over-the-counter (“OTC”) equity securities.

An OTCQB equity security is not listed or traded on a national securities

The following table sets forth the high and low bid

price for our common stock for each quarter during the 2016 and 2015 fiscal years.

The prices reflect inter-dealer quotations,

do not include retail mark-ups, markdowns or commissions and do not necessarily reflect actual transactions.

The following table sets forth the high and low bid price for our common stock for each quarter during

the 2017 and 2016 fiscal years and the first and second quarters of the 2018 fiscal year through May 16, 2018.

The prices reflect

inter-dealer quotations, do not include retail mark-ups, markdowns or commissions and do not necessarily reflect actual transactions.

First Quarter (January 1 –

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First Quarter (January 1 –

Fourth Quarter (April 1 –

Second Quarter (April 1 –

Third Quarter (July 1 –

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(b) Holders of Common Equity

As of March 31, 2017, there were approximately

As of May 16, 2018, there were approximately

125 stockholders of record.

2 unchanged sentences

We have not paid any cash dividends to our holders

of common stock.

The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our

earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.

It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in

our business operations.

(d) Securities Authorized for Issuance under

Equity Compensation Plans

We have not paid any cash dividends to

our holders of common stock.

The declaration of any future cash dividends is at the discretion of our board of directors and depends

upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent

It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings,

if any, in our business operations.

(d) Securities Authorized for Issuance

under Equity Compensation Plans

There are currently 17,649,990 outstanding

options to purchase our securities.

Pursuant to the Merger, on February 5, 2016, the Company

assumed Jerrick’s 2015 Stock Incentive and Award Plan (the “Plan”) which provides for the issuance of up to 18,000,000

shares of the Company’s common stock.

The purpose of the Plan is to provide additional incentive

to those officers, employees, consultants and non-employee directors of the Company and its parents, subsidiaries and affiliates

whose contributions are essential to the growth and success of the Company’s business.

Eligible recipients of option awards are employees,

officers, consultants or directors (including non-employee directors) of the Company or of any parent, subsidiary or affiliate

of the Company.

Upon recommendation from the board or the Compensation Committee, the board has the authority to grant to any eligible

recipient any options, restricted stock or other awards valued in whole or in part by reference to, or otherwise based on, our

common stock.

The provisions of each option granted need not be the

same with respect to each option recipient.

Option recipients shall enter into award agreements with us, in such form as the board

shall determine.

options to purchase our securities with a weighted exercise price of $0.42 per option.

Currently, the Company has 350,010 available

options to issue under the plan.

Pursuant to the Merger, on February 5,

2016, the Company assumed Jerrick’s 2015 Stock Incentive and Award Plan (the “Plan”) which provides for the issuance

of up to 18,000,000 shares of the Company’s common stock.

The purpose of the Plan is to provide additional

incentive to those officers, employees, consultants and non-employee directors of the Company and its parents, subsidiaries and

affiliates whose contributions are essential to the growth and success of the Company’s business.

Eligible recipients of option awards are

employees, officers, consultants or directors (including non-employee directors) of the Company or of any parent, subsidiary or

affiliate of the Company.

Upon recommendation from the board or the Compensation Committee, the board has the authority to grant

to any eligible recipient any options, restricted stock or other awards valued in whole or in part by reference to, or otherwise

based on, our common stock.

The provisions of each option granted need

not be the same with respect to each option recipient.

Option recipients shall enter into award agreements with us, in such form

as the board shall determine.

The Plan shall be administered by the Compensation

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of the Company shall administer the Plan.

Each Option shall contain the following material terms:

Each Option shall contain the following

material terms:

the purchase price of each share of Common Stock with respect to Incentive Options shall be determined by the Committee at the time of grant, shall not be less than 100% of the Fair Market Value (defined as the closing price on the final trading day immediately prior to the grant on the principal exchange or quotation system on which the Common Stock is listed or quoted, as applicable) of the Common Stock of the Company, provided that if the recipient of the Option owns more than ten percent (10%) of the total combined voting power of the Company, the exercise price shall be at least 110% of the Fair Market Value;

2 unchanged sentences

subject to acceleration in the event of a Change of Control of the Company (as further described in the Plan), the period during which the Options vest shall be designated by the Committee or, in the absence of any Option vesting periods designated by the Committee at the time of grant, shall vest and become exercisable in equal amounts on each fiscal quarter of the Company through the four (4) year anniversary of the date on which the Option was granted;

no Option is transferable and each

is exercisable only by the recipient of such Option except in the event of the death of the recipient;

no Option is transferable and each is exercisable only by the recipient of such Option except in the event of the death of the recipient;

with respect to Incentive Options, the aggregate Fair Market Value of Common Stock exercisable for the first time during any calendar year shall not exceed $100,000.

Each award of Restricted Stock is subject to the following

material terms:

Each award of Restricted Stock is subject

to the following material terms:

no rights to an award of Restricted Stock are granted to the intended recipient of Restricted Stock unless and until the grant of Restricted Stock is accepted within the period prescribed by the Compensation Committee;

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the Restricted Stock is not transferable until the date on which the Compensation Committee has specified such restrictions have lapsed.

Unregistered Sales of Equity Securities

During the year ended

December 31, 2017, we issued securities that were not registered under the Securities Act, and were not previously disclosed

in a Current Report on Form 8-K or Quarterly Report on Form 10-Q as listed below.

All of the securities discussed in this

Item 5(e) were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act.

On February 7, 2017, the Company issued

1,767,633 shares of its restricted Common Stock to consultants in exchange for services at a fair value of $293,427.

In March of 2017, the Company issued 60,000

shares of Common Stock to ProActive Capital Resources Group, under an Advisory Agreement for their services as an Investor Relations

On April 25, 2017, the Company issued convertible

notes to Arthur Rosen, totaling $25,000 (the “April Rosen Notes”).

The April Rosen Notes accrue interest at 12% per

annum and mature with interest and principal both due on September 1, 2017.

In addition, in connection with the April Rosen Notes,

the Company issued a five-year warrant to purchase 17,500 shares of Company common stock at a purchase price of $0.20 per share.

On September 7, 2017, the April Rosen Notes and accrued interest was converted into the August 2017 Convertible Note Offering.

On April 25, 2017, the Company issued a

convertible note to Chris Gordon, totaling $25,000 (the “April Gordon Notes”).

The April Gordon Notes accrue interest

at 12% per annum and matures with interest and principal both due on September 1, 2017.

In addition, the Company issued a five-year

warrant to purchase 17,500 shares of Company common stock at a purchase price of $0.20 per share.

The April Gordon Notes and accrued

interest were converted into the August 2017 Convertible Note Offering.

In November of 2017, the Company issued a warrant to purchase 100,000 shares of Common Stock to Arthur

Rosen in consideration for the extension of an outstanding Promissory Note.

The warrants have an exercise price of $0.20 and an

expiration date of November 13, 2022.

Selected Financial Data.

As a Smaller Reporting Company, the Company is not required to include the

disclosure under this Item 6 Selected Financial Data.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations.

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND

RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS

INCLUDED ELSEWHERE IN THIS REPORT.

THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE

FINANCIAL PERFORMANCE.

THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL

RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY,

PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.

THESE RISKS AND OTHER FACTORS INCLUDE, AMONG

OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS”

As a Smaller Reporting Company, the Company is not required

to include the disclosure under this Item 6 Selected Financial Data.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING DISCUSSION OF OUR PLAN OF

OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL

STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT.

THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS

OR OUR FUTURE FINANCIAL PERFORMANCE.

THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY

CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS

OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.

THESE RISKS AND OTHER FACTORS

INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS”

AND “RISK FACTORS”

AND THOSE INCLUDED ELSEWHERE

IN THIS REPORT.

AND THOSE INCLUDED

ELSEWHERE IN THIS REPORT.

Jerrick Media Holdings Inc.

(“we,”

“us,”

the “Company,”

or “Jerrick Media”) (formerly Great Plains Holdings, Inc.)

develops technology-based solutions designed to solve for challenges that

have resulted from disruption and evolution within the broad digital media and content generation environment.

Its flagship product

Vocal is a long-form, digital publishing platform focused on supporting content creators with content management tools that are

embedded within digital communities.

Vocal is architected to enable targeted marketing of branded content and e-commerce opportunities

in long-form content.

Vocal’s community sites are moderated by a dedicated team with a primary focus on creating healthy

communities and identifying monetization opportunities within them.

serves as a versatile home for content creators.

The platform supports multiple forms of content such as:

short videos, podcasts,

music, and written word.

This activity is expected to increase at a rapid pace.

A fraction of creators achieve meaningful visibility

for their content, and even fewer are rewarded financially.

Jerrick Media Holdings’

product Vocal provides a solution for

the creative community.

Media Holdings, Inc.

partners with content creators and brands that recognize difficulties inherent in the digital advertising

space and are looking to capitalize on the branded content marketing opportunities available on publishing platforms like Vocal.

the remainder of the second quarter of 2018, Jerrick planned and plans to launch additional revenue lines, including brand subscriptions

to access the platform and its community of creators as well as subscription revenues for creator upgrade tools.

The Company believes

that these new streams of revenue will contribute a meaningful portion of revenues in fiscal year 2018.

The Company also intends

to release further enhancements to the Vocal editor and introduce social features.

In the third and fourth quarters of 2018, the Company plans to introduce Software as a Service (SaaS)

subscriptions to the Vocal platform.

Additional features will include user analytics updates as well as iOS and Android applications.

Results of Operations

Summary of Statements of Operations for the Year

Ended December 31, 2016 and 2015:

December 31, 2016

December 31, 2015

Liquidity and Capital Resources

The following table summarizes total current

assets, liabilities and working capital at December 31, 2017 compared to December 31, 2016:

Current Assets

Current Liabilities

Working Capital Deficit

$ (4,047,268 )

$ (3,360,502 )

At December 31, 2017, we had a working

capital deficit of $4,047,268, as compared to a working capital deficit of $3,360,502 at December 31, 2016, an increase of $686,766.

The increase is primarily attributable to the decrease in cash, increase in accrued dividends, increase in notes payable and an

increase in line of credit related party.

These were offset by an increase in accounts receivable, decrease in convertible notes

current, decrease in note payable related party and a decrease in line of credit.

Net cash used in operating activities for the year ended December 31, 2017 and 2016, was $3,852,552 and

$2,517,113 respectively.

The net loss for the year ended December 31, 2017 and 2016 was $8,751,586 and $7,391,907, respectively.

This change is primarily attributable to the net loss for the current period offset by the repayment of a deposit in the amount

of $10,000, share-based payments in the amount of $1,262,377 to employees and consultants for services rendered, the accretion

of debt discount and debt issuance costs of $1,828,027 due to the incentives given with debentures, and a loss on extinguishment

of debt of $906,531 for the incentives given to amend or convert debt.

These increases were offset by gain on settlement of the

revenue based factoring agreement of $2,079, gain on settlement of vendor liabilities of $167,905 and a change in accounts receivable

Net cash used in investing activities for

the year ended December 31, 2017 and 2016 was $14,662 and $43,957 for the purchase of property and equipment.

Net cash provided by financing activities for the year ended December 31, 2017 and 2016 was $3,803,771

and $2,296,935.

During the 2017 period, the Company was predominantly financed by issuance of notes and related party notes of

$3,743,085 and $1,084,000, respectively to fund operations.

These increases were offset by repayment of note payable and convertible

notes of $100,000 and $477,777, respectively.

The Company also paid $211,956 for debt issuance costs during the year ended December

During the 2016 period, the Company was predominantly financed by issuance of notes and preferred stock.

Summary of Statements of Operations

for the Year Ended December 31, 2017 and 2016:

Operating expenses

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$ (8,751,586 )

$ (7,391,907 )

Loss per common share –

basic and diluted

Net revenue was $223,927 for the year ended December

31, 2016, as compared to $767,527 for the comparable year ended December 31, 2015, a decrease of $543,600.

The decrease in net

revenue is primarily attributable to the Company's transitioning its ecommerce business from direct sale of products and Company

owned memorabilia, through various web-based distribution channels, toward generating revenue through native advertising, branded

marketing, and affiliate sales, resulting from the creation of genre specific, user generated content community websites.

of that transition, the Company focused its efforts throughout 2016 on the development of its proprietary Vocal software platform

to support the scalability of its business model.

Revenue was also negatively impacted by management's decision to reduce its marketing

efforts in selling artwork and memorabilia related to the Guccione Acquisition in the second half of 2016, while it negotiated

an agreement to conduct future sales of Guccione artwork and memorabilia as well as certain other products through Everything But

The House ("EBTH"), a premier online marketplace for estate sales.

The Company reached an agreement with EBTH in the

fourth quarter of 2016 and resumed sales through EBTH based on an auction revenue sharing model in December 2016.

The Company expects

revenue derived from its Vocal platform websites as well as its EBTH relationship to increase in 2017.

Gross profit percentage increased from a gross

profit of 76% during the year ended December 31, 2015, to a gross profit of 81% during the year ended December 31, 2016.

in gross margin is primarily attributable to the Company's higher margin advertising and branded content revenue resulting from

increased traffic on its websites.

The Company expects its gross margins to fluctuate as its business model continues to evolve

Net revenue was $95,653 for the year ended

December 31, 2017, as compared to $ 223,927 for the comparable year ended December 31, 2016, a decrease of $128,274.

in net revenue is primarily attributable to the Company’s transitioning its ecommerce business from direct sale of products

and Company owned memorabilia, through various web-based distribution channels, toward generating revenue through native advertising,

branded marketing, and affiliate sales, resulting from the creation of genre specific, user generated content community websites.

As part of that transition, the Company focused its efforts throughout 2017 on the development of its proprietary Vocal software

platform to support the scalability of its business model.

Gross profit percentage was 100% during

the years ended December 31, 2017 and 2016.

Gross margin is primarily attributable to the Company’s higher margin advertising

and branded content revenue resulting from increased traffic on its websites, as well as media

sales with little to no associated cost.

The Company expects its gross margins to fluctuate as its business model continues

Operating Expenses

Operating expenses for the year ended December

31, 2016, were $3,872,362 as compared to $3,435,042 for the year ended December 31, 2015.

The increase of $437,320 in operating

expenses is a result of a $534,728 increase in G&A expenses related to the development and launch of its Vocal platform, a

$216,584 increase in employee compensation, and a $173,949 increase in professional fees related to the Company’s reverse

acquisition of a public vehicle, partially offset by a $487,941 decrease in stock based compensation.

Operating expenses for the years ended December 31, 2017 were $5,657,981 as compared to $3,872,362 for

the year ended December 31, 2016.

The increase of $1,785,619 in operating expenses is a result of a $644,768 increase in General

and Administrative expenses related to the continued development of the Vocal platform, including the launch of additional content,

a $134,728 decrease in consulting and professional fees related to being a publicly traded company and a $345,912 increase in compensation.

Loss from Operations

Loss from operations for the year ended December

31, 2016, was $(3,691,756) as compared to loss of $(2,851,043) for the year ended December 31, 2015.

The increase in net loss is

primarily attributable to a decrease in revenue and the increase in operating expenses associated with the development and launch

of its Vocal platform and the Company’s reverse acquisition of a public vehicle.

Other Expenses

Other expense for the year ended December 31,

2016, was $(3,700,151), as compared to $(488,725) for the year ended December 31, 2015.

Other expenses during the year ended December

31, 2016 was comprised of interest expense of $169,075 on notes payable, liquidating damages of $3,329,993, and debt discount of

$211,198 recorded by the Company.

During the year ended December 31, 2015, other expenses were comprised of interest expense of

$475,481 on the bridge loans which were converted into equity during 2015 and dividends of $13,244 recorded by the Company.

Net loss attributable to common shareholder

for year ended December 31, 2016, was $(7,391,907), or loss per share of $(0.23), as compared to $(3,339,768) or loss per share

of $(0.12), for the year ended December 31, 2015.

Inflation did not have a material impact on

the Company’s operations for the applicable period.

Other than the foregoing, management knows of no trends, demands, or

uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

Liquidity and Capital Resources

The following table summarizes total current assets,

liabilities and working capital at December 31, 2016, compared to December 31, 2015:

Increase/(Decrease)

Current Assets

Current Liabilities

Working Capital Deficit

$ (3,360,502 )

$ (2,832,294 )

At December 31, 2016, we had a working capital

deficit of $(3,360,502), as compared to a working capital deficit of $(528,208) at December 31, 2015, an increase of $(2,832,294).

The decrease is primarily attributable to an increase of $708,031 to accounts payable and accrued liabilities and $1,660,093 to

an increase of debt.

Net cash used in operating activities for

the year ended December 31, 2016 and 2015, was $(2,517,113) and $(2,287,682), respectively.

The net loss for the year ended December

31, 2016 and 2015 was $(7,391,907) and $(3,339,768), respectively.

Net cash used in operations for the current period is due primarily

to an increase in infrastructure, continued develop of the business plan, and the Company’s move toward being a publicly

traded company.

Net cash used in investing activities for

the year ended December 31, 2016 and 2015 was $43,957 and $69,198.

Net cash provided by financing activities

for the year ended December 31, 2016 and 2015 was $2,296,936 and $2,970,446.

During 2016, the Company was predominantly financed

by issuance of notes, related party notes, convertible notes and preferred stock.

During 2015, the Company was financed by preferred

In the opinion of management,

inflation has not and will not have a material effect on our operations in the immediate future.

Management will continue

to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-Balance Sheet Arrangements

Under Commission regulations, we are required to disclose

our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

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

resources that are material to investors.

As of December 31, 2016, we have no off-balance sheet arrangements.

Loss from operations for the year ended December 31, 2017 was $5,562,328 as compared to loss of $3,691,756

for the year ended December 31, 2016.

The increase in the loss from operations is primarily attributable to an increase in expenses

related to the continued development of the Vocal platform, including the launch of additional content and operating as a publicly

traded company and the decrease in sales.

Other Income (Expenses)

Other income (expenses) for the year ended December 31, 2017 was $(3,189,258), as compared to $(3,700,151)

for the year ended December 31, 2016.

Other expenses during the year ended December 31, 2017 was comprised of interest expense

of $(477,005) on notes and related party notes, accretion of debt discount and issuance cost of $(1,828,027) due

to the incentives given with debentures and loss on extinguishment of debt of $(906,531) for the incentives given to amend or convert

These expenses were offset by the gain on settlement of the revenue based factoring agreement of $2,079 as recorded during

the year ended December 31, 2017.

During year ended December 31, 2016, other expenses were comprised of interest expense of $(3,474,529)

on notes and related party notes, accretion of debt discount and issuance cost of $(235,622) due to the incentives given with debentures.

expenses were offset by the gain on the sale of asset of $10,000 as recorded during the year ended December 31, 2017.

Net loss attributable to common shareholder for year ended December 31, 2017, was $8,751,586, or loss

per share of $0.23, as compared to a net loss of $7,391,907, or loss per share of $0.23, for the year ended December 31, 2016.

Inflation did not have a material impact

on the Company’s operations for the applicable period.

Other than the foregoing, management knows of no trends, demands,

or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

Sheet Arrangements

As of December 31, 2017, we have no off-balance

sheet arrangements.

Critical Accounting Policies

We believe that the following accounting policies

are the most critical to aid you in fully understanding and evaluating this “Management’s Discussion and Analysis of

Financial Condition and Results of Operation.”

We believe that the following accounting

policies are the most critical to aid you in fully understanding and evaluating this “Management’s Discussion and

Analysis of Financial Condition and Results of Operation.”

Use of Estimates

We use estimates and assumptions in preparing financial

Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent

assets and liabilities, and the reported revenues and expenses.

We use estimates and assumptions in preparing

financial statements.

Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of

contingent assets and liabilities, and the reported revenues and expenses.

Actual results could differ from those estimates.

Fair Value Measurements

The fair value of a financial instrument is the amount

that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date.

Financial assets are marked to bid prices and financial liabilities are marked to offer prices.

value measurements do not include transaction costs.

A fair value hierarchy is used to prioritize the quality and reliability

of the information used to determine fair values.

Categorization within the fair value hierarchy is based on the lowest level

of input that is significant to the fair value measurement.

The fair value hierarchy is defined into the following three categories:

The fair value of a financial instrument

is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.

Financial assets are marked to bid prices and financial liabilities are marked

to offer prices.

Fair value measurements do not include transaction costs.

A fair value hierarchy is used to prioritize

the quality and reliability of the information used to determine fair values.

Categorization within the fair value hierarchy

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

The fair value hierarchy is defined

into the following three categories:

Level 1 –

Quoted prices in active markets for

identical assets or liabilities;

Quoted prices in active

markets for identical assets or liabilities;

Level 2 –

Inputs other than quoted prices included

within Level 1 that are either directly or indirectly observable;

Inputs other than quoted

prices included within Level 1 that are either directly or indirectly observable;

Level 3 –

Unobservable inputs that are supported

by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market

participants would use in pricing.

The Company recognizes income and expenses based on

the accrual method of accounting.

The Company expenses all advertising costs as they are incurred.

Cash and Cash Equivalents

Cash and cash equivalents are defined as demand deposits,

money market accounts and overnight investments at banks.

Cash is maintained in banks insured by the FDIC for an aggregate of up

The Company considers all highly liquid investments with an original maturity of three months or less when purchased

to be cash equivalents.

Concentrations of Risk

Financial Instruments which potentially subject the

Company to concentrations of risk consist primarily of cash and cash equivalents.

The Company places its cash and cash equivalents

with major financial institutions.

At December 31, 2016, the Company has $0 in excess of federally insured limits.

Dividend Policy

The Company has not yet adopted a policy regarding

The Company utilizes the liability method of accounting

for income taxes.

Under the liability method deferred tax assets and liabilities are determined based on the differences between

financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that

will be in effect, when the differences are expected to reverse.

An allowance against deferred tax assets is recorded when it is

more likely than not that such tax benefits will not be realized.

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment

when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows

of the asset.

If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded.

Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable.

reviews long-lived assets for impairment at the individual asset or the asset group level for which the lowest level of independent

cash flows can be identified.

Long Term Investments

Non-marketable equity investments are carried at cost.

Investments held by the Company are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount

of the investment may not be recoverable.

In the event that facts and circumstances indicate that the cost may be impaired, an

evaluation of recoverability would be performed.

Impairment expenses of $83,333 and $17,788 have been recorded on long term investments

for the years ended December 31, 2016 and 2015, respectively.

Principles of Consolidation

The accompanying consolidated financials include the

accounts of the Company and its subsidiaries from its inception.

All significant intercompany accounts and balances have been eliminated

in consolidation.

Property & Equipment

Property and equipment are stated at cost.

provides for depreciation and amortization using the straight-line method over the estimated useful lives of the various classes

of property, as follows:

Machinery & Equipment

Furniture & Fixtures

10 to 20 years

Income Producing Properties

Expenditures for additions, improvements and betterments

that extend the useful lives of existing assets, if material, are generally capitalized.

Expenditures for maintenance and repairs

are charged to expense as incurred.

Recognition of Rental Income

Revenue from lease of residential and commercial properties

is recognized when earned with the passage of time per the terms of the leases in effect.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed

based on the weighted average number of shares actually outstanding.

Diluted net income (loss) per share amounts are computed using

the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise

of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same.

Unobservable inputs that

are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions

that market participants would use in pricing.

The Company recognizes income and expenses

based on the accrual method of accounting.

The Company utilizes the liability method

of accounting for income taxes.

Under the liability method deferred tax assets and liabilities are determined based on the differences

between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws

that will be in effect, when the differences are expected to reverse.

An allowance against deferred tax assets is recorded when

it is more likely than not that such tax benefits will not be realized.

Derivative Liability

The Company evaluates its debt and equity

issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted

for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification.

The result of

this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded

as either an asset or a liability.

In the event that the fair value is recorded as a liability, the change in fair value is recorded

in the consolidated statement of operations as other income or expense.

Upon conversion, exercise or cancellation of a derivative

instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair

value is reclassified to equity.

In circumstances where the embedded conversion

option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the

convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single,

compound derivative instrument.

The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting

Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to

liability at the fair value of the instrument on the reclassification date.

Derivative instrument liabilities will be classified

in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected

within 12 months of the balance sheet date.

The Company adopted Section 815-40-15 of

the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded

feature) is indexed to the Company’s own stock.

Section 815-40-15 provides that an entity should use a two-step approach

to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating

the instrument’s contingent exercise and settlement provisions.

The Company changed its method of accounting for

the debt and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017 on a retrospective

The Company utilizes an option pricing

model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet

The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements

of operations.

Stock Based Compensation

All stock-based payments to employees,

non-employee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock

and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation

or other expense over the relevant service period.

Stock-based payments to nonemployees are recognized as an expense over the period

of performance.

Such payments are measured at fair value at the earlier of the date a performance commitment is reached or the

date performance is completed.

In addition, for awards that vest immediately and are non-forfeitable the measurement date is the

date the award is issued.

Recent Accounting Pronouncements

The Company does not expect that the adoption of recent

accounting pronouncements will have a material impact on its financial statements.

Quantitative and Qualitative Disclosures

About Market Risk.

We do not hold any derivative instruments and do not

engage in any hedging activities.

The Company does not expect that the adoption

of recent accounting pronouncements will have a material impact on its financial statements.

Quantitative and Qualitative

Disclosures About Market Risk.

We do not hold any derivative instruments

and do not engage in any hedging activities.

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