What changed in this filing

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Item 9A. Controls and Procedures

2018-05-17 compared with 2017-03-31 · 736 added, 406 removed, 75 unchanged (94% of the section changed)

Controls and Procedures.

(a) Evaluation of Disclosure and Control Procedures

Based on their evaluation as of the end of the period

covered by this Annual Report on Form 10-K, our principal executive officer and principal financial officer have concluded that

our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not effective to

ensure that information required to be disclosed by us in report that we file or submit under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the U.S.

Securities and Exchange Commission’s rules and forms

and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated

and communicated to our management, including our chief executive officer, as appropriate to allow timely decisions regarding required

(a) Evaluation of Disclosure and

Control Procedures

Based on his evaluation as of the end of

the period covered by this Annual Report on Form 10-K, our principal executive officer and principal financial officer has concluded

that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not effective

to ensure that information required to be disclosed by us in report that we file or submit under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the U.S.

Securities and Exchange Commission’s rules

and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange

Act is accumulated and communicated to our management, including our chief executive officer, as appropriate to allow timely decisions

regarding required disclosure.

(b) Management’s

Report on Internal Control over Financial Reporting

This Company’s management is responsible for

establishing and maintaining internal controls over financial reporting and disclosure controls.

This Company’s management is responsible

for establishing and maintaining internal controls over financial reporting and disclosure controls.

Internal Control Over Financial

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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Disclosure controls and procedures are designed to

ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is appropriately

recorded, processed, summarized and reported within the specified time periods.

Management has conducted an evaluation of the effectiveness

of our internal control over financial reporting as of December 31, 2016, based on the framework established in Internal Control-Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management concluded that

as of the period covered by this Annual Report on Form 10-K, it had material weaknesses in its internal control procedures.

As of period covered by this Annual Report on Form

10-K, we have concluded that our internal control over financial reporting was ineffective.

The Company’s assessment identified

certain material weaknesses which are set forth below:

Functional Controls and Segregation of Duties

Because of the Company’s limited resources, there

are limited controls over information processing.

There is an inadequate segregation of duties consistent

with control objectives.

Our Company’s management is composed of a small number of individuals resulting in a situation where

limitations on segregation of duties exist.

In order to remedy this situation we would need to hire additional staff to provide

greater segregation of duties.

Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties.

Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.

Accordingly, as the result of identifying the above

material weakness we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement

of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal

Management believes that the material weaknesses set

forth above were the result of the scale of our operations and are intrinsic to our small size.

Disclosure controls and procedures are

designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended,

is appropriately recorded, processed, summarized and reported within the specified time periods.

Management has conducted an evaluation

of the effectiveness of our internal control over financial reporting as of December 31, 2017, based on the framework established

in Internal Control-Integrated Framework-2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

on this assessment, management concluded that as of the period covered by this Annual Report on Form 10-K, it had material weaknesses

in its internal control procedures.

As of period covered by this Annual Report

on Form 10-K, we have concluded that our internal control over financial reporting was not effective.

The Company’s assessment

identified certain material weaknesses which are set forth below:

Functional Controls and Segregation

Because of the Company’s limited

resources, there are limited controls over information processing.

There is an inadequate segregation of duties

consistent with control objectives.

Our Company’s management is composed of a small number of individuals resulting in a

situation where limitations on segregation of duties exist.

In order to remedy this situation we would need to hire additional

staff to provide greater segregation of duties.

Currently, it is not feasible to hire additional staff to obtain optimal segregation

Management will reassess this matter in the following year to determine whether improvement in segregation of duty is

Accordingly, as the result of identifying

the above material weakness we have concluded that these control deficiencies resulted in a reasonable possibility that a material

misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s

internal controls.

Management believes that the material weaknesses

set forth above were the result of the scale of our operations and are intrinsic to our small size.

Management believes these weaknesses

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business operations.

This annual report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report

was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit the

Company to provide only management’s report herein.

This annual report does not include an

attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s

report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit

the Company to provide only management’s report herein.

in Internal Control over Financial Reporting

There were no

changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during

our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

There were no changes in our

internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most

recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

Other Information.

Directors, Executive Officers and Corporate

Directors and Executive Officers

The following table and biographical

summaries set forth information, including principal occupation and business experience, about our directors and executive

officers at March 30, 2017:

Jeremy Frommer(1)(2)

Chief Executive Officer, Director

Rick Schwartz(1)

Leonard Schiller(2)

Kent Campbell(3)(4)

Former Chief Executive Officer, Chief Financial Officer and Director

Andrew Taffin(5)

(1) Effective February 5, 2016, Jeremy Frommer was

appointed as our Chief Executive Officer and Rick Schwartz was appointed as our President.

(2) Effective February 5, 2016, Jeremy Frommer and

Leonard Schiller were appointed as members of the board of directors.

(3) Effective February 5, 2016, Kent Campbell, Denis

Espinoza and Sarah Campbell resigned as members of the board of directors.

(4) Effective February 5, 2016, Kent Campbell resigned

as our Chief Executive Officer and Chief Financial Officer and Denis Espinoza resigned as our President and Chief Operating Officer.

(5) Effective May 2, 2016, Andrew Taffin was appointed

as a member of the board of directors.

Jeremy Frommer, Chief Executive Officer and Director

Frommer, age 48, combines over 20 years of experience

in the financial technology industry.

Directors, Executive Officers and Corporate Governance.

and Executive Officers

following table and biographical summaries set forth information, including principal occupation and business experience, about

our directors and executive officers at May 16, 2018:

Frommer(1)(2)

Executive Officer, Director

February 5, 2016, Jeremy Frommer was appointed as our Chief Executive Officer and Rick Schwartz was appointed as our President.

February 5, 2016, Jeremy Frommer and Leonard Schiller were appointed as members of the board of directors.

May 2, 2016, Andrew Taffin was appointed as a member of the board of directors.

Frommer, Chief Executive Officer and Director

Frommer, age 50, combines over 20 years of experience in the financial technology industry.

Previously, Mr.

Frommer held key leaderships roles in the investment banking and trading

divisions of large financial institutions.

From 2009 to 2012, Mr.

Frommer was briefly retired until beginning concept formation

for Jerrick Ventures which he officially founded in 2013.

Frommer held key leaderships

roles in the investment banking and trading divisions of large financial institutions.

From 2009 to 2012, Mr.

Frommer was Managing Director of Global Prime

Services at RBC Capital Markets, the investment banking arm of the Royal Bank of Canada, the largest financial institution in Canada,

after the sale of Carlin Financial Group, a professional trading firm.

Frommer was briefly

retired until beginning concept formation for Jerrick Ventures which he officially founded in 2013.

From 2007 to 2009, Mr.

Frommer was the Chief Executive Officer

of Carlin Financial Group after the sale of NextGen Trading, a software development company focused on building equity trading

was Managing Director of Global Prime Services at RBC Capital Markets, the investment banking arm of the Royal Bank of Canada,

the largest financial institution in Canada, after the sale of Carlin Financial Group, a professional trading firm.

Frommer was the Chief Executive Officer of Carlin Financial Group after the sale of NextGen Trading, a software development

company focused on building equity trading platforms.

From 2002 to 2004, Mr.

Frommer was Founder and Chief Executive Officer of NextGen Trading.

From 2000 to 2002, he was

Managing Director of Merger Arbitrage Trading at Bank of America, a financial services firm.

Frommer was also a director of

LionEye Capital, a hedge fund from June 2012 to June 2014.

Frommer was Founder and Chief Executive Officer of

NextGen Trading.

From 2000 to 2002, he was Managing Director of Merger Arbitrage Trading at Bank of America, a financial services

Frommer was also a director of LionEye Capital, a hedge fund from June 2012 to June 2014.

He holds a B.A.

from the University of Albany.

Rick Schwartz, President

Schwartz, age 48, is a film and television producer

and financier based in New York.

Notable credits include The Departed, Black Swan, Gangs of New York, The Aviator, Machete, and

Schwartz began his film career at Miramax under Harvey and Bob Weinstein, working there for seven years and eventually

serving as the company’s Senior Vice President of Production.

from the University

Schwartz, President

Schwartz, age 50, is a film and television producer and financier based in New York.

Notable credits include The Departed, Black

Swan, Gangs of New York, The Aviator, Machete, and The Others.

Schwartz began his film career at Miramax under Harvey and

Bob Weinstein, working there for seven years and eventually serving as the company’s Senior Vice President of Production.

From 2008 to 2014, Mr.

Schwartz was CEO and Founder of Overnight

Schwartz and partner Jimmy Fallon created Eight Million Plus Productions, a New York-based production

company, which produces shows such as Spike TV’s Lip Sync Battle and NBC’s Sharing.

Leonard Schiller, Director

Leonard Schiller, age 72, is President and Managing

Partner of the Chicago law firm of Schiller Klein PC and has been associated with the firm since 1977.

Schiller also has served

as the President of The Dearborn Group, a residential property management and real estate company with properties located in the

Schiller has also been involved in the ownership of residential properties and commercial properties throughout the

Schiller has acted as a principal in numerous private loan transactions and has been responsible for the structure,

and management of these transactions.

Schiller has also served as a member of the Board of Directors of IMALL, an internet

search engine company, which was acquired by Excite@Home.

He also served as a member of the Board of AccuMed International, Inc.,

a company which manufactured and marketed medical diagnostic screening products, which was acquired by Molecular Diagnostics, Inc.

He presently serves as a director of Milestone Scientific, Inc., a Delaware company.

He also serves as a director of Gravitas Cayman

and a Limited Partner of Gravitas Capital Partners LLC, a private hedge fund.

Andrew Taffin, Director

Andrew Taffin has over 25 years of entrepreneurial

and executive leadership experience.

He is currently the Chief Executive Officer and co-founder of Tallen Technology Rentals (“Tallen”),

a leading provider of technology services and short-term rental AV equipment for businesses and organizations of all sizes.

Taffin’s leadership, Tallen has experienced consistent revenue growth, secured multimillion dollar contracts with Fortune

100 companies, expanded into multiple business categories including pharmaceutical and financial services, and established a global

presence to include supporting clients across the globe.

Taffin was also one of the founding members and former president of

the International Technology Rental Associations (“ITRA”).

Taffin is a consistent speaker at industry conferences

and events and contributes regularly to several technology publications.

Taffin graduated from Plymouth State University with

Schwartz was CEO and Founder of Overnight Productions.

Schwartz and partner Jimmy Fallon created

Eight Million Plus Productions, a New York-based production company, which produces shows such as Spike TV’s Lip Sync Battle

and NBC’s Sharing.

Schiller, Director

Schiller, age 74, is President and Managing Partner of the Chicago law firm of Schiller Klein PC and has been associated with

the firm since 1977.

Schiller also has served as the President of The Dearborn Group, a residential property management and

real estate company with properties located in the Midwest.

Schiller has also been involved in the ownership of residential

properties and commercial properties throughout the country.

Schiller has acted as a principal in numerous private loan transactions

and has been responsible for the structure, and management of these transactions.

Schiller has also served as a member of

the Board of Directors of IMALL, an internet search engine company, which was acquired by Excite@Home.

He also served as a member

of the Board of AccuMed International, Inc., a company which manufactured and marketed medical diagnostic screening products,

which was acquired by Molecular Diagnostics, Inc.

He presently serves as a director of Milestone Scientific, Inc., a Delaware

company and as a director of Point Capital, Inc., a Delaware corporation.

Taffin, Director

Taffin, age 52, has over 25 years of entrepreneurial and executive leadership experience.

He is currently the Chief Executive

Officer and co-founder of Tallen Technology Rentals (“Tallen”), a leading provider of technology services and short-term

rental AV equipment for businesses and organizations of all sizes.

Taffin’s leadership, Tallen has experienced

consistent revenue growth, secured multimillion dollar contracts with Fortune 100 companies, expanded into multiple business categories

including pharmaceutical and financial services, and established a global presence to include supporting clients across the globe.

Taffin was also one of the founding members and former president of the International Technology Rental Associations (“ITRA”).

Taffin is a consistent speaker at industry conferences and events and contributes regularly to several technology publications.

Taffin graduated from Plymouth State University with a B.A.

in communications.

The members of the Board of Directors serve until the

next annual meeting of stockholders, or until their successors have been elected.

When considering whether directors and nominees have

the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities

effectively in light of the Company’s business and structure, the Board of Directors focuses primarily on the industry and

transactional experience, and other background, in addition to any unique skills or attributes associated with a director.

regard to Mr.

Frommer, the Board of Directors considered his significant experience, expertise and background with regard

to the Company’s business and his prior experience as a chief executive for other business enterprises.

Schiller, the Board of Directors considered his background and experience as an investor in many different businesses,

together with his prior experience serving on the boards of public and private companies.

members of the Board of Directors serve until the next annual meeting of stockholders, or until their successors have been elected.

considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the Board of Directors

to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board of Directors

focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes

associated with a director.

With regard to Mr.

Taffin, the Board

of Directors considered his management experience in growing small businesses.

Family Relationships

There are currently no family relationships among any

of our directors or executive officers.

Board Committees

Our Board of Directors does not have any committees

As independent directors are added to our board, we intend to form a formal Audit Committee, Compensation Committee

and Nominating and Corporate Governance Committee and adopt appropriate written charters for such committees.

however, there are no plans to appoint certain directors to specific committees.

Until such time as an Audit Committee,

Compensation Committee and Nominating and Corporate Governance Committee is formed, the full Board of Directors fulfills the functions

normally undertaken by such committees.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange

Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities

registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with

Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to

furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Based solely on our review

of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of

1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended

December 31, 2016, were timely.

Code of Ethics

The Company does not currently maintain a Code of Ethics

but plans to adopt one in the near future.

Legal Proceedings

There are no material proceedings to which any director

or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries

or has a material interest adverse to our Company or any of our subsidiaries.

No director or executive officer has been a director

or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during

the past ten years.

No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal

proceeding during the past ten years.

No director or executive officer has been the subject of any order, judgment or decree of

any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business,

securities or banking activities during the past ten years.

No director or officer has been found by a court to have violated a

federal or state securities or commodities law during the past ten years.

Frommer, the Board of Directors considered his significant experience,

expertise and background with regard to the Company’s business and his prior experience as a chief executive for other business

With regard to Mr.

Schiller, the Board of Directors considered his background and experience as an

investor in many different businesses, together with his prior experience serving on the boards of public and private companies.

With regard to Mr.

Taffin, the Board of Directors considered his management experience in growing small businesses.

Relationships

are currently no family relationships among any of our directors or executive officers.

Board of Directors does not have any committees formed.

As independent directors are added to our board, we intend

to form a formal Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and adopt appropriate

written charters for such committees.

Presently, however, there are no plans to appoint certain directors to specific

Until such time as an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee

is formed, the full Board of Directors fulfills the functions normally undertaken by such committees.

with Section 16(a) of the Exchange Act

16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more

of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in

beneficial ownership with the SEC.

Directors, executive officers and greater than 10% stockholders are required by the rules and

regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the

Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common

stock during the fiscal year ended December 31, 2017, the following persons did not file timely.

Leonard Schiller, a member

of our Board, did not file timely two times, but has made all required filings as of this date;

Andrew Taffin, a

member of our Board, did not file timely once, but has made all required filings as of this date.

Arthur Rosen,

a beneficial owner of more than 10% of our Common Stock did not file his Form 3 on a timely basis during the fiscal year ended

December 31, 2017.

On April 23, 2018, Mr.

Rosen filed a Form 3 and a Schedule 13D.

To the Company’s knowledge, Mr.

has made all required filings as of this date.

Company does not currently maintain a Code of Ethics but plans to adopt one in the near future.

are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that

is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries.

No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition

or had a bankruptcy petition filed against it during the past ten years.

No director or executive officer has been convicted of

a criminal offense or is the subject of a pending criminal proceeding during the past ten years.

No director or executive officer

has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or

otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years.

or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

Executive Compensation.

The following summary compensation table sets forth

all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended December 31,

2016 and 2015.

Name and Principal Position

following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers

paid by us during the years ended December 31, 2017, and 2016.

Name and Principal

Incentive Plan

Kent Campbell (1)

Chief Executive Officer and Chief Financial

Denis Espinoza (1)

President and Chief Operating

Chief Executive Officer and

Chief Financial Officer

Denis Espinoza (1) President and Chief Operating

Jeremy Frommer (2) Chief Executive

$ 132,792 (3)

Rick Schwartz (2)

Effective February 5, 2016, Kent Campbell resigned as our Chief Executive Officer and Chief Financial Officer and Denis Espinoza

resigned as our President and Chief Operating Officer.

Effective February 5, 2016, Jeremy Frommer was appointed as our Chief Executive Officer and Rick Schwartz was appointed as our

Employment Agreements

As of March 31, 2017, the Company has not

entered into any employments agreements, but intends on entering into such agreements with its Chief Executive Officer and President

in fiscal 2017.

Outstanding Equity Awards at Fiscal Year-End 2016

At December 31, 2016, we had outstanding equity

awards as follows:

Effective February 5, 2016, Kent Campbell resigned as our Chief Executive Officer and Chief Financial Officer and Denis Espinoza resigned as our President and Chief Operating Officer.

Effective February 5, 2016, Jeremy Frommer was appointed as our Chief Executive Officer and Rick Schwartz was appointed as our President.

The $132,792 includes payment to Mr.

Frommer for living expenses, health insurance and a vehicle allowance.

of May 7, 2018, the Company has not entered into any employments agreements, but intends on entering into such agreements

with its Chief Executive Officer and President in the fiscal year 2018.

Equity Awards at Fiscal Year-End 2017

December 31, 2017, we had outstanding equity awards as follows:

Number of Securities Underlying Unexercised Options Exercisable

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Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

Kent Campbell (1)

Denis Espinoza (1)

Jeremy Frommer (1)

Rick Schwartz (1)

Effective February 5, 2016, Kent Campbell resigned as our Chief Executive Officer and Chief Financial Officer and Denis Espinoza resigned as our President and Chief Operating Officer.

Effective February 5, 2016, Jeremy Frommer was appointed as our Chief Executive Officer and Rick Schwartz was appointed as our President.

Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of the close of business on March 31, 2017,

February 5, 2016, Jeremy Frommer was appointed as our Chief Executive Officer and Rick Schwartz was appointed as our President.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of the close of business on May 16, 2018

we had outstanding 40,524,432 shares of common stock.

Each share of common stock is currently entitled to one vote

on all matters put to a vote of our stockholders.

The following table sets forth the number of common shares, and percentage

of outstanding common shares, beneficially owned as of March 31, 2017, by:

each person known by us to be the beneficial owner of more than five percent of our outstanding common stock;

each of our current directors;

each our current executive officers and any other persons identified as a “named executive”

the Summary Compensation Table above;

all our current executive officers and directors as a group.

Each share of common stock is currently entitled to one

vote on all matters put to a vote of our stockholders.

The following table sets forth the number of common shares,

and percentage of outstanding common shares, beneficially owned as of May 16, 2018, by:

person known by us to be the beneficial owner of more than five percent of our outstanding common stock;

of our current directors;

our current executive officers and any other persons identified as a “named executive”

in the Summary Compensation

our current executive officers and directors as a group.

Shares beneficially owned and percentage ownership

before this offering is based on 33,974,582 shares of common stock outstanding as of March 31, 2017.

Beneficial ownership is determined in accordance with

the rules of the SEC, and includes general voting power and/or investment power with respect to securities.

Shares of common

stock issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of the record

date, and shares of common stock issuable upon conversion of other securities currently convertible or convertible within 60 days,

are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed

outstanding for computing the beneficial ownership percentage of any other person.

Under the applicable SEC rules, each person’s

beneficial ownership is calculated by dividing the total number of shares with respect to which they possess beneficial ownership

by the total number of outstanding shares.

In any case where an individual has beneficial ownership over securities

that are not outstanding, but are issuable upon the exercise of options or warrants or similar rights within the next 60 days,

that same number of shares is added to the denominator in the calculation described above.

Because the calculation of each person’s

beneficial ownership set forth in the “Percentage Beneficially Owned”

column of the table may include shares that are

not presently outstanding, the sum total of the percentages set forth in such column may exceed 100%.

Unless otherwise

indicated, the address of each of the following persons is 202 S Dean Street, Englewood, NJ 07631, and, based upon information

available or furnished to us, each such person has sole voting and investment power with respect to the shares set forth opposite

his, her or its name.

before this offering is based on 40,524,432 shares of common stock outstanding as of May 16, 2018.

ownership is determined in accordance with the rules of the SEC, and includes general voting power and/or investment power

with respect to securities.

Shares of common stock issuable upon exercise of options or warrants that are currently exercisable

or exercisable within 60 days of the record date, and shares of common stock issuable upon conversion of other securities currently

convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person

holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person.

Under the applicable SEC rules, each person’s beneficial ownership is calculated by dividing the total number of shares

with respect to which they possess beneficial ownership by the total number of outstanding shares.

In any case where

an individual has beneficial ownership over securities that are not outstanding, but are issuable upon the exercise of options

or warrants or similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation

described above.

Because the calculation of each person’s beneficial ownership set forth in the “Percentage Beneficially

column of the table may include shares that are not presently outstanding, the sum total of the percentages set forth

in such column may exceed 100%.

Unless otherwise indicated, the address of each of the following persons is 202 S Dean

Street, Englewood, NJ 07631, and, based upon information available or furnished to us, each such person has sole voting and investment

power with respect to the shares set forth opposite his, her or its name.

Name and Address

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5% or Greater Stockholders

9,921,911 (3)

1,776,660 (2)

All 5% or Greater

Stockholders as a Group

Named Executive

Officers and Directors

All 5% or Greater Stockholders as a Group

Named Executive Officers and Directors

Jeremy Frommer

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Leonard Schiller

1,682,190 (4)

Andrew Taffin

1,318,555 (5)

All current directors

and officers as a group (3)

* Denotes less than one percent

The securities “beneficially owned”

by a person are determined in accordance with the definition of “beneficial ownership”

set forth in the regulations

of the SEC and accordingly, may include securities owned by or for, among others, the spouse, children or certain other relatives

of such person, as well as other securities over which the person has or shares voting or investment power or securities which

the person has the right to acquire within 60 days.

This total include shares issuable

upon exercise of warrants for 1,060,000 shares of common stock, and shares issuance upon exercise of stock options to purchase

150,000 shares of common stock.

This total consists of:

(i) 3,048,316

shares issuable upon the conversion of Series A Preferred Stock, (ii) 2,540,263 shares issuable upon the conversion of Series B

Preferred Stock, (iii)750,000 shares issuable upon the conversion of notes, and (iv) 2,916,666 shares issuable upon the exercise

This total consists of:

shares issuable upon the conversion of Series A Preferred Stock, (ii)400,000 shares issuable upon the exercise of warrants, and

(iv) 400,000 shares issuable upon the exercise of stock options.

This total consists of:

shares issuable upon the conversion of Series A Preferred Stock, (ii)340,000 shares issuable upon the exercise of warrants, and

(iv) 300,000 shares issuable upon the exercise of stock options.

Market for our Securities

While there is no established public trading market

for our Common Stock, our Common Stock is quoted on the OTC Markets OTCQB under the symbol “JMDA”.

The market price of our Common Stock is subject to

significant fluctuations in response to variations in our quarterly operating results, general trends in the market and other factors,

over many of which we have little or no control.

In addition, broad market fluctuations, as well as general economic, business

and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected performance.

Anti-Takeover Provisions

Our charter and bylaws contain provisions that may

make it more difficult for a third party to acquire or may discourage acquisition bids for us.

Our Board may, without action of

our stockholders, issue authorized but unissued shares of preferred stock.

The existence of unissued preferred stock may enable

the Board, without further action by the stockholders, to issue such stock to persons friendly to current management or to issue

such stock with terms that could render more difficult or discourage an attempt to obtain control of us, thereby protecting the

continuity of our management.

Our shares of preferred stock could therefore be issued quickly with terms that could delay, defer,

or prevent a change in control of us, or make removal of management more difficult.

All current directors and officers as a group (4)

less than one percent

securities “beneficially owned”

by a person are determined in accordance with the definition of “beneficial

ownership”

set forth in the regulations of the SEC and accordingly, may include securities owned by or for, among others,

the spouse, children or certain other relatives of such person, as well as other securities over which the person has or shares

voting or investment power or securities which the person has the right to acquire within 60 days.

for our Securities

Our Common Stock is quoted on the OTC Markets

OTCQB under the symbol “JMDA”.

market price of our Common Stock is subject to significant fluctuations in response to variations in our quarterly operating results,

general trends in the market and other factors, over many of which we have little or no control.

In addition, broad market fluctuations,

as well as general economic, business and political conditions, may adversely affect the market for our Common Stock, regardless

of our actual or projected performance.

Anti-Takeover

charter and bylaws contain provisions that may make it more difficult for a third party to acquire or may discourage acquisition

Our Board may, without action of our stockholders, issue authorized but unissued shares of preferred stock.

The existence

of unissued preferred stock may enable the Board, without further action by the stockholders, to issue such stock to persons friendly

to current management or to issue such stock with terms that could render more difficult or discourage an attempt to obtain control

of us, thereby protecting the continuity of our management.

Our shares of preferred stock could therefore be issued quickly with

terms that could delay, defer, or prevent a change in control of us, or make removal of management more difficult.

Certain Relationships and Related Transactions.

Upon completion of the Merger, as of February

the Company has a commercial lease agreement with 202 S Dean, LLC for its current office building located at 202 S Dean Street,

Englewood, NJ 07631.

5, 2016, the Company has a commercial lease agreement with 202 S Dean, LLC for its current office building located at 202 S Dean

Street, Englewood, NJ 07631.

Under the agreement, the Company pays monthly rent to 202 S.

Dean LLC, which is 50% owned by our Chief Executive

Officer, Jeremy Frommer.

Dean LLC, which is 50% owned by our Chief

Executive Officer, Jeremy Frommer.

Monthly rent is $8,500 through 2015.

Commencing 2016 through 2023, monthly rent will be $14,165.

expires February 28, 2024.

Director Independence

Our Board of Directors will periodically review relationships

that directors have with the Company to determine whether the directors are independent.

Commencing 2016 through the expiration of the lease, monthly

rent will be $14,165.

The lease expired April 30, 2018.

Before moving to a new office space, the Company will be paying rent on

a month-to-month basis at the rate of $14,165 per month.

On May 26, 2016, the Company entered into

a loan agreement (the “Loan Agreement”) with Arthur Rosen, an individual (the “Lender”), pursuant to which

on May 26, 2016 (the “Closing Date”), the Lender issued the Company a secured term loan of $1,000,000 (the “Loan”).

In connection with the Loan Agreement, on May 26, 2016, the Company and Lender entered into a security agreement (the “Security

Agreement”), pursuant to which the Company granted to Lender a senior security interest in substantially all of the Company’s

assets as security for repayment of the Loan.

maturity date of the Loan is November 26, 2017 (the “Maturity Date”).

Pursuant to the Loan Agreement, the Loan

bears interest at a rate of 12.5% per annum, compounded annually and payable on the Maturity Date.

All outstanding principal,

accrued and unpaid interest and other amounts due under the Loan are due on the Maturity Date.

As additional consideration for entering

in the Loan Agreement, the Company issued Lender a warrant to purchase 1,000,000 shares of the Company’s Common Stock with

an exercise price of $0.40 per share (the “Warrant”).

The Warrant has a term of five (5) years and contains anti-dilution

provisions as further described therein.

On April 25, 2017, the Company issued convertible

notes to Arthur Rosen, a lender, 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

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

On April 25, 2017, the Company issued a

convertible note to Chris Gordon, a lender 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.

The August 2017 Convertible Note

Offering –

Related Party

During the year ended December 31, 2017,

the Company conducted multiple closings of a private placement offering to accredited investors (the “The August 2017 Convertible

Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors”

(the “Investors”) for aggregate gross proceeds of $505,000.

In addition, $645,000 of the Company’s short term

debt along with accrued but unpaid interest of $206,026 was converted into the August 2017 Convertible Offering.

The conversions

resulted in the issuance of 4,555,129 warrants with a fair value of $440,157 and the increase of principal of $60,000.

These resulted

in a loss on extinguishment of debt of $500,157.

The Company offered, through a placement

agent, $6,000,000 of units of its securities (each, a “Unit”

and collectively, the “Units”), with each

Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “Note”

and together the “Notes”),

convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion

price of $0.20 per share (the “Conversion Price”), and (b) a five-year warrant ( each a “Warrant and together

the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can

be converted into (“Warrant Shares”) at an exercise price of $0.20 per share (“Exercise Price”).

mature on the second (2nd) anniversary of their issuance dates.

The Conversion Price of the Note and the

Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked

instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion

Price or Exercise Price.

Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase

price, subject to carve-outs as described therein.

The Company recorded a $160,700 debt discount

relating to 2,525,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance.

The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

On December 21, 2017, the Company issued

a convertible note to a third party lender totaling $100,000 (the “Second December 2017 Note”).

The Second December

2017 Note accrues interest at 15% per annum and matures with interest and principal both due on December 27, 2019.

the Company issued a warrant to purchase 500,000 shares of Company common stock.

The warrant entitles the holder to purchase the

Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date.

recorded a $36,722 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity

instrument on the dates of issuance.

The debt discount is being accreted over the life of the note The Second December 2017 Note

and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment.

The Second December 2017 Note

is secured as a second priority lien on the assets of the Company.

Notes payable

Notes payable –

related party as

of December 31, 2017 and 2016 is as follows:

Outstanding Principal as of

December 31, 2017

December 31, 2016

Maturity Date

November 26, 2017

September 12, 2016

November 22, 2017

September 20, 2016

March 20, 2017

October 13, 2016

November 22, 2017

October 24, 2016

January 1, 2018

October 31, 2016

November 10, 2016

November 22, 2016

November 22, 2017

December 21, 2016

November 22, 2017

September 8, 2017

September 24, 2017

November 20, 2017

December 31, 2017

Debt Discount

On May 26, 2016, the Company entered into

a loan agreement (the “May 2016 Rosen Loan Agreement”) with Arthur Rosen, an individual (“Rosen”), pursuant

to which on May 26, 2016 (the “Closing Date”), Rosen provided the Company a secured term loan of $1,000,000 (the “May

2016 Rosen Loan”).

In connection with the May 2016 Rosen Loan Agreement, on May 26, 2016, the Company and Rosen entered into

a security agreement (the “Rosen Security Agreement”), pursuant to which the Company granted to Rosen a senior security

interest in substantially all of the Company’s assets as security for repayment of the May 2016 Rosen Loan.

Pursuant to the

May 2016 Rosen Loan Agreement, the May 2016 Rosen Loan bears interest at a rate of 12.5% per annum, compounded annually and payable

on the maturity date of May 26, 2017 (the “May 2016 Rosen Maturity Date”) at which time all outstanding principal,

accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due.

The Company entered into an amendment

to the May 2016 Rosen Loan extending the May 2016 Rosen Maturity Date to November 26, 2017.

As additional consideration for entering

in the May 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 1,000,000 shares of the Company’s

common stock at a purchase price of $0.40 per share (the “May 2016 Rosen Warrant”).

The May 2016 Rosen Warrant contains

anti-dilution provisions as further described therein.

On September 7, 2017 (the “Conversion Date”), Rosen converted

all accrued but unpaid interest on the May 26 Rosen Loan from May 26, 2016 through September 6, 2017 in the amount of $150,127.97

(the “May 26 Rosen Loan Interest”) into the Company’s August Convertible Note Offering, after which May 26 Rosen

Loan Interest was deemed paid in full through the Conversion Date.

On September 12, 2016, the Company entered

into a loan agreement (the “September 2016 Rosen Loan Agreement”) with Rosen, pursuant to which on September 12, 2016

(the “Closing Date”), the Company issued Rosen a promissory note of $100,000 (the “September 2016 Rosen Note”).

Pursuant to the September 2016 Rosen Loan Agreement, the September 2016 Rosen Note bears interest at a rate of 12% per annum.

additional consideration for entering in the September 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant

to purchase 150,000 shares of the Company’s common stock at a purchase price of $0.40 per share.

During the year ended December

31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering.

On October 13, 2016, the Company entered

into a loan agreement (the “October 2016 Gordon Loan Agreement”) with Chris Gordon, an individual (the “Gordon”),

pursuant to which on October 13, 2016 (the “Closing Date”), the Company issued a promissory note of $50,000 to Gordon

(the “October 2016 Gordon Note”).

Pursuant to the October 2016 Gordon Loan Agreement, the October 2016 Gordon Note

bears interest at a rate of 12% per annum.

As additional consideration for entering in the October 2016 Gordon Loan Agreement,

the Company issued Gordon a five-year warrant to purchase 50,000 shares of the Company’s common stock at a purchase price

of $0.40 per share.

During the year ended December 31, 2017 the principal and interest of this note were converted into the August

2017 Convertible Note Offering.

On October 24, 2016, the Company entered

into a loan agreement (the “October 2016 Schiller Loan Agreement”) with Leonard Schiller, a Board Member (the “Schiller”),

pursuant to which on October 24, 2016 (the “Closing Date”), the Company issued Schiller a promissory note of $15,000

(the “October 2016 Schiller Note”).

Pursuant to the October 2016 Schiller Loan Agreement, the October 2016 Schiller

Note bears interest at a rate of 9% per annum.

As additional consideration for entering in the October 2016 Schiller Loan Agreement,

the Company issued Schiller a 5-year warrant to purchase 30,000 shares of the Company’s common stock at a purchase price

of $0.30 per share.

During the year ended December 31, 2017 the principal and interest of this note were converted into the August

2017 Convertible Note Offering.

On October 31, 2016, the Company entered

into a loan agreement (the “October 2016 Rosen Loan Agreement”) with Rosen, pursuant to which on October 31, 2016 (the

“Closing Date”), Company issued Rosen a promissory note of $10,000 (the “October 2016 Rosen Note”).

to the October 2016 Rosen Loan Agreement, the October 2016 Rosen Note bears interest at a rate of 10% per annum.

As additional

consideration for entering in the October 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 10,000

shares of the Company’s common stock at a purchase price of $0.30 per share.

During the year ended December 31, 2017 the

principal and interest of this note were converted into the August 2017 Convertible Note Offering.

On December 21, 2016, the Company entered into a loan agreement (the “December 2016 Gordon Loan

Agreement”) with Gordon, pursuant to which on December 21, 2016 (the “Closing Date”), the Company issued Gordon

a promissory note of $275,000 (the “December 2016 Gordon Note”).

Pursuant to the December 2016 Gordon Loan Agreement,

the December 2016 Gordon Note bears interest at a rate of 10% per annum.

As additional consideration for entering in the December

2016 Gordon Loan Agreement, the Company issued Gordon a five-year warrant to purchase 166,666 shares of the Company’s common

stock at a purchase price of $0.40 per share.

During the year ended December 31, 2017 the principal and interest of this note were

converted into the August 2017 Convertible Note Offering.

On January 25, 2017, the Company entered

into a loan agreement (the “January 2017 Rosen Loan Agreement”) with Rosen pursuant to which on January 25, 2017 (the

“Closing Date”), the Company issued Rosen a promissory note of $50,000 (the “January 2017 Rosen Note”).

The January 2017 Rosen Note is secured by an officer of the Company.

Pursuant to the January 2017 Rosen Loan Agreement, the January

2017 Rosen Note bears interest at a rate of 10% per annum.

As additional consideration for entering in the January 2017 Rosen Loan

Agreement, the Company issued Rosen a five-year warrant to purchase 50,000 shares of the Company’s common stock at a purchase

price of $0.30 per share.

During the year ended December 31, 2017 the principal and interest of this note were converted into the

August 2017 Convertible Note Offering.

On January 26, 2017, the Company entered

into a loan agreement (the “January 2017 Gordon Loan Agreement”) with Gordon pursuant to which on January 26, 2017

(the “Closing Date”), the Company issued Gordon a promissory note of $50,000 (the “January 2017 Gordon Note”).

The January 2017 Gordon Note is secured by an officer of the Company.

Pursuant to the January 2017 Gordon Loan Agreement, the January

2017 Gordon Note bears interest at a rate of 10% per annum.

As additional consideration for entering in the January 2017 Gordon

Loan Agreement, the Company issued Gordon a five-year warrant to purchase 50,000 shares of the Company’s common stock at

a purchase price of $0.30 per share.

During the year ended December 31, 2017 the principal and interest of this note were repaid.

On February 7, 2017, the Company entered

into a loan agreement (the “February 2017 Schiller Loan Agreement”) with Schiller, a member of the Board, pursuant

to which on October 24, 2016 (the “Closing Date”), the Company issued Schiller a promissory note of $10,000 (the “February

2017 Schiller Note”).

The February 2017 Schiller Note is secured by an officer of the Company.

Pursuant to the February 2017

Schiller Loan Agreement, the February 2017 Schiller Note bears interest at a rate of 10% per annum.

As additional consideration

for entering in the February 2017 Schiller Note Loan Agreement, the Company issued Schiller a five-year warrant to purchase 10,000

shares of the Company’s common stock at a purchase price of $0.30 per share.

During the year ended December 31, 2017 the

principal and interest of this note were converted into the August 2017 Convertible Note Offering.

On April 12, 2017, the Company entered

into a loan agreement (the “April 2017 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the

Company issued Schiller a promissory note of $10,000 (the “April 2017 Schiller Note”).

The April 2017 Schiller Note

is secured by an officer of the Company.

Pursuant to the April 2017 Schiller Loan Agreement, the April 2017 Schiller Note bears

interest at a rate of 10% per annum.

As additional consideration for entering in the April 2017 Schiller Loan Agreement, the Company

issued Schiller a five-year warrant to purchase 10,000 shares of the Company’s common stock at a purchase price of $0.30

During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017

Convertible Note Offering.

On April 12, 2017, the Company entered

into a loan agreement (the “April 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory

note of $10,000 (the “April 2017 Rosen Note”).

The April 2017 Rosen Note is secured by an officer of the Company.

to the April 2017 Rosen Loan Agreement, the April 2017 Rosen Note bears interest at a rate of 10% per annum.

As additional consideration

for entering in the April 2017 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 10,000 shares of

the Company’s common stock at a purchase price of $0.30 per share.

During the year ended December 31, 2017 the principal

and interest of this note were converted into the August 2017 Convertible Note Offering.

On May 4, 2017, the Company entered into

a loan agreement (the “May 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note

of $15,000 (the “May 2017 Rosen Note”).

The May 2017 Rosen Note is secured by an officer of the Company.

the May 2017 Rosen Note Loan Agreement, the May 2017 Rosen Note bears interest at a rate of 12% per annum.

As additional consideration

for entering in the May 2017 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 10,500 shares

of the Company’s common stock at a purchase price of $0.30 per share.

During the year ended December 31, 2017 the principal

and interest of this note were converted into the August 2017 Convertible Note Offering.

On May 11, 2017, the Company entered into

a loan agreement (the “May 2017 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company

issued Schiller a promissory note of $20,000 (the “May 2017 Schiller Note”).

Pursuant to the May 2017 Schiller Loan

Agreement, the May 2017 Schiller Note bears interest at a rate of 10% per annum.

As additional consideration for entering in the

May 2017 Schiller Note Loan Agreement, the Company issued Schiller a five-year warrant to purchase 20,000 shares of the Company’s

common stock at a purchase price of $0.20 per share.

During the year ended December 31, 2017 the principal and interest of this

note were converted into the August 2017 Convertible Note Offering.

On June 26, 2017, the Company entered into

a loan agreement (the “June 2017 Schiller Loan Agreement”) Schiller, a member of the Board, whereby the Company issued

Schiller a promissory note of $30,000 (the “June 2017 Schiller Note”).

Pursuant to the June 2017 Schiller Loan Agreement,

the June 2017 Schiller Note bears interest at a rate of 10% per annum.

As additional consideration for entering in the June 2017

Schiller Loan Agreement, the Company issued Schiller a five-year warrant to purchase 22,500 shares of the Company’s common

stock at a purchase price of $0.20 per share.

During the year ended December 31, 2017 the principal and interest of this note were

converted into the August 2017 Convertible Note Offering.

On July 6, 2017, the Company entered into

a loan agreement (the “July 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note

of $25,000 (the “July 2017 Rosen Note”).

The July 2017 Rosen Note is secured by an officer of the Company.

to the July 2017 Rosen Note Loan Agreement, the July 2017 Rosen Note bears interest at a rate of 10% per annum.

As additional consideration

for entering in the July 2017 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 18,750 shares

of the Company’s common stock at a purchase price of $0.20 per share.

During the year ended December 31, 2017 the principal

and interest of this note were converted into the August 2017 Convertible Note Offering.

On July 6, 2017, the Company entered into

a loan agreement (the “July 2017 Gordon Loan Agreement”) with Gordon, whereby the Company issued Gordon a promissory

note of $25,000 (the “July 2017 Gordon Note”).

The July 2017 Gordon Note is secured by an officer of the Company.

to the July 2017 Gordon Note Loan Agreement, the July 2017 Gordon Note bears interest at a rate of 10% per annum.

As additional

consideration for entering in the July 2017 Gordon Note Loan Agreement, the Company issued Gordon a five-year warrant to purchase

18,750 shares of the Company’s common stock at a purchase price of $0.20 per share.

During the year ended December 31, 2017

the principal and interest of this note were converted into the August 2017 Convertible Note Offering.

On August 24, 2017, the Company entered

into a loan agreement (the “August 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory

note of $20,000 (the “August 2017 Rosen Note”).

The August 2017 Rosen Note is secured by an officer of the Company.

Pursuant to the August 2017 Rosen Note Loan Agreement, the August 2017 Rosen Note bears interest at a rate of 12% per annum.

the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering.

On September 8, 2017, the Company entered

into a loan agreement (the “September 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory

note of $224,000 (the “September 2017 Rosen Note”).

The September 2017 Rosen Note is secured by an officer of the Company.

As additional consideration for entering in the September 2017 Rosen Note Loan Agreement, the Company issued Rosen a five-year

warrant to purchase 1,650,000 shares of the Company’s common stock at a purchase price of $0.20 per share.

On November 20, 2017, the Company entered

into a loan agreement (the “November 2017 Schiller Loan Agreement”) Schiller, a member of the Board, whereby the Company

issued Schiller a promissory note of $25,000 (the “November 2017 Schiller Note”).

Pursuant to the November 2017 Schiller

Loan Agreement, the November 2017 Schiller Note bears interest at a rate of 15% per annum.

On November 20, 2017, the Company entered

into a loan agreement (the “November 2017 Rosen Agreement”) whereby the Company issued Rosen a promissory note of $25,000

(the “November 2017 Rosen Note”).

Pursuant to the November 2017 Rosen Loan Agreement, the November 2017 Rosen Note

bears interest at a rate of 15% per annum.

During the year ended December 31, 2017 the principal and interest of this note were

Line of credit

On May 9, 2017, the Company entered into

a Revolving Line of Credit (the “LOC”) with Grawin, LLC, an LLC controlled by Arthur Rosen, a related party.

is was established for a period of twelve months in which the Company can borrow principal up to $130,000.

The LOC bears interest

at a rate of 18%.

On May 09, 2017, in connection with the

LOC the Company issued a promissory note in the principal aggregate amount of $56,000 in favor Grawin, LLC.

On May 16, 2017, in connection with the

LOC the Company issued a promissory note in the principal aggregate amount of $30,000 in favor Grawin, LLC.

On May 22, 2017, in connection with the

LOC the Company issued a promissory note in the principal aggregate amount of $6,000 in favor Grawin, LLC.

On May 25, 2017, in connection with the

LOC the Company issued a promissory note in the principal aggregate amount of $35,000 in favor Grawin, LLC.

On June 16, 2017, in connection with the

LOC the Company issued a promissory note in the principal aggregate amount of $3,000 in favor Grawin, LLC.

Board of Directors will periodically review relationships that directors have with the Company to determine whether the directors

are independent.

Directors are considered “independent”

as long as they do not accept any consulting, advisory or other compensatory fee (other than director fees) from the Company, are

not an affiliated person of the Company or its subsidiaries (e.g., an officer or a greater-than-ten-percent stockholder) and are

independent within the meaning of applicable laws, regulations and the Nasdaq listing rules.

In this latter regard, the Board of

Directors will use the Nasdaq listing rules (specifically, Section 5605(a)(2) of such rules) as a benchmark for

determining which, if any, of its directors are independent, solely in order to comply with applicable SEC disclosure rules.

this is for disclosure purposes only.

It should be understood that, as a corporation whose shares are not listed for trading on

any securities exchange, our Company is not required to have any independent directors at all on its Board of Directors, or any

independent directors serving on any particular committees of the Board of Directors.

As of the date of this Form 10-K, the Board of Directors

has determined that Leonard Schiller and Andrew Taffin are independent within the meaning of the Nasdaq listing rule cited

as long as they do not accept any consulting, advisory

or other compensatory fee (other than director fees) from the Company, are not an affiliated person of the Company or its subsidiaries

(e.g., an officer or a greater-than-ten-percent stockholder) and are independent within the meaning of applicable laws, regulations

and the Nasdaq listing rules.

In this latter regard, the Board of Directors will use the Nasdaq listing rules (specifically,

Section 5605(a)(2) of such rules) as a benchmark for determining which, if any, of its directors are independent, solely

in order to comply with applicable SEC disclosure rules.

However, this is for disclosure purposes only.

It should be understood

that, as a corporation whose shares are not listed for trading on any securities exchange, our Company is not required to have

any independent directors at all on its Board of Directors, or any independent directors serving on any particular committees

of the Board of Directors.

of the date of this Form 10-K, the Board of Directors has determined that Leonard Schiller and Andrew Taffin are independent within

the meaning of the Nasdaq listing rule cited above.

Principal Accountant Fees and Services.

The following table sets forth the aggregate fees billed

for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company's

annual financial statements and review of financial statements included in the Company's quarterly reports or services that are

normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

following table sets forth the aggregate fees billed for each of the last two fiscal years for professional services rendered

by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included

in the Company’s quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory

filings or engagements for those fiscal years.

Audit-Related Fees

All Other Fees

Exhibits, Financial Statement Schedules.

Agreement and Plan of Merger dated February 5, 2016 by and among the Company, GPH Merger Sub., Inc., and Jerrick Ventures, Inc.

(incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Agreement and Plan of Merger dated February 28, 2016 by and among the Company and Jerrick Ventures, Inc.

(incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Articles of Incorporation, filed June 13, 2012 (incorporated by reference to the Company’s annual report on Form 10-SB filed with the Commission on March 30, 2006).

Amended and Restated Articles of Incorporation, filed November 6, 2013 (incorporated by reference to Exhibit 3.3 to the Company’s current report on Form 8-K filed with the Commission on December 4, 2013).

Certificate of Designation, Preferences, and Rights of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Commission on April 8, 2014).

Certificate of Designation, Preferences and Rights of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Commission on December 4, 2014).

Certificate of Designation of Series C Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Commission on August 3, 2015).

Certificate of Designation of Series D Preferred Stock (incorporated by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Jerrick Ventures, Inc.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits .

exhibits listed below are filed as a part of this registration statement.

and Plan of Merger dated February 5, 2016 by and among the Company, GPH Merger Sub., Inc., and Jerrick Ventures, Inc.

(incorporated

by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

and Plan of Merger dated February 28, 2016 by and among the Company and Jerrick Ventures, Inc.

(incorporated

by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

of Incorporation, filed with the Nevada Secretary of State on December 30, 1999 (incorporated by reference to the Company’s

annual report on Form 10-SB filed with the Commission on March 30, 2006).

and Restated Articles of Incorporation, filed with the Nevada Secretary of State on November 6, 2013 (incorporated by reference

to Exhibit 3.3 to the Company’s current report on Form 8-K filed with the Commission on December 4, 2013).

of Designation, Preferences, and Rights of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s

current report on Form 8-K filed with the Commission on April 8, 2014).

of Designation, Preferences and Rights of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s

current report on Form 8-K filed with the Commission on December 4, 2014).

of Designation of Series C Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s current report

on Form 8-K filed with the Commission on August 3, 2015).

of Designation of Series D Preferred Stock (incorporated by reference to Exhibit 3.1(f) of the Company’s current report

on Form 8-K filed with the Commission on February 11, 2016).

Ventures, Inc.

Certificate of Designation of Series A Cumulative Convertible Preferred Stock.

(incorporated by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Jerrick Ventures, Inc.

(incorporated

by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11,

Ventures, Inc.

Amendment to Certificate of Designation of Series A Cumulative Convertible Preferred Stock.

(incorporated by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Jerrick Ventures, Inc.

(incorporated

by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11,

Ventures, Inc.

Certificate of Designation of Series B Cumulative Convertible Preferred Stock.

(incorporated by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Certificate of Withdrawal of Certificate of Designation for Series A Preferred Stock.

(incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Certificate of Withdrawal of Certificate of Designation for Series B Preferred Stock.

(incorporated by reference to Exhibit 3.2 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Certificate of Withdrawal of Certificate of Designation for Series C Preferred Stock.

(incorporated by reference to Exhibit 3.3 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Certificate of Designation for Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Certificate of Designation for Series C Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.5 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Bylaws (incorporated by reference to the Company’s annual report on Form 10-SB filed with the Commission on March 30, 2006).

Certificate of Incorporation of Jerrick Ventures, Inc.

(incorporated by reference to Exhibit 3.3 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Convertible Promissory Note between the Company and KBM Worldwide, Inc.

dated August 22, 2014 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on August 26, 2014).

Convertible Promissory Note between the Company and KBM Worldwide, Inc.

dated November 17, 2014 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on December 2, 2014).

Securities Purchase Agreement between the Company, Bonjoe Gourmet Chips LLC and certain purchasers dated December 10, 2014 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on December 10, 2014).

Amended and Restated Securities Purchase Agreement between the Company, Bonjoe Gourmet Chips LLC and certain purchasers dated January 30, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on February 3, 2015).

Convertible Debenture, dated March 17, 2016 (incorporated by reference to Exhibit 4.5 to the Company’s

annual report on Form 10-K filed with the Commission on April 4, 2016).

Secured Promissory Note, dated April 5, 2016 (incorporated by reference to Exhibit 4.6 to the Company’s

annual report on Form 10-K filed with the Commission on April 4, 2016).

Form of Warrant.

(incorporated by reference to

Exhibit 4.1 to the Company’s quarterly report on Form 10-Q filed with the Commission on August 24, 2016).

Form of Warrant.

(incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-

K filed with the Commission on March 21, 2017).

Agreement for the Purchase and Sale of Real Estate between Ashland Holdings, LLC and TD Bank dated October 29, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on November 1, 2013).

Release Agreement between the Company and George I.

Norman dated August 15, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on August 15, 2014).

Securities Purchase Agreement between the Company and KBM Worldwide, Inc.

dated August 22, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on August 26, 2014).

Sale and Purchase Agreement between Ashland Holdings, LLC and Jonathon and Jessica Delavan dated October 2, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on October 9, 2014).

Securities Purchase Agreement between the Company and KBM Worldwide, Inc.

dated November 17, 2014 (incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8-K filed with the Commission on December 2, 2014).

Investment Agreement dated as of November 30, 2014 by and between the Company and Kent Campbell (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on December 4, 2014).

Royalty Agreement between the Company and Bonjoe Gourmet Chips LLC dated December 10, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on December 16, 2014).

Securities Purchase Agreement dated as of July 29, 2015 between Great Plains Holdings, Inc.

(incorporated

by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11,

of Withdrawal of Certificate of Designation for Series A Preferred Stock.

(incorporated by reference to Exhibit 3.1 of the

Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

of Withdrawal of Certificate of Designation for Series B Preferred Stock.

(incorporated by reference to Exhibit 3.2 of the

Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

of Withdrawal of Certificate of Designation for Series C Preferred Stock.

(incorporated by reference to Exhibit 3.3 of the

Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

of Designation for Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 of the Company’s

current report on Form 8-K filed with the Commission on March 3, 2016).

of Designation for Series C Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.5 of the Company’s

current report on Form 8-K filed with the Commission on March 3, 2016).

(incorporated by reference to the Company’s annual report on Form 10-SB filed with the Commission on March 30, 2006).

of Incorporation of Jerrick Ventures, Inc.

(incorporated by reference to Exhibit 3.3 of the Company’s current report

on Form 8-K filed with the Commission on February 11, 2016).

(incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8- K filed with the Commission

on March 21, 2017).

of Series A Preferred Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.5 the Company’s Registration

Statement on Form S-1 filed with the Commission on August 31, 2016)

of Series B Preferred Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.6 the Company’s Registration

Statement on Form S-1 filed with the Commission on August 31, 2016)

Stock Purchase Warrant, dated April 5, 2016 (incorporated by reference to Exhibit 10.15 to the Company’s annual report

on Form 10-K filed with the Commission on April 4, 2016).

of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s quarterly report on Form 10-Q filed with the Commission

on August 24, 2016).

of Warrant (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the Commission

on January 17, 2017).

of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission

on March 21, 2017).

of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission

on July 21, 2017).

of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission

on September 18, 2017).

of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission

on January 2, 2018) .

Purchase Agreement dated as of July 29, 2015 between Great Plains Holdings, Inc.

and Cape One Master Fund II LP.

(incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on August 3, 2015).

Spin-Off Agreement dated as of February 5, 2016 between the Company and Kent Campbell.

(incorporated by reference to Exhibit 10.9 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Share Exchange Agreement dated as of February 5, 2016 by and among Great Plains Holdings, Inc., Kent Campbell, Denis Espinoza and Sarah Campbell.

(incorporated by reference to Exhibit 10.10 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Form of Stock Purchase Agreement.

(incorporated by reference to Exhibit 10.11 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Subscription Agreement, dated March 17, 2016 (incorporated by reference to Exhibit 10.12 to the Company’s

annual report on Form 10-K filed with the Commission on April 4, 2016).

Security Agreement, dated March 17, 2016 (incorporated by reference to Exhibit 10.13 to the Company’s

annual report on Form 10-K filed with the Commission on April 4, 2016).

Common Stock Purchase Warrant, dated March 17, 2016 (incorporated by reference to Exhibit 10.14 to the

Company’s annual report on Form 10-K filed with the Commission on April 4, 2016).

Common Stock Purchase Warrant, dated April 5, 2016 (incorporated by reference to Exhibit 10.15 to the Company’s

annual report on Form 10-K filed with the Commission on April 4, 2016).

Form of Subscription Agreement (incorporated by reference to

Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed with the Commission on August 24, 2016).

Form of Subscription Agreement (incorporated by reference to

Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on March 21, 2017).

Form of Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s current report

on Form 8-K filed with the Commission on March 21, 2017).

(incorporated

by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on August 3, 2015).

Agreement dated as of February 5, 2016 between the Company and Kent Campbell.

(incorporated

by reference to Exhibit 10.9 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Exchange Agreement dated as of February 5, 2016 by and among Great Plains Holdings, Inc., Kent Campbell, Denis Espinoza and

Sarah Campbell.

(incorporated by reference

to Exhibit 10.10 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

of Stock Purchase Agreement.

(incorporated by reference to Exhibit 10.11 of the Company’s current report on Form 8-K

filed with the Commission on February 11, 2016).

Agreement by and between the Company and Arthur Rosen, dated May 26, 2016.

(incorporated

by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on June 2, 2016).

Agreement by and between the Company and Arthur Rosen, dated May 26, 2016.

(incorporated

by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on June 2, 2016).

of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q

filed with the Commission on August 24, 2016).

of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed

with the Commission on March 21, 2017).

of Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with

the Commission on March 21, 2017).

of Subscription Agreement (incorporated by reference to Exhibit 4.1 of the Company’s quarterly report on Form 10-Q filed

with the Commission on August 24, 2016).

and Assumption Agreement, dated May 12, 2017 (incorporated by reference to Exhibit 10.1 of the Company’s quarterly report

on Form 10-Q filed with the Commission on May 15, 2017).

of Credit Agreement, dated May 9, 2017 by and between the Company and Arthur Rosen (incorporated by reference to Exhibit 10.1

of the Company’s quarterly report on Form 10-Q filed with the Commission on May 15, 2017).

Note Issued In Favor Grawlin, LLC, Dated May 12, 2017, (incorporated by reference to Exhibit 10.1 of the Company’s quarterly

report on Form 10-Q filed with the Commission on May 15, 2017).

of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed

with the Commission on January 17, 2017).

of Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with

the Commission on January 17, 2017).

of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed

with the Commission on March 21, 2017).

of Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with

the Commission on March 21, 2017).

of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form

8-K filed with the Commission on July 21, 2017).

of 8.5% Convertible Redeemable Debentures due April 18, 2018 (incorporated by reference to Exhibit 10.2 of the Company’s

current report on Form 8-K filed with the Commission on July 21, 2017).

Purchase Agreement between the Company and Crossover Capital Fund I, LLC dated July 11, 2017 (incorporated by reference to

Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2017)

Media Holdings Inc.

8.5% Convertible Redeemable Note Due April 11, 2018 (incorporated by reference to Exhibit 10.2 of the

Company’s current report on Form 8-K filed with the Commission on September 15, 2017)

Amendment to 8.5% Convertible Redeemable Note Due April 11, 2018 (incorporated by reference to Exhibit 10.3 of the Company’s

current report on Form 8-K filed with the Commission on September 15, 2017)

Purchase Agreement between the Company and Diamond Rock LLC dated July 24, 2017 (incorporated by reference to Exhibit 10.4

of the Company’s current report on Form 8-K filed with the Commission on September 15, 2017)

Media Holdings Inc 8.5% Convertible Redeemable Note Due April 11, 2018 (incorporated by reference to Exhibit 10.5 of the Company’s

current report on Form 8-K filed with the Commission on September 15, 2017)

Amendment to 8.5% Convertible Redeemable Note Due April 24, 2018 (incorporated by reference to Exhibit 10.6 of the Company’s

current report on Form 8-K filed with the Commission on September 15, 2017)

Amendment to 8.5% Convertible Redeemable Note Due April 18, 2018 (incorporated by reference to Exhibit 10.7 of the Company’s

current report on Form 8-K filed with the Commission on September 15, 2017)

of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed

with the Commission on September 18, 2017)

of Promissory Note (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with

the Commission on September 18, 2017)

of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Company’s current report

on Form 8-K filed with the Commission on February 14, 2018)

of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed

with the Commission on January 2, 2018)

of Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with

the Commission on January 2, 2018)

of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form

8-K filed with the Commission on February 13, 2018)

of Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with

the Commission on February 13, 2018)

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Registration Statement on Form S-1 filed with the Commission on August 31, 2016).

Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))

4 unchanged sentences

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance.

XBRL Presentation.

XBRL Calculation.

XBRL Definition.

Presentation.

Filed herewith.

Pursuant to the requirements of Section 13 or 15(d)

of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

JERRICK MEDIA HOLDINGS, INC.

March 31, 2017

/s/ Jeremy Frommer

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

MEDIA HOLDINGS, INC.

Jeremy Frommer

Chief Executive Officer

(Principal Executive Officer)

(Principal Financial Officer)

(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on

the dates indicated.

/s/ Rick Schwartz

March 31, 2017

Executive Officer

Executive Officer)

Financial Officer)

Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Rick Schwartz

/s/ Leonard Schiller

March 31, 2017

Leonard Schiller

/s/ Andrew Taffin

March 31, 2017

Andrew Taffin

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 9A. Controls and Procedures