What changed in this filing

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Item 1A. Risk Factors

2019-04-01 compared with 2018-05-17 · 373 added, 277 removed, 315 unchanged (67% of the section changed)

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TO JERRICK MEDIA’S BUSINESS

independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability

doubt about our ability to continue as a going concern may hinder our ability

to obtain future financing.

As reflected in the accompanying audited consolidated financial statements, the Company had a net loss

of approximately $8.8 million for the year ended December 31, 2017, and a working capital deficit and accumulated deficit of approximately

$4.0 million and approximately $22.2 respectively, at December 31, 2017.

These factors raise substantial doubt about the Company’s

ability to continue as a going concern.

As reflected in the accompanying audited

consolidated financial statements, the Company had a net loss of approximately $11.9 million for the year ended December 31, 2018,

and a working capital deficit and accumulated deficit of approximately $2.3 million and approximately $36.5 million respectively,

at December 31, 2018.

These factors raise substantial doubt about the Company’s ability to continue as a going concern through

April 1, 2020.

The ability of the Company to continue

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to finance the growth of its current and expected future operations as well as to achieve its strategic objectives.

believes its current available cash, along with anticipated revenues, may be insufficient to meet its cash needs for the near future.

believes its current available cash, along with anticipated revenues, may be insufficient to meet its cash needs for the near

There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

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generate new sales from international customers;

allocate sufficient resources to continue with advertising and marketing efforts.

In their report dated May 17, 2018, our independent auditors stated that our financial statements for

the period ended December 31, 2017, were prepared assuming that we would continue as a going concern, which contemplates the realization

allocate sufficient resources to continue with advertising and

marketing efforts.

Based on the report from out

independent auditors dated April 1, 2019, management stated that our financial statements for the period

ended December 31, 2018, were prepared assuming that we would continue as a going concern, which contemplates the realization

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

These financial statements do not include any adjustments

relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company

be unable to continue as a going concern.

The accompanying financial statements do not

include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might

be necessary should the Company be unable to continue as a going concern.

We are not profitable

and may never be profitable.

From inception through the present, we

Since inception through the present, we

have been dependent on raising capital to support our working capital needs.

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operating expenses exceed our revenues and will likely continue to do so for the foreseeable future.

We are in the early stage of our development

We are in an early stage of our development

and we have not generated sufficient revenues to offset our operating expenses.

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Our operating subsidiary has been in existence

for approximately three years.

for approximately two years.

Our limited operating history means that there is a high degree of uncertainty in our ability to:

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be able to recognize profits high enough to sustain our business.

We face all the risks inherent in a new business, including the

expenses, difficulties, complications, and delays frequently encountered in connection with conducting operations, including capital

requirements.

Given our limited operating history, we may be unable to effectively implement our business plan, which would result

in a loss of your investment.

We face all the risks inherent in a new business, including

the expenses, difficulties, complications, and delays frequently encountered in connection with conducting operations, including

capital requirements.

Given our limited operating history, we may be unable to effectively implement our business plan, which

would result in a loss of your investment.

have assumed A significant amount of debt and our operations may not be able to generate sufficient cash flows to meet our debt

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Such indebtedness

could affect our operations in several ways, including:

a significant portion of our cash flows could be required to be used to service such indebtedness;

a high level of debt could increase our vulnerability to general adverse economic and industry conditions;

any covenants contained in the agreements governing such outstanding indebtedness could limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments;

a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, our competitors may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing;

debt covenants to which we may agree may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry.

could affect our operations in several ways, including the following:

a significant portion of our cash flows could be required to

be used to service such indebtedness;

a high level of debt could increase our vulnerability to general

adverse economic and industry conditions;

any covenants contained in the agreements governing such outstanding

indebtedness could limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments;

a high level of debt may place us at a competitive disadvantage

compared to our competitors that are less leveraged and, therefore, our competitors may be able to take advantage of opportunities

that our indebtedness may prevent us from pursuing;

debt covenants to which we may agree may affect our flexibility

in planning for, and reacting to, changes in the economy and in our industry.

A high level of indebtedness increases

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efforts and abilities of Jeremy Frommer, our Chief Executive Officer, and our other executive officers and directors.

individual is indispensable, the loss of the services of these executive officers could have a material adverse effect on our business,

operations, revenues or prospects.

individual is indispensable, the loss of the services of these executive officers could have a material adverse effect on our

business, operations, revenues or prospects.

We do not currently maintain key man life insurance on the lives of these individuals.

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director transactions, conflicts of interest and similar matters.

Recent Federal legislation, including the

Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity

of corporate management and the securities markets.

Because our securities are not yet listed on a national securities exchange,

we are not required to adopt these corporate governance measures and have not done so voluntarily in order to avoid incurring the

additional costs associated with such measures.

Among these measures is the establishment of independent committees of the Board

of Directors.

However, to the extent a public market develops for our securities, such legislation will require us to make changes

to our current corporate governance practices.

Recent Federal legislation, including

the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the

integrity of corporate management and the securities markets.

Because our securities are not yet listed on a national securities

exchange, we are not required to adopt these corporate governance measures and have not done so voluntarily in order to avoid

incurring the additional costs associated with such measures.

Among these measures is the establishment of independent committees

of the Board of Directors.

However, to the extent a public market develops for our securities, such legislation will require us

to make changes to our current corporate governance practices.

Those changes may be costly and time-consuming.

Furthermore, the absence of the

governance measures referred to above with respect to our Company may leave our shareholders with more limited protection in connection

with interested director transactions, conflicts of interest and similar matters.

Furthermore, the

absence of the governance measures referred to above with respect to our Company may leave our shareholders with more limited

protection in connection with interested director transactions, conflicts of interest and similar matters.

face intense competition.

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resources in order to remain competitive.

If our competitors are more successful than we are in developing compelling content or

in attracting and retaining users and advertisers, our revenues and operating results could be adversely affected.

If our competitors are more successful than we are in developing compelling content

or in attracting and retaining users and advertisers, our revenues and operating results could be adversely affected.

face competition from traditional media companies, and we may not be included in the advertising budgets of large advertisers,

which could harm our operating results.

In addition to internet companies, we face

competition from companies that offer traditional media advertising opportunities.

In addition to internet companies, we

face competition from companies that offer traditional media advertising opportunities.

Most large advertisers have set advertising

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would be harmed.

WE FACE RISKS ARISING FROM ACQUISITIONS.

We may pursue strategic acquisitions in

Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations

and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the

existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses,

the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses,

and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses.

Fully integrating

an acquired company or business into our operations may take a significant amount of time.

We cannot assure you that we will be

successful in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions.

risks may prevent us from realizing the expected benefits from acquisitions and could result in the failure to realize the full

economic value of a strategic transaction or the impairment of goodwill and/or intangible assets recognized at the time of an

These risks could be heightened if we complete a large acquisition or multiple acquisitions within a short period

business depends on strong brands and relationships, and if we are not able to maintain our relationships and enhance our brands,

our ability to expand our base of users, advertisers and affiliates will be impaired and our business and operating results could

We believe that maintaining and enhancing

the “Filthy Media”, “OMNI”, “Geeks”, “Longevity”, and “Potent”

is critical to expanding our base of users, advertisers and affiliates.

Maintaining and enhancing our brands’

profiles may require

us to make substantial investments and these investments may not be successful.

If we fail to promote and maintain the “Filthy

Media”, “OMNI”, “Geeks”, “Longevity”, and “Potent”

brands’

profiles, or if

we incur excessive expenses in this effort, our business and operating results could be harmed.

We anticipate that, as our market

becomes increasingly competitive, maintaining and enhancing our brands’

profiles may become increasingly difficult and expensive.

Maintaining and enhancing our brands will depend largely on our ability to be a technology leader and to continue to provide attractive

products and services, which we may not do successfully.

profiles may require us to make substantial investments and these investments may not be successful.

If we fail to promote and

maintain the brands’

profiles, or if we incur excessive expenses in this effort, our business and operating results could

We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brands’

may become increasingly difficult and expensive.

Maintaining and enhancing our brands will depend largely on our ability

to be a technology leader and to continue to provide attractive products and services, which we may not do successfully.

IF WE FAIL TO RETAIN EXISTING USERS

OR ADD NEW USERS, OR IF OUR USERS DECREASE THEIR LEVEL OF ENGAGEMENT WITH OUR PRODUCTS, OUR REVENUE, FINANCIAL RESULTS, AND BUSINESS

MAY BE SIGNIFICANTLY HARMED.

The size of our user base and our user’s

level of engagement are critical to our success.

Our financial performance will be significantly determined by our success in

adding, retaining, and engaging active users of our products, particularly Vocal.

We anticipate that our active user growth rate

will generally decline over time as the size of our active user base increases, and it is possible that the size of our active

user base may fluctuate or decline in one or more markets, particularly in markets where we have achieved higher penetration rates.

If people do not perceive Vocal to be useful, reliable, and trustworthy, we may not be able to attract or retain users or otherwise

maintain or increase the frequency and duration of their engagement.

A number of other content management systems and publishing

platforms that achieved early popularity have since seen their active user bases or levels of engagement decline, in some cases

precipitously.

There is no guarantee that we will not experience a similar erosion of our active user base or engagement levels.

Our user engagement patterns have changed over time, and user engagement can be difficult to measure, particularly as we introduce

new and different products and services.

Any number of factors could potentially negatively affect user retention, growth, and

engagement, including if:

increasingly engage with other competitive products or services;

fail to introduce new features, products or services that users find engaging or if we

introduce new products or services, or make changes to existing products and services,

that are not favorably received;

behavior on any of our products changes, including decreases in the quality and frequency

of content shared on our products and services;

are decreases in user sentiment due to questions about the quality or usefulness of our

products or our user data practices, or concerns related to privacy and sharing, safety,

security, well-being, or other factors;

are unable to manage and prioritize information to ensure users are presented with content

that is appropriate, interesting, useful, and relevant to them;

are unable to obtain or attract engaging third-party content;

adopt new technologies where our products may be displaced in favor of other products

or services, or may not be featured or otherwise available;

are changes mandated by legislation, regulatory authorities, or litigation that adversely

affect our products or users;

or other problems prevent us from delivering our products in a rapid and reliable manner

or otherwise affect the user experience, such as security breaches or failure to prevent

or limit spam or similar content;

adopt terms, policies, or procedures related to areas such as sharing, content, user

data, or advertising that are perceived negatively by our users or the general public;

elect to focus our product decisions on longer-term initiatives that do not prioritize

near-term user growth and engagement;

make changes in how we promote different products and services across our family of apps;

● initiatives

designed to attract and retain users and engagement are unsuccessful or discontinued,

whether as a result of actions by us, third parties, or otherwise;

fail to provide adequate customer service to users, marketers, developers, or other partners;

developers whose products are integrated with our products, or other partners and companies

in our industry are the subject of adverse media reports or other negative publicity,

including as a result of our or their user data practices;

current or future products, such as our development tools and application programming

interfaces that enable developers to build, grow, and monetize mobile and web applications,

reduce user activity on our products by making it easier for our users to interact and

share on third-party mobile and web applications.

If we are unable to maintain or increase

our user base and user engagement, our revenue and financial results may be adversely affected.

Any decrease in user retention,

growth, or engagement could render our products less attractive to users, marketers, and developers, which is likely to have a

material and adverse impact on our revenue, business, financial condition, and results of operations.

If our active user growth

rate continues to slow, we will become increasingly dependent on our ability to maintain or increase levels of user engagement

and monetization in order to drive revenue growth.

IF WE ARE UNABLE TO PROTECT OUR

INTELLECTUAL PROPERTY, THE VALUE OF OUR BRANDS AND OTHER INTANGIBLE ASSETS MAY BE DIMINISHED, AND OUR BUSINESS MAY BE ADVERSELY

We rely and expect to continue to rely

on a combination of confidentiality, assignment, and license agreements with our employees, consultants, and third parties with

whom we have relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect

our proprietary rights.

In the United States and internationally, we have filed various applications for protection of certain

aspects of our intellectual property, and we currently hold a number of registered trademarks and issued patents in multiple jurisdictions

and have acquired patents and patent applications from third parties.

Third parties may knowingly or unknowingly infringe

our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark and patent

applications may not be approved.

In addition, effective intellectual property protection may not be available in every country

in which we operate or intend to operate our business.

In any or all of these cases, we may be required to expend significant

time and expense in order to prevent infringement or to enforce our rights.

Although we have generally taken measures to protect

our proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar

to ours and compete with our business.

In addition, we regularly contribute software source code under open source licenses and

have made other technology we developed available under other open licenses, and we include open source software in our products.

If the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value

of our brands and other intangible assets may be diminished and competitors may be able to more effectively mimic our products,

services, and methods of operations.

Any of these events could have an adverse effect on our business and financial results.

WE ARE SUBJECT TO PAYMENT PROCESSING

We accept payments using a variety of

different payment methods, including credit and debit cards and direct debit.

We rely on internal systems as well as those of

third parties to process payments.

Acceptance and processing of these payment methods are subject to certain certifications, rules

and regulations.

To the extent there are disruptions in our or third-party payment processing systems, material changes

in the payment ecosystem, failure to recertify and/or changes to rules or regulations concerning payment processing, we could

be subject to fines and/or civil liability, or lose our ability to accept credit and debit card payments, which would harm our

reputation and adversely impact our results of operations.

WE ARE SUBJECT TO RISK AS IT RELATES

TO SOFTWARE THAT WE LICENSE FROM THIRD PARTIES.

We license software from third

parties, much of which is integral to our systems and our business.

The licenses are generally terminable if we breach our obligations

under the license agreements.

If any of these relationships were terminated or if any of these parties were to cease doing business

or cease to support the applications we currently utilize, we may be forced to spend significant time and money to replace the

licensed software.

FAILURES OR REDUCED ACCESSIBILITY

OF THIRD-PARTY SOFTWARE ON WHICH WE RELY COULD IMPAIR THE AVAILABILITY OF OUR PLATFORM AND APPLICATIONS AND ADVERSELY AFFECT OUR

We license software from third

parties for integration into our Vocal platform, including open source software.

These licenses might not continue to be available

to us on acceptable terms, or at all.

While we are not substantially dependent upon any third-party software, the loss of the

right to use all or a significant portion of our third-party software required for the development, maintenance and delivery of

our applications could result in delays in the provision of our applications until we develop or identify, obtain and integrate

equivalent technology, which could harm our business.

Any errors or defects in the hardware

or software we use could result in errors, interruptions, cyber incidents or a failure of our applications.

Any significant interruption

in the availability of all or a significant portion of such software could have an adverse impact on our business unless and until

we can replace the functionality provided by these applications at a similar cost.

Furthermore, this software may not be available

on commercially reasonable terms, or at all.

The loss of the right to use all or a significant portion of this software could

limit access to our platform and applications.

Additionally, we rely upon third parties’

abilities to enhance their current

applications, develop new applications on a timely and cost-effective basis and respond to emerging industry standards and other

technological changes.

We may be unable to effect changes to such third-party technologies, which may prevent us from rapidly

responding to evolving customer requirements.

We also may be unable to replace the functionality provided by the third-party software

currently offered in conjunction with our applications in the event that such software becomes obsolete or incompatible with future

versions of our platform and applications or is otherwise not adequately maintained or updated.

need to manage growth in operations to maximize our potential growth and achieve our expected revenues and our failure to manage

growth will cause a disruption of our operations, resulting in the failure to generate revenue.

In order to maximize potential growth in

our current and potential markets, we believe that we must expand our marketing operations.

In order to maximize potential growth

in our current and potential markets, we believe that we must expand our marketing operations.

This expansion will place a significant

strain on our management and our operational, accounting, and information systems.

We expect that we will need to continue to improve

our financial controls, operating procedures, and management information systems.

We will also need to effectively train, motivate,

and manage our employees.

Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating

the revenues we expect.

We expect that we will need to continue to

improve our financial controls, operating procedures, and management information systems.

We will also need to effectively train,

motivate, and manage our employees.

Our failure to manage our growth could disrupt our operations and ultimately prevent us from

generating the revenues we expect.

In order to achieve the general strategies

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keep a close eye on any and all expanding opportunities in our marketplace.

plan to generate a significant portion of our revenues from advertising and affiliate sales relationships, and a reduction in spending

by or loss of advertisers and general decrease in online spending could adversely harm our business.

plan to generate a significant portion of our revenues from advertising and affiliate sales relationships, and a reduction in

spending by or loss of advertisers and general decrease in online spending could adversely harm our business.

We plan to generate a substantial portion

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and provide value to our advertisers, they may stop placing ads with us, which would adversely affect our revenues and business.

In addition, expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns.

Our advertising and e-commerce revenues may be affected by the strength of advertising markets and general economic conditions

and may fluctuate depending on the success of our content, as measured by the number of people visiting our websites at any given

In addition, expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying

Adverse macroeconomic conditions can also have a material negative impact on the demand for advertising and cause our

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We believe that we take reasonable steps to protect the security, integrity and confidentiality of

the information we collect, use, store and disclose, but there is no guarantee that inadvertent (e.g., software bugs or other technical

malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite our efforts.

Although we have not experienced any material security breaches to date, we may in the future experience attempts to disable our

systems or to breach the security of our systems.

Techniques used to obtain unauthorized access to personal information, confidential

information and/or the systems on which such information is stored and/or to sabotage systems change frequently and generally are

not recognized until launched against a target.

As a result, we may be unable to anticipate these techniques or to implement adequate

preventative measures.

the information we collect, use, store and disclose, but there is no guarantee that inadvertent (e.g., software bugs or other

technical malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite

Although we have not experienced any material security breaches to date, we may in the future experience attempts

to disable our systems or to breach the security of our systems.

Techniques used to obtain unauthorized access to personal information,

confidential information and/or the systems on which such information are stored and/or to sabotage systems change frequently

and generally are not recognized until launched against a target.

As a result, we may be unable to anticipate these techniques

or to implement adequate preventative measures.

If an actual or perceived security breach

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our or our platform providers’

or perceived failure to comply with these laws and regulations could harm our business.

actual or perceived failure to comply with these laws and regulations could harm our business.

Customers view our content online, using

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privacy and the protection of this player information.

For example, the European Union (EU) has traditionally taken a broader view

than the United States and certain other jurisdictions as to what is considered personal information and has imposed greater obligations

under data privacy regulations.

Children’s Online Privacy Protection Act (COPPA) also regulates the collection,

use and disclosure of personal information from children under 13 years of age.

While none of our content is directed at children

under 13 years of age, if COPPA were to apply to us, failure to comply with COPPA may increase our costs, subject us to expensive

and distracting government investigations and could result in substantial fines.

For example, the European Union (EU) has traditionally taken a broader

view than the United States and certain other jurisdictions as to what is considered personal information and has imposed greater

obligations under data privacy regulations.

Children’s Online Privacy Protection Act (COPPA) also regulates the

collection, use and disclosure of personal information from children under 13 years of age.

While none of our content is directed

at children under 13 years of age, if COPPA were to apply to us, failure to comply with COPPA may increase our costs, subject

us to expensive and distracting government investigations and could result in substantial fines.

Data privacy protection laws are rapidly

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and the Department of Commerce, is continuing to review the need for greater regulation over the collection of personal information

and information about consumer behavior on the Internet and on mobile devices and the EU has proposed reforms to its existing data

protection legal framework.

and information about consumer behavior on the Internet and on mobile devices and the EU has proposed reforms to its existing

data protection legal framework.

Various government and consumer agencies worldwide have also called for new regulation and changes

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us with information regarding our players that is necessary for compliance with these various types of regulations.

Customer interaction with our content is

subject to our privacy policy and terms of service.

If we fail to comply with our posted privacy policy or terms of service or

if we fail to comply with existing privacy-related or data protection laws and regulations, it could result in proceedings or litigation

against us by governmental authorities or others, which could result in fines or judgments against us, damage our reputation, impact

our financial condition and harm our business.

If regulators, the media or consumers raise any concerns about our privacy and data

protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against us, damage

our reputation, and negatively impact our financial condition and damage our business.

Customer interaction with our content

is subject to our privacy policy and terms of service.

If we fail to comply with our posted privacy policy or terms of service

or if we fail to comply with existing privacy-related or data protection laws and regulations, it could result in proceedings

or litigation against us by governmental authorities or others, which could result in fines or judgments against us, damage our

reputation, impact our financial condition and harm our business.

If regulators, the media or consumers raise any concerns about

our privacy and data protection or consumer protection practices, even if unfounded, this could also result in fines or judgments

against us, damage our reputation, and negatively impact our financial condition and damage our business.

In the area of information security and

data protection, many jurisdictions have passed laws requiring notification when there is a security breach for personal data or

requiring the adoption of minimum information security standards that are often vaguely defined and difficult to implement.

security measures and standards may not be sufficient to protect personal information and we cannot guarantee that our security

data protection, many jurisdictions have passed laws requiring notification when there is a security breach for personal data

or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to implement.

Our security measures and standards may not be sufficient to protect personal information and we cannot guarantee that our security

measures will prevent security breaches.

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and impact our financial condition.

This could also subject us to liability under applicable security breach-related laws and regulations

and could result in additional compliance costs, costs related to regulatory inquiries and investigations, and an inability to

conduct our business.

This could also subject us to liability under applicable security breach-related laws and

regulations and could result in additional compliance costs, costs related to regulatory inquiries and investigations, and an

inability to conduct our business.

CHANGES TO FEDERAL, STATE OR INTERNATIONAL

LAWS OR REGULATIONS APPLICABLE TO OUR COMPANY COULD ADVERSELY AFFECT OUR BUSINESS.

Our business is subject to a variety of

federal, state and international laws and regulations, including those with respect privacy, data, and other laws.

and regulations, and the interpretation or application of these laws and regulations, could change.

In addition, new laws or regulations

affecting our business could be enacted.

These laws and regulations are frequently costly to comply with and may divert a significant

portion of management’s attention.

If we fail to comply with these applicable laws or regulations, we could be subject to

significant liabilities which could adversely affect our business.

any of our relationships with internet search websites terminate, if such websites’

methodologies are modified or if we are outbid

by competitors, traffic to our websites could decline.

We depend in part on various internet search

websites, such as Google.com, Bing.com, Yahoo.com and other websites to direct a significant amount of traffic to our websites.

methodologies are modified or if we

are outbid by competitors, traffic to our websites could decline.

We depend in part on various internet

search websites, such as Google.com, Bing.com, Yahoo.com and other websites to direct a significant amount of traffic to our websites.

Search websites typically provide two types of search results, algorithmic and purchased listings.

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We rely on both algorithmic

and purchased search results, as well as advertising on other internet websites, to direct a substantial share of visitors to our

websites and to direct traffic to the advertiser customers we serve.

If these internet search websites modify or terminate their

relationship with us or we are outbid by our competitors for purchased listings, meaning that our competitors pay a higher price

to be listed above us in a list of search results, traffic to our websites could decline.

Such a decline in traffic could affect

our ability to generate advertising revenue and could reduce the desirability of advertising on our websites.

and purchased search results, as well as advertising on other internet websites, to direct a substantial share of visitors to

our websites and to direct traffic to the advertiser customers we serve.

If these internet search websites modify or terminate

their relationship with us or we are outbid by our competitors for purchased listings, meaning that our competitors pay a higher

price to be listed above us in a list of search results, traffic to our websites could decline.

Such a decline in traffic could

affect our ability to generate advertising revenue and could reduce the desirability of advertising on our websites.

business involves risks of liability claims arising from our media content, which could adversely affect our ability to generate

revenue and could increase our operating expenses.

As a distributor of media content, we face

potential liability for defamation, invasion of privacy, negligence, copyright or trademark infringement, obscenity, violation

As a distributor of media content, we

face potential liability for defamation, invasion of privacy, negligence, copyright or trademark infringement, obscenity, violation

of rights of publicity and/or obscenity laws and other claims based on the nature and content of the materials distributed.

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In addition, measures to reduce our exposure to liability in connection with content available

through our internet websites could require us to take steps that would substantially limit the aesthetic of our internet websites

and/or their availability in certain geographic areas, which could adversely affect our ability to generate revenue and could increase

our operating expenses.

through our internet websites could require us to take steps that would substantially limit the attractiveness of our internet

websites and/or their availability in certain geographic areas, which could adversely affect our ability to generate revenue and

could increase our operating expenses.

property litigation could expose us to significant costs and liabilities and thus negatively affect our business, financial condition

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of third party patents and trademarks and other violations of third party intellectual property rights.

Intellectual property disputes

are generally time-consuming and expensive to litigate or settle, and the outcome of such disputes is uncertain and difficult to

Intellectual property

disputes are generally time-consuming and expensive to litigate or settle, and the outcome of such disputes is uncertain and difficult

The existence of such disputes may require us to set-aside substantial reserves, and has the potential to significantly

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our services or practices that are found to be in violation of another party’s rights.

Such outcomes may severely restrict or hinder

ongoing business operations and impact the value of our business.

Successful claims against us could also result in us having to

seek a license to continue our practices.

Under such conditions, a license may or may not be offered or otherwise made available

If a license is made available to us, the cost of the license may significantly increase our operating burden and expenses,

potentially resulting in a negative effect on our business, financial condition and results of operations.

Such outcomes may severely restrict

or hinder ongoing business operations and impact the value of our business.

Successful claims against us could also result in

us having to seek a license to continue our practices.

Under such conditions, a license may or may not be offered or otherwise

made available to us.

If a license is made available to us, the cost of the license may significantly increase our operating burden

and expenses, potentially resulting in a negative effect on our business, financial condition and results of operations.

Although we have been and are currently

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litigation, we have not obtained insurance for patent infringement losses.

If we are unsuccessful in resolving pending and future

If we are unsuccessful at resolving pending and future

patent litigation in a reasonable and affordable manner, it could disrupt our business and operations, including by negatively

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we are unable to obtain or maintain key website addresses, our ability to operate and grow our business may be impaired.

Our website addresses, or domain

names, are critical to our business.

Our website addresses, or domain names,

are critical to our business.

We currently own more than 415 domain names.

However, the regulation of domain names is

subject to change, and it may be difficult for us to prevent third parties from acquiring domain names that are similar to

ours, that infringe our trademarks or that otherwise decrease the value of our brands.

If we are unable to obtain or maintain

key domain names for the various areas of our business, our ability to operate and grow our business may be impaired.

However, the regulation of domain names is subject

to change, and it may be difficult for us to prevent third parties from acquiring domain names that are similar to ours, that

infringe our trademarks or that otherwise decrease the value of our brands.

If we are unable to obtain or maintain key domain

names for the various areas of our business, our ability to operate and grow our business may be impaired.

may have difficulty scaling and adapting our existing network infrastructure to accommodate increased traffic and technology advances

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experience could decline.

Maintaining an efficient

and technologically advanced network infrastructure is particularly critical to our business because of the pictorial nature of

the products and services provided on our websites.

A decline in quality could damage our reputation and lead us to lose current

and potential users and advertisers.

Cost increases, loss of traffic or failure to accommodate new technologies or changing business

requirements could harm our operating results and financial condition.

an efficient and technologically advanced network infrastructure is particularly critical to our business because of the pictorial

nature of the products and services provided on our websites.

A decline in quality could damage our reputation and lead us to

lose current and potential users and advertisers.

Cost increases, loss of traffic or failure to accommodate new technologies or

changing business requirements could harm our operating results and financial condition.

some of our brands contain adult content, companies providing products and services on which we rely may refuse to do business

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costs and more inefficient operations than if we were able to maintain such business relationships or find replacement service

business is exposed to risks associated with online commerce security and credit card fraud.

Consumer concerns over the security of

transactions conducted on the internet or the privacy of users may inhibit the growth of the internet and online commerce.

confidential information such as customer credit card numbers securely, we rely on encryption and authentication technology.

Unanticipated

events or developments could result in a compromise or breach of the systems we use to protect customer transaction data.

our servers may also be vulnerable to viruses and other attacks transmitted via the internet.

As a payment processor,

we are required to comply with PCI DSS and a credit card information breach could subject us to penalties or fines, litigation,

regulatory investigation or regulatory action.

While we proactively check for intrusions into our infrastructure, a new and undetected

virus could cause a service disruption.

Under current credit card practices, we may be held liable for fraudulent credit card transactions

and other payment disputes with customers.

A failure to control fraudulent credit card transactions adequately would adversely

affect our business.

Risk Factors Related to our Potent Media

remains illegal under Federal law.

Potent Media brand is a website devoted to exploring the history of marijuana, the cannabis culture and its effect on pop culture

The site keeps its user base informed on all things involving cannabis culture including movies, tv and books and festivals,

conventions and politics.

However, despite the development of a legal cannabis industry under the laws of certain states, these

state laws legalizing medical and adult cannabis use are in conflict with the Federal Controlled Substances Act, which classifies

cannabis as a schedule-I controlled substance and makes cannabis use and possession illegal on a national level.

The United States

Supreme Court has ruled that the Federal government has the right to regulate and criminalize cannabis, even for medical purposes,

and thus Federal law criminalizing the use of cannabis preempts state laws that legalize its use.

Although the Obama Administration

determined that it is not an efficient use of resources to direct Federal law enforcement agencies to prosecute those lawfully

abiding by state laws allowing the use and distribution of medical and recreational cannabis.

The Trump administration has made

statements implying that it could change this policy and decide to enforce the federal laws strongly, though no specific measures

have yet been implemented other than revocation of the Cole Memo and two others.

Any negative material change in the Federal government’s

policy on enforcement of these laws could potentially cause damage to the Potent brand, but should not cause significant financial

damage to the Company and/or our shareholders.

the possession and use of cannabis is illegal under the Federal Controlled Substances Act, we may be deemed to be aiding and abetting

illegal activities through the services that we provide to users.

As a result, we may be subject to enforcement actions by law

enforcement authorities, which would materially and adversely affect our business.

Under Federal law, and more specifically

the Federal Controlled Substances Act, the possession, use, cultivation, and transfer of cannabis is illegal.

Our business provides

services to customers that are engaged in the business of possession, use, cultivation, and/or transfer of cannabis.

law enforcement authorities, in their attempt to regulate the illegal use of cannabis, may seek to bring an action or actions against

us, including, but not limited, to a claim of aiding and abetting another’s criminal activities.

The Federal aiding and abetting

statute provides that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces

or procures its commission, is punishable as a principal.”

As a result of such an action, we may be

forced to cease operation of our Potent Media brand.

Such an action could have a material negative effect on our business and operations.

enforcement practices could change with respect to services provided to participants in the cannabis industry, which could adversely

If the Federal government were to change its practices, or were to expend its resources on enforcement actions against

service providers in the cannabis industry, such actions could have a materially adverse effect on our operations, our customers,

or the sales of our products.

It is possible that additional Federal

or state legislation could be enacted in the future that would prohibit our advertisers from selling cannabis and cannabis related

products, and, if such legislation were enacted, such advertisers may discontinue the use of our services, our potential source

of customers would be reduced, and our revenues would decline.

Further, additional government disruption in the cannabis industry

could cause potential customers and users to be reluctant use and advertise on our products, which would be detrimental to the

We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what

effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our

a network open to all internet users may result in legal consequences.

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enforcement prosecution.

Although the Obama Administration has

determined that it is not an efficient use of resources to direct Federal law enforcement agencies to prosecute those

following certain state laws allowing for the use and distribution of medical and recreational cannabis, there can be no

assurance that the administration, or future administrations, will not change its stated policy and begin enforcement of the

Federal laws against us or users of our website.

Additionally, there can be no assurance that we will not face

criminal prosecution from states where the use of cannabis is permitted for the use of cannabis in ways which do not fall

under the state law.

Finally, even if we attempt to prevent the use of our website or digital communities in states where

cannabis use is not permitted under state law, use of our websites by those in such states may still occur and state

authorities may still bring an action against us for the promotion of cannabis related material by those residing in such

Related to FILTHY MEDIA

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RISKS RELATED TO OUR COMMON STOCK

price of our Common Stock may be subject to wide fluctuations .

Even though we have our shares quoted on

the OTCQB, a consistently active trading market for our Common Stock may not exist.

You may not be able to sell your

shares quickly or at the current market price if trading in our stock is not active.

You may lose all or a part of your

The market price of our Common Stock may be highly volatile and subject to wide fluctuations in response

to a variety of factors and risks, many of which are beyond our control.

In addition to the risks noted elsewhere in

this prospectus, some of the other factors affecting our stock price may include:

our Common Stock may be subject to wide fluctuations.

Even though we have our shares quoted

on the OTCQB, a consistently active trading market for our Common Stock may not exist.

You may not be able to sell

your shares quickly or at the current market price if trading in our stock is not active.

You may lose all or a part

of your investment.

The market price of our Common Stock may be highly volatile and subject to wide fluctuations in

response to a variety of factors and risks, many of which are beyond our control.

In addition to the risks noted elsewhere

in this Annual Report on Form 10-K, some of the other factors affecting our stock price may include:

variations in our operating results;

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coverage of our Common Stock;

announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

announcements by us or our competitors of significant contracts, acquisitions, strategic

partnerships, joint ventures or capital commitments;

announcements by third parties of significant claims or proceedings against us;

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For these reasons, comparing our operating

results on a period-to-period basis may not be meaningful, and you should not rely on past results as an indication of future performance.

the past, following periods of volatility in the market price of a public company’s securities, securities class action litigation

has often been instituted against the public company.

Regardless of its outcome, this type of litigation could result

in substantial costs to us and a likely diversion of our management’s attention.

You may not receive a positive return on

your investment when you sell your shares and you may lose the entire amount of your investment.

results on a period-to-period basis may not be meaningful, and you should not rely on past results as an indication of future

In the past, following periods of volatility in the market price of a public company’s securities, securities

class action litigation has often been instituted against the public company.

Regardless of its outcome, this type

of litigation could result in substantial costs to us and a likely diversion of our management’s attention.

receive a positive return on your investment when you sell your shares and you may lose the entire amount of your investment.

may, in the future, issue additional SHARES OF COMMON STOCK, which would reduce investors’

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our share value

Our Articles of Incorporation

authorize the issuance of 300,000,000 shares of Common Stock, and 20,000,000 shares of preferred stock.

Currently the Company

has issued 31,581 shares of Series A Preferred, 8,063 shares of Series B Preferred and 0 of Series D Convertible Preferred

Stock (the “Series D Preferred”).

Additionally, the Company has issued warrants to purchase 46,211,279 shares of

our common stock at a weighted average exercise price of $0.25.

As of May 15, 2018, the Series A Preferred, Series B

Preferred and Series D Preferred, are convertible into 233,496 shares of the Company’s common stock, subject to

In addition, the Company has convertible notes outstanding that convert into 23,282,046 shares of the

Company’s common stock at conversion rates between $0.20 - $0.30.

Assuming all of the Company’s currently

outstanding preferred stock be converted and all outstanding warrants be exercised, the Company would have to issue an

additional 190,769,997 shares of common stock representing 175% of our current issued and outstanding common stock.

future issuance of this Common Stock would result in substantial dilution in the percentage of our Common Stock held by our

then existing shareholders.

Our Articles of Incorporation authorize

the issuance of 300,000,000 shares of Common Stock, and 20,000,000 shares of preferred stock.

Currently the Company has issued

0 shares of Series A Preferred, 0 shares of Series B Preferred and 0 of Series D Convertible Preferred Stock (the “Series

D Preferred”).

Additionally, the Company has issued warrants to purchase 116,333,122 shares of our common stock at an exercise

price of $0.20.

As of April 1, 2019, the Series A Preferred, Series B Preferred and Series D Preferred, are convertible into

0 shares of the Company’s common stock, subject to adjustment.

As of April 1, 2019, the Company has issued options exercisable

into 17,649,990 shares.

In addition, the Company has convertible notes outstanding that convert into 4,114,764 shares of the Company’s

common stock at a conversion rate of $0.20.

Assuming all of the Company’s currently outstanding preferred stock be converted

and all outstanding warrants and options be exercised and all convertible notes be converted, the Company would have to issue

an additional 138,097,876 shares of common stock representing 102% of our current issued and outstanding common stock.

future issuance of this Common Stock would result in substantial dilution in the percentage of our Common Stock held by our then

existing shareholders.

We may value any Common Stock issued in the future on an arbitrary basis.

The issuance of Common

Stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares

held by our investors, and might have an adverse effect on any trading market for our Common Stock.

The issuance of Common Stock

for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by

our investors, and might have an adverse effect on any trading market for our Common Stock.

OUR COMMON SHARES ARE SUBJECT TO

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to certain exceptions.

For any transaction involving a penny stock,

unless exempt, the rules require:

that a broker or dealer approve a person’s account for transactions in penny stocks;

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

For any transaction involving a penny

stock, unless exempt, the rules require:

a broker or dealer approve a person’s account for transactions in penny stocks;

broker or dealer receive from the investor a written agreement to the transaction, setting

forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account

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of the person;

and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the

person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny

and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and

the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions

in penny stocks.

The broker or dealer must also deliver,

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directors and officers regarding stockholder suits which they successfully defend (NRS 78.7502).

BECAUSE WE DO NOT INTEND TO PAY ANY

CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.

BECAUSE WE DO NOT INTEND TO PAY

ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL

We intend to retain any future earnings

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the foreseeable future.

Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they

Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless

they sell them.

There is no assurance that stockholders will be able to sell shares when desired.

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us to issue up to issue up to 20,000,000 shares of preferred stock in various classes.

As of December 31, 2017 there are 39,520,682

As of April 1, 2019 there are 134,256,350

outstanding shares of common stock.

Currently, the Company has issued 31,581 shares of Series A Preferred, 8,063 shares of Series

B Preferred and 0 shares of Series D Preferred stock outstanding.

As of May 15, 2018, our outstanding preferred stock is convertible

into 233,496 shares of the Company’s Common Stock.

Our board of directors will have the authority to fix and determine the

relative rights and preferences of preferred shares, as well as the authority to issue additional shares, without further stockholder

Currently, the Company has issued 0 shares of Series A Preferred, 0 shares of Series B Preferred

and 0 shares of Series D Preferred stock outstanding.

As of April 1, 2019, our outstanding preferred stock is convertible into

0 shares of the Company’s Common Stock.

Our board of directors will have the authority to fix and determine the relative

rights and preferences of preferred shares, as well as the authority to issue additional shares, without further stockholder approval.

As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders

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Not applicable.

Our corporate headquarters which houses

operations and support personnel, is 2050 Center Ave, Suite 640, Fort Lee NJ 07024, an office consisting of a total of 2,300 square

The current lease term is effective through August 5, 2023, with monthly rent of $5,612.00 for the first year and increases

at a rate of 3% for each subsequent year thereafter.

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 1A. Risk Factors