What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2019-04-01 compared with 2018-05-17 · 876 added, 186 removed, 158 unchanged (87% of the section changed)

2 unchanged sentences

(a) Market Information

Our shares of Common Stock are quoted on

the OTCQB under the symbol “JMDA”.

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

the symbol “GTPH”.

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

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

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

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

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

The prices reflect

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

First Quarter (January 1 –

Second Quarter (April 1 –

Third Quarter (July 1 –

September 30)

Fourth Quarter (October 1 –

First Quarter (January 1 –

Second Quarter (April 1 –

Third Quarter (July 1 –

September 30)

Fourth Quarter (October 1 –

Our shares of Common Stock are quoted

on the OTCQB under the symbol “JMDA”.

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

under the symbol “GTPH”.

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

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

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

securities exchange.

(b) Holders of Common Equity

As of May 16, 2018, there were approximately

As of April 1, 2019, there were approximately

266 stockholders of record.

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under Equity Compensation Plans

There are currently 17,649,990 outstanding

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

Currently, the Company has 350,010 available

options to issue under the plan.

are currently 17,649,990 outstanding options to purchase our securities with a weighted exercise price of $0.42 per option.

the Company has 350,010 available options to issue under its Plan (as defined below).

The Company has accrued 500,000 options to be issued either under the 2015 Stock Incentive and Award Plan

if and when the authorized shares under such plan are increased, or upon the approval of a new Stock Incentive and Award Plan,

in both instances to be approved by the shareholders.

Pursuant to the Merger, on February 5,

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

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

The purpose of the Plan is to provide additional

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

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

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

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

The purpose of the Plan is to provide

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

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

Eligible recipients of option awards are

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based on, our common stock.

The provisions of each option granted need

not be the same with respect to each option recipient.

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

as the board shall determine.

The Plan shall be administered by the Compensation

Committee consisting of two or more independent, non-employee and outside directors.

In the absence of such a Committee, the board

of the Company shall administer the Plan.

The provisions of each option granted

need not be the same with respect to each option recipient.

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

form as the board shall determine.

The Plan shall be administered by the

Compensation Committee consisting of two or more independent, non-employee and outside directors.

In the absence of such a Committee,

the board of the Company shall administer the Plan.

Each Option shall contain the following

material terms:

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

The purchase price of each share of Common Stock purchasable under a Non-qualified Option shall be at least 100% of the Fair Market Value of such share of Common Stock on the date the Non-qualified Option is granted, unless the Committee, in its sole and absolute discretion, determines to set the purchase price of such Non-qualified Option below Fair Market Value.

the term of each Option shall be fixed by the Committee, provided that such Option shall not be exercisable more than five (5) years after the date such Option is granted, and provided further that with respect to an Incentive Option, if the recipient owns more than ten percent (10%) of the total combined voting power of the Company, the Incentive Option shall not be exercisable more than five (5) years after the date such Incentive Option is granted;

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

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

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

purchase price of each share of Common Stock with respect to Incentive Options shall

be determined by the Committee at the time of grant, shall not be less than 100% of the

Fair Market Value (defined as the closing price on the final trading day immediately

prior to the grant on the principal exchange or quotation system on which the Common

Stock is listed or quoted, as applicable) of the Common Stock of the Company, provided

that if the recipient of the Option owns more than ten percent (10%) of the total

combined voting power of the Company, the exercise price shall be at least 110% of the

Fair Market Value;

purchase price of each share of Common Stock purchasable under a Non-qualified Option

shall be at least 100% of the Fair Market Value of such share of Common Stock on the

date the Non-qualified Option is granted, unless the Committee, in its sole and

absolute discretion, determines to set the purchase price of such Non-qualified Option

below Fair Market Value.

term of each Option shall be fixed by the Committee, provided that such Option

shall not be exercisable more than five (5) years after the date such Option is granted,

and provided further that with respect to an Incentive Option, if the recipient

owns more than ten percent (10%) of the total combined voting power of the Company, the

Incentive Option shall not be exercisable more than five (5) years after the date such

Incentive Option is granted;

to acceleration in the event of a Change of Control of the Company (as further described

in the Plan), the period during which the Options vest shall be designated by the Committee

or, in the absence of any Option vesting periods designated by the Committee at the time

of grant, shall vest and become exercisable in equal amounts on each fiscal quarter of

the Company through the four (4) year anniversary of the date on which the Option was

Option is transferable and each is exercisable only by the recipient of such Option except

in the event of the death of the recipient;

respect to Incentive Options, the aggregate Fair Market Value of Common Stock exercisable

for the first time during any calendar year shall not exceed $100,000.

Each award of Restricted Stock is subject

to the following material terms:

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

Restricted Stock shall not be delivered until they are free of any restrictions specified by the Compensation Committee at the time of grant;

recipients of Restricted Stock have the rights of a stockholder of the Company as of the date of the grant of the Restricted Stock;

shares of Restricted Stock are forfeitable until the terms of the Restricted Stock grant have been satisfied or the employment with the Company is terminated;

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

Unregistered Sales of Equity Securities

rights to an award of Restricted Stock are granted to the intended recipient of Restricted

Stock unless and until the grant of Restricted Stock is accepted within the period prescribed

by the Compensation Committee;

(ii) Restricted

Stock shall not be delivered until they are free of any restrictions specified by the

Compensation Committee at the time of grant;

(iii) recipients

of Restricted Stock have the rights of a stockholder of the Company as of the date of

the grant of the Restricted Stock;

of Restricted Stock are forfeitable until the terms of the Restricted Stock grant have

been satisfied or the employment with the Company is terminated;

Restricted Stock is not transferable until the date on which the Compensation Committee

has specified such restrictions have lapsed.

(e) Unregistered Sales of Equity Securities

During the year ended December 31, 2018,

we issued securities that were not registered under the Securities Act, and were not previously disclosed in a Current Report

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

All of the securities discussed in this Item 5(e) were issued in

reliance on the exemption under Section 4(a)(2) of the Securities Act.

The January 2018 Rosen Loan Agreement

On January 16, 2018, the Company entered

into a loan agreement (the “January 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory

note in the principal amount of $60,000 (the “January 2018 Rosen Note”).

The January 2018 Rosen Note is secured by

Jeremy Frommer, whereas upon default Mr.

Frommer would owe his own personal default shares of the Company’s common stock

to Rosen equal to the amount of principal outstanding divided by 0.20.

Pursuant to the January 2018 Rosen Loan Agreement, the

January 2018 Rosen Note bears interest at a rate of 6% per annum and is payable on the maturity date of January 31, 2018 (the

“January 2018 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other

amounts due under the secured term loan in the principal amount of $1,000,000 issued by Mr.

Rosen are due.

During the year ended

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

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

All of the securities discussed in this

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

On February 7, 2017, the Company issued

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

In March of 2017, the Company issued 60,000

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

On April 25, 2017, the Company issued convertible

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

The April Rosen Notes accrue interest at 12% per

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

In addition, in connection with the April Rosen Notes,

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

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

On April 25, 2017, the Company issued a

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

The April Gordon Notes accrue interest

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

In addition, the Company issued a five-year

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

The April Gordon Notes and accrued

interest were converted into the August 2017 Convertible Note Offering.

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

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

The warrants have an exercise price of $0.20 and an

expiration date of November 13, 2022.

December 31, 2018, the Company repaid $60,000 in principal and $200 in interest and the loan is no longer outstanding.

The January 2018 Gordon Loan Agreement

On January 16, 2018, the Company entered

into a loan agreement (the “January 2018 Gordon Loan Agreement”) with Mr.

Christopher Gordon (“Gordon”),

whereby the Company issued Gordon a promissory note in the principal amount of $40,000 (the “January 2018 Gordon Note”).

The January 2018 Gordon Note is secured by Jeremy Frommer, whereas upon default Mr.

Frommer would owe his own personal default

shares of the Company’s common stock to Gordon equal to the amount of principal outstanding divided by 0.20.

the January 2018 Gordon Loan Agreement, the January 2018 Gordon Note bears interest at a rate of 6% per annum and payable on the

maturity date of January 31, 2018 (the “January 2018 Gordon Maturity Date”) at which time all outstanding principal,

accrued and unpaid interest and other amounts due under the January 2018 Gordon Note are due.

During the year ended December 31,

2018, the Company repaid $40,000 in principal and $105 in interest and the loan is no longer outstanding.

The February 2018 Note

On February 8, 2018, the Company

issued a convertible note to a third-party lender totaling $40,750 (the “February 2018 Note”).

The February 2018

Note accrues interest at 18% per annum and matures with interest and principal both due on February 8, 2020.

In addition, the

Company issued a warrant to purchase 81,500 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.

Company recorded a $7,963 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 and an original issue discount of $5,298.

The debt discount is being accreted

over the life of the note.

The February 2018 Note and accrued interest is convertible at a conversion price of $0.20 per

share, subject to adjustment.

During the year ended December 31, 2018 the Company repaid $40,750 of principal and $3,548 of

unpaid interest and the loan is no longer outstanding.

The First March 2018 Rosen Loan

On March 4, 2018, the Company entered into

a loan agreement (the “First March 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory

note in the principal amount of $10,000 (the “First March 2018 Rosen Note”).

As additional consideration for entering

in the First March 2018 Rosen Note 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 $0.20 per share.

Pursuant to the First March 2018 Rosen Loan Agreement, the

First March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 19, 2018 (the

“First March 2018 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other

amounts due under the First March 2018 Rosen Note was due.

During the year ended December 31, 2018, the Company repaid $10,000

in principal and $260 in interest and the loan is no longer outstanding.

The Second March 2018 Rosen Loan

March 9, 2018, the Company entered into a loan agreement (the “Second March 2018 Rosen Loan Agreement”) with Rosen,

whereby the Company issued Rosen a promissory note in the principal amount of $15,000 (the “Second March 2018 Rosen Note”).

As additional consideration for entering in the Second March 2018 Rosen Loan Agreement, the Company issued Rosen a five-year warrant

to purchase 15,000 shares of the Company’s common stock at a purchase price of $0.20 per share.

Pursuant to the Second March

2018 Rosen Loan Agreement, the Second March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity

date of March 24, 2018 (the “Second March 2018 Rosen Maturity Date”) at which time all outstanding principal, accrued

and unpaid interest and other amounts due under the Second March 2018 Rosen Note was due.

During the year ended December 31, 2018,

the Company repaid $15,000 in principal and $365 in interest and the loan is no longer outstanding.

The Third March 2018 Rosen Loan

March 13, 2018, the Company entered into a loan agreement (the “Third March 2018 Rosen Loan Agreement”) with Rosen,

whereby the Company issued Rosen a promissory note in the principal amount of $10,000 (the “Third March 2018 Rosen Note”).

As additional consideration for entering in the Third March 2018 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 $0.20 per share.

Pursuant to the Third March

2018 Rosen Loan Agreement, the Third March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity

date of March 28, 2018 (the “Third March 2018 Rosen Maturity Date”) at which time all outstanding principal, accrued

and unpaid interest and other amounts due under the Third March 2018 Rosen Note was due.

During the year ended December 31, 2018,

the Company repaid $10,000 in principal and $230 in interest and the loan is no longer outstanding.

The May 2018 Schiller Loan Agreement

On May 2, 2018, the Company entered

into a loan agreement (the “May 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the

Company issued Schiller a promissory note in the principal amount of $100,000 (the “May 2018 Schiller Note”).

additional consideration for entering in the May 2018 Schiller Loan Agreement, the Company issued Schiller a four-year

warrant to purchase 300,000 shares of the Company’s common stock at a purchase price of $0.20 per share.

the May 2018 Schiller Loan Agreement, the May 2018 Schiller Note bears interest at a rate of 13% per annum and is payable on

the maturity date of February 02, 2019 (the “May 2018 Schiller Maturity Date”).

During the year ended December

31, 2018, the Company converted $100,000 of principal and $4,369 of unpaid interest into the August 2018 Equity Raise (as

defined below) and the loan is no longer outstanding.

The June 2018 Frommer Loan Agreement

On June 29, 2018, the Company entered

into a loan agreement (the “June 2018 Frommer Loan Agreement”) with Jeremy Frommer, an officer of the Company,

whereby the Company issued Frommer a promissory note in the principal amount of $10,000 (the “June 2018 Frommer

Note”).

As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued

Frommer a four-year warrant to purchase 30,000 shares of the Company’s common stock at a purchase price of $0.20 per

Pursuant to the June 2018 Frommer Loan Agreement, the June 2018 Frommer Note bears interest at a rate of 6% per annum

and payable on the maturity date of August 17, 2018 (the “June 2018 Frommer Maturity Date”).

On November 8, 2018

the Company executed an agreement that extended the maturity date of the June 2018 Frommer Loan Agreement to March 7, 2019.

As part of the extension agreement, the Company issued Frommer an additional 40,854 warrants to purchase common stock of the

Company at an exercise price of $0.30.

On March 29, 2019, the Company executed an agreement to further extend the maturity date of the

June 2018 Frommer Loan Agreement to May 15, 2019.

The First July 2018 Schiller Loan

On July 3, 2018, the Company entered into

a loan agreement (the “First July 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the

Company issued Schiller a promissory note in the principal aggregate amount of $35,000 (the “First July 2018 Schiller Note”).

As additional consideration for entering in the First July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year

warrant to purchase 75,000 shares of the Company’s common stock at a purchase price of $0.20 per share.

Pursuant to the agreement,

the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018.

Subsequent to the

balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to

March 7, 2019.

As part of the extension agreement, the Company issued Schiller warrants to purchase 142,987 shares of common stock

of the Company at an exercise price of $0.30.

On March 29, the Company executed an agreement to further extend the maturity date of this loan to May

The Second July 2018 Schiller Loan

On July 17, 2018, the Company entered into

a loan agreement (the “Second July 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the

Company issued Schiller a promissory note in the principal aggregate amount of $25,000 (the “Second July 2018 Schiller Note”).

As additional consideration for entering in the Second July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year

warrant to purchase 75,000 shares of the Company’s common stock at a purchase price of $0.20 per share.

Pursuant to the Second

July 2018 Schiller Loan Agreement, the Second July 2018 Schiller Note bears interest at a rate of 6% per annum and payable on the

maturity date of August 17, 2018.

On November 8, 2018 the Company executed upon an agreement that extended the maturity date of

this loan to March 7, 2019.

As part of the extension agreement, the Company issued Schiller warrants to purchase 101,900 shares

of common stock of the Company at an exercise price of $0.30.

On March 29, the Company executed an agreement to further extend the maturity date of this loan to May

The First July 2018 Rosen Loan Agreements

On July 12, 2018, the Company entered into

a loan agreement (the “First July 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory

note in the principal aggregate amount of $10,000 (the “First July 2018 Rosen Note”).

Pursuant to the First July 2018

Rosen Loan Agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018.

to the On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019.

As part of the extension agreement, the Company issued Rosen warrants to purchase 27,534 shares of common stock of the Company

at an exercise price of $0.30.

On March 29, the Company executed an agreement to further extend the maturity date of this loan

to May 15, 2019.

The Second July 2018 Rosen Loan

On July 18, 2018, the Company entered into a loan agreement (the “Second July 2018 Rosen Loan Agreement”)

with Rosen, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $50,000 (the “Second

July 2018 Rosen Note”) resulting from the conversion of a demand note (as described below).

As additional consideration for

entering into the Second July 2018 Rosen Loan Agreement, the Company issued Rosen a four-year warrant to purchase 150,000 shares

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

The Second July 2018 Rosen Note bears interest at a

rate of 6% per annum and payable on the maturity date of August 17, 2018.

On November 8, 2018 the Company executed upon an agreement

that extended the maturity date of this loan to March 7, 2019.

As part of the extension agreement, the Company issued Rosen warrants

to purchase 203,967 shares of common stock of the Company at an exercise price of $0.30.

On March 29, the Company executed an agreement

to further extend the maturity date of this loan to May 15, 2019.

The November 2018 Rosen Loan Agreement

On November 29, 2018, the Company

entered into a loan agreement (the “November 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued

Rosen a promissory note in the principal amount of $25,000 (the “November 2018 Rosen Note”).

As additional

consideration for entering in the November 2018 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to

purchase 25,000 shares of the Company’s common stock at a purchase price of $0.30 per share.

The November 2018 Rosen

Note bears interest at a rate of 6% per annum and is payable on the maturity date of December 23, 2018.

During the year ended

December 31, 2018, the Company repaid $25,000 of principal and $33 of unpaid interest and the loan is no longer outstanding.

The December 2018 Rosen Loan Agreement

December 27, 2018, the Company entered into a loan agreement (the “December 2018 Rosen Loan Agreement”) with Rosen,

whereby the Company issued Rosen a promissory note in the principal amount of $75,000 (the “December 2018 Rosen Note”).

As additional consideration for entering in the December 2018 Rosen Note Loan Agreement, the Company issued Rosen a four-year

warrant to purchase 75,000 shares of the Company’s common stock at a purchase price of $0.30 per share.

The December 2018

Rosen Note bears interest at a rate of 6% per annum and is payable on the maturity date of January 26, 2019.

On March 29, the Company executed an agreement to further extend the maturity date of this loan

to May 15, 2019.

The December 2018 Gravitas Capital

Loan Agreement

December 27, 2018, the Company entered into a loan agreement (the “December 2018 Gravitas Capital Loan Agreement”)

with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $50,000 (the “December

2018 Gravitas Capital Note”).

As additional consideration for entering in the December 2018 Gravitas Capital Note Loan Agreement,

the Company issued Gravitas Capital a four-year warrant to purchase 50,000 shares of the Company’s common stock at a purchase

price of $0.30 per share.

The December 2018 Gravitas Capital Note bears interest at a rate of 6% per annum and is payable on the

maturity date of January 27, 2019.

In January 2019, the Company repaid $50,000 in principal and $250 in interest, and the loan is no longer

Selected Financial Data.

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

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

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

THE FOLLOWING DISCUSSION OF OUR PLAN OF

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

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

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

THESE RISKS AND OTHER FACTORS

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

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

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

THESE RISKS AND OTHER

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

AND “RISK FACTORS”

AND THOSE INCLUDED

ELSEWHERE IN THIS REPORT.

Jerrick Media Holdings Inc.

develops technology-based solutions designed to solve for challenges that

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

Its flagship product

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

embedded within digital communities.

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

in long-form content.

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

communities and identifying monetization opportunities within them.

serves as a versatile home for content creators.

THOSE INCLUDED ELSEWHERE IN THIS REPORT.

We intend for this discussion to provide

information that will assist in understanding our financial statements, the changes in certain key items in those financial statements,

and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements.

This discussion should be read in conjunction with our financial statements and accompanying notes for the years ended December

31, 2018 and 2017, included elsewhere in this report.

The Company develops technology-based

solutions designed to solve for challenges that have resulted from disruption within the broad digital media and content generation

business environment.

Jerrick’s flagship product Vocal is a long-form, digital publishing platform focused on supporting

content creators with content management tools that are embedded within digital communities.

Vocal is architected to enable targeted

marketing of branded content and e-commerce opportunities in long-form content.

Vocal serves as a versatile home for content

creators and brands.

The platform supports multiple forms of content such as:

short videos, podcasts,

music, and written word.

This activity is expected to increase at a rapid pace.

A fraction of creators achieve meaningful visibility

for their content, and even fewer are rewarded financially.

Jerrick Media Holdings’

product Vocal provides a solution for

the creative community.

Media Holdings, Inc.

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

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

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

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

The Company believes

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

The Company also intends

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

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

subscriptions to the Vocal platform.

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

short videos, podcasts, music, and written word.

We partner with content creators and brands

that recognize difficulties inherent in the digital advertising space and can benefit from branded content marketing opportunities

available on publishing platforms like Vocal.

During the first half of Fiscal Year 2019,

Jerrick plans to launch additional revenue lines, including brand subscriptions to access the platform and its community of creators

as well as a subscription model for content creator upgrade tools.

The Company also intends to release further enhancements to

the Vocal editor and introduce additional social and user analytics features.

Further, in 2019 the Company plans to introduce Software

as a Service (SaaS) subscriptions to the Vocal platform.

Results of Operations

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Current Liabilities

$ (1,117,616 )

Working Capital Deficit

2 unchanged sentences

At December 31, 2018, we had a working

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

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

increase in line of credit related party.

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

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

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

$2,517,113 respectively.

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

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

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

capital deficit of $2,563,084 as compared to a working capital deficit of $3,574,824 at December 31, 2017, a decrease of $1,011,740.

The decrease is primarily attributable to the decrease in accounts payable and other accrued expenses, demand loan, line of credit

and notes payable.

These were offset by a decrease in cash.

Net cash used in operating activities for

the years ended December 31, 2018 and 2017, was $4,972,814 and $3,852,552, respectively.

The net loss for the years ended December

31, 2018 and 2017 was $12,013,542 and $8,751,586, respectively.

This change is primarily attributable to the net loss for the current

period offset by share-based payments in the amount of $346,954 to employees and consultants for services rendered, the accretion

of debt discount and debt issuance costs of $2,090,286 due to the incentives given with debentures, and a loss on extinguishment

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

These increases were offset by gain on settlement of the

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

Net cash used in investing activities for

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

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

and $2,296,935.

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

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

These increases were offset by repayment of note payable and convertible

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

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

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

of debt of 3,610,049, and a gain on settlement of debt of $16,257 for the incentives given to amend or convert debt in addition

to a change in accounts payable and accrued expenses of $1,039,690.

These increases were offset by gain on settlement of vendor

liabilities of $122,886 and a change in accounts receivable of $5,175 during the year ended December 31, 2018.

Net cash used in investing activities

for the years ended December 31, 2018 and 2017 was $27,605 and $14,662, respectively.

This change is attributable to the cash

paid for leasehold improvements.

Net cash provided by financing activities

for the years ended December 31, 2018 and 2017 was $4,889,368 and $3,803,771.

During the 2018 period, the Company was predominantly

financed by issuance of common stock, debt and related party notes of $2,787,462, $2,366,987 and $764,852, respectively to fund

These increases were offset by repayment of line of credit, notes and related party notes of $44,996, $491,189 and

$205,000, respectively.

The Company also paid $166,761 and $35,115 for debt issuance and stock issuance costs during the year ended

December 31, 2018.

Summary of Statements of Operations

for the Year Ended December 31, 2017 and 2016:

for the Years Ended December 31, 2018 and 2017:

Operating Expenses

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basic and diluted

Net revenue was $95,653 for the year ended

Revenue was $80,898 for the year ended

December 31, 2018, as compared to $95,653 for the comparable year ended December 31, 2017, a decrease of $14,755.

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

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

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

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

platform to support the scalability of its business model.

Gross profit percentage was 100% during

the years ended December 31, 2017 and 2016.

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

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

sales with little to no associated cost.

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

in revenue is primarily attributable to the Company’s transitioning from legacy businesses to generating revenue through

native advertising, branded marketing, and affiliate sales, resulting from the creation of genre specific, user generated content

community websites.

As part of that transition, the Company focused its efforts throughout 2018 on the development of its proprietary

Vocal software platform to support the scalability of its business model.

Operating Expenses

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

the year ended December 31, 2016.

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

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

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

Operating expenses for the year ended December

31, 2018 were $5,767,153 as compared to $5,657,981 for the year ended December 31, 2017.

The increase of $109,172 in operating

expenses is the result of an increase in consulting fees, offset by a reduction in employee compensation.

Loss from Operations

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

for the year ended December 31, 2016.

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

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

traded company and the decrease in sales.

from operations for the year ended December 31, 2018 was $5,686,255 as compared to loss of $5,562,328 for the year

ended December 31, 2017.

The increase in the loss from operations is primarily due to increased expenses due to the

continued development of the Vocal platform and relocation expenses, offset by a Company-wide effort to reduce operating

expenses while creating efficiencies in the revenue generating process.

Other Income (Expenses)

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

for the year ended December 31, 2016.

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

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

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

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

the year ended December 31, 2017.

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

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

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

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

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

Other income (expenses) for the year ended

December 31, 2018 was $(6,327,287) as compared to $(3,189,258) for the year ended December 31, 2017.

Other expenses during the

year ended December 31, 2018 was comprised of interest expense of $(923,008) on notes and related party notes, accretion of debt

discount and issuance cost of $(2,090,286) due to the incentives given with debentures, loss on extinguishment of debt of $(3,453,137),

and a gain on settlement of liabilities of $139,144 for the incentives given to amend or convert debt.

During the year ended December

31, 2017, other expenses were comprised of interest expense of $(477,005) on notes and related party notes and accretion of debt

discount and issuance cost of $(1,828,027) due to the incentives given with debentures, gain on extinguishment of liabilities of

$169,984 for the incentives given to amend or convert debt.

Net loss attributable to common shareholder

for year ended December 31, 2018, was $14,204,408, or loss per share of $0.21, as compared to a net loss of $9,048,909, or loss

per share of $0.23, for the year ended December 31, 2017.

Inflation did not have a material impact

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within 12 months of the balance sheet date.

The Company adopted Section 815-40-15 of

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

The Company adopted Section 815-40-15

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

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

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the instrument’s contingent exercise and settlement provisions.

The Company changed its method of accounting for

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

The Company utilizes an option pricing

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of operations.

Adoption of ASU 2017-11

As noted above, in connection with the securities purchase agreement and debt transactions during the

year ended December 31, 2017, the Company issued warrants and convertible notes, to purchase common stock with an exercise price

of $0.20 and a five-year term.

Upon issuance of the warrants and convertible notes, the Company evaluated the note agreement to

determine if the agreement contained any embedded components that would qualify the agreement as a derivative.

The Company identified

certain equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s

contingent exercise and settlement provisions, requiring the Company to classify the warrants and convertible notes as a derivative

The Company changed its method of accounting for the convertible notes and warrants through the early adoption of ASU

2017-11 during the year ended December 31, 2017 on a retrospective basis.

Accordingly, the Company recorded the warrant derivative

and conversion option derivative liabilities to additional paid in capital upon issuance.

Stock Based Compensation

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or other expense over the relevant service period.

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

of performance.

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

date performance is completed.

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

date the award is issued.

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

period of performance.

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

or the date performance is completed.

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

is the date the award is issued.

Recent Accounting Pronouncements

The Company does not expect that the adoption

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

Management of the Company is responsible

for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application.

Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial

condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the

need to make estimates about the effects of matters that are inherently uncertain.

The Company’s significant and critical

accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation - Interim Financial

The Company’s consolidated financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US

GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

Use of Estimates and Assumptions and Critical

Accounting Estimates and Assumptions

The preparation of financial statements

in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts

of revenues and expenses during the reporting periods.

Critical accounting estimates are estimates

for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly

uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or

operating performance is material.

The Company’s critical accounting estimates and assumptions affecting the financial statements

(i) Assumption as a going concern:

assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets,

and liquidation of liabilities in the normal course of business.

(ii) Fair value of long-lived assets:

Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than

originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated

useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review:

(i) significant under-performance or losses of assets relative to expected historical or projected future operating results;

significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use

of the acquired assets or changes in the Company’s overall business strategy;

(iii) significant negative industry or economic

(iv) increased competitive pressures;

(v) a significant decline in the Company’s stock price for a sustained period

and (vi) regulatory changes.

The Company evaluates acquired assets for potential impairment indicators at least annually

and more frequently upon the occurrence of such events.

(iii) Valuation allowance for deferred

Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating

loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income

was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset

by a full valuation allowance.

Management made this assumption based on (a) the Company has incurred recurring losses, (b) general

economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private

offering, among other factors.

(iv) Estimates and assumptions used in

valuation of equity instruments:

Management estimates expected term of share options and similar instruments, expected volatility

of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk-free

rate(s) to value share options and similar instruments.

These significant accounting estimates

or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions,

and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical

experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole

under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities

that are not readily apparent from other sources.

Management regularly evaluates the key

factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances,

historical experience and reasonable assumptions.

After such evaluations, if deemed appropriate, those estimates are adjusted

Actual results could differ from those

Principles of Consolidation

The Company consolidates all majority-owned

subsidiaries, if any, in which the parent’s power to control exists.

As of December 31, 2018, the Company’s

consolidated subsidiaries and/or entities are as follows:

of combined affiliate

or other jurisdiction of

incorporation or organization

Company interest

Jerrick Ventures

The State of Delaware

Jerrick Australia

All inter-company balances and transactions

have been eliminated.

Jerrick Australia Pty Ltd does not have

any operations.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10

of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37

of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial

Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S.

GAAP and expands disclosures about

fair value measurements.

To increase consistency and comparability in fair value measurements and related disclosures, Paragraph

820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value

into three (3) broad levels.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets

for identical assets or liabilities and the lowest priority to unobservable inputs.

The three (3) levels of fair value hierarchy

defined by Paragraph 820-10-35-37 are described below:

Level 1 Quoted market prices available

in active markets for identical assets or liabilities as of the reporting date.

Level 2 Pricing inputs other than

quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 Pricing inputs that are

generally observable inputs and not corroborated by market data.

Financial assets are considered Level

3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at

least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest

priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the

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

The carrying amount of the Company’s

financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities and accrued liquidating

damages approximate their fair value because of the short maturity of those instruments.

Transactions involving related parties

cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings

may not exist.

Representations about transactions with related parties, if made, shall not imply that the related party transactions

were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can

be substantiated.

Cash Equivalents

The Company considers all highly liquid

investments with a maturity of three months or less when purchased to be cash equivalents.

The Company minimizes its credit risk

associated with cash by periodically evaluating the credit quality of its primary financial institution.

The balance at times

may exceed federally insured limits.

Property and Equipment

Property and equipment are recorded at

Expenditures for major additions and betterments are capitalized.

Maintenance and repairs are charged to operations as incurred.

Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over

the estimated useful lives of the respective assets as follows:

Computer equipment and software

Furniture and fixture

Leasehold improvements

Upon sale or retirement of property and

equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the

consolidated statements of operations.

Investments - Cost Method, Equity Method

and Joint Venture

In accordance with sub-topic 323-10 of

the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the

Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common

stock or in-substance common stock.

On January 2, 2013, the Company purchased

a minority interest in a business for proceeds of $83,333.

The interest is accounted for under the cost method.

The Company tests

the carrying value annually for impairment.

The company recorded an impairment of minority investment of $83,333 during the year

ended December 31, 2017.

Commitments and Contingencies

The Company follows subtopic 450-20 of

the FASB Accounting Standards Codification to report accounting for contingencies.

Certain conditions may exist as of the date

the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when

one or more future events occur or fail to occur.

The Company assesses such contingent liabilities, and such assessment inherently

involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are pending against the Company

or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings

or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates

that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated

liability would be accrued in the Company’s consolidated financial statements.

If the assessment indicates that a potential

material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature

of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are

generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Derivative Liability

The Company evaluates its debt and equity

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

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

The result of

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

as either an asset or a liability.

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

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

Upon conversion, exercise or cancellation of a derivative

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

value is reclassified to equity.

In circumstances where the embedded conversion

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

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

compound derivative instrument.

The classification of derivative instruments,

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

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

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

Derivative instrument liabilities will be classified

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

within 12 months of the balance sheet date.

The Company adopted Section 815-40-15

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

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

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

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

the instrument’s contingent exercise and settlement provisions.

The Company changed its method of accounting for the debt

and warrants through the early adoption of ASU 2017-11 during the year ended December 31, 2017 on a retrospective basis.

The Company utilizes an option pricing

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

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

statements of operations.

Revenue Recognition

On January 1, 2018, we adopted Accounting

Standards Update No.

2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition

requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective

transition method applied to those contracts which were not completed as of January 1, 2018.

Results for reporting periods beginning

after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported

in accordance with our historic accounting under Topic 605.

The impact of adopting the new revenue standard was not material

to our condensed consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

Under Topic 606, revenue is recognized

when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we

expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through

the following steps:

identification of the contract, or contracts, with a customer;

identification of the performance obligations in the contract;

determination of the transaction price;

allocation of the transaction price to the performance obligations in the contract;

recognition of revenue when, or as, we satisfy a performance obligation.

Revenue disaggregated by revenue source for the years ended

December 31, 2018 and 2017 consists of the following:

Year Ended December 31,

Branded content

Affiliate sales

Other revenue

Branded Content

Branded content represents the revenue

recognized from the Company’s obligation to create and publish branded articles for the Client on the Vocal platform and

promote said stories, tracking engagement for the Client.

The performance obligation is satisfied when the Company successfully

publishes the articles on its platform and meets any required promotional milestones as per the contract.

The revenue is recognized

over time as the services are performed.

Below are the significant components of

a typical agreement pertaining to branded content revenue:

Company will collect fixed fees ranging from $1,000 to $15,000

articles are created and published within three months of the signed agreement, or as previously negotiated with the Client

articles are promoted per the contract and engagement reports are provided to the Client

Client pays 50% at signing and 50% upon completion

contracts include provisions for Clients to acquire content rights at the end of the campaign for a flat fee

Affiliate sales

Affiliate sales represents the commission

the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform.

revenue is earned on a "click through"

basis, upon referring visitors, via said links, to an affiliate's site and having

them complete a specific outcome, most commonly a product purchase.

The Company uses multiple affiliate platforms, such as Skimlinks,

to form and maintain thousands of vendor relationships.

Each vendor establishes their own commission percentage, which typically

range from 2-20%.

The revenue is recognized upon receipt as reliable estimates could not be made.

Deferred Revenue

Deferred revenue consists of billings and

payments from clients in advance of revenue recognition.

As of December 31, 2018, the Company had deferred revenue of $9,005.

The Company will typically record this as revenue within the next three months as the performance obligations are met.

Accounts Receivable and Allowances

Accounts receivable are recorded and carried

when the Company uploads the articles and reaches the required number of views on the platform.

We make estimates for the allowance

for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical

experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other

factors that may affect our ability to collect from customers.

The Company did not record an allowance during the years ended December

31, 2018 and 2017.

Stock-Based Compensation

The Company recognizes compensation expense

for all equity–based payments granted to employees in accordance with ASC 718 “Compensation –

Stock Compensation”.

Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture

rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award.

Restricted stock awards are granted at

the discretion of the Company.

These awards are restricted as to the transfer of ownership and generally vest over the requisite

service periods, typically over a five-year period (vesting on a straight–line basis).

The fair value of a stock award is

equal to the fair market value of a share of Company stock on the grant date.

The fair value of an option award is estimated

on the date of grant using the Black–Scholes option valuation model.

The Black–Scholes option valuation model requires

the development of assumptions that are inputs into the model.

These assumptions are the value of the underlying share, the expected

stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock

and the expected forfeiture rate.

Expected volatility is benchmarked against similar companies in a similar industry over the

expected option life and other appropriate factors.

Risk–free interest rates are calculated based on continuously compounded

risk–free rates for the appropriate term.

The dividend yield is assumed to be zero as the Company has never paid or declared

any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future.

expected forfeiture rate is estimated based on management’s best estimate.

Determining the appropriate fair value

model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described

The assumptions used in calculating the fair value of equity–based payment awards represent management’s best

estimates, which involve inherent uncertainties and the application of management’s judgment.

As a result, if factors change

and the Company uses different assumptions, our equity–based compensation could be materially different in the future.

addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected

If the Company’s actual forfeiture rate is materially different from its estimate, the equity–based compensation

could be significantly different from what the Company has recorded in the current period.

The Company accounts for share–based

payments granted to non–employees in accordance with ASC 505-40, “Equity Based Payments to Non–Employees”.

The Company determines the fair value of the stock–based payment as either the fair value of the consideration received

or the fair value of the equity instruments issued, whichever is more reliably measurable.

If the fair value of the equity instruments

issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date

at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which

the counterparty’s performance is complete.

The fair value of the equity instruments is re-measured each reporting period

over the requisite service period.

Income taxes are provided in accordance

740, “Accounting for Income Taxes”.

A deferred tax asset or liability is recorded for all temporary differences

between financial and tax reporting and net operating loss carryforwards.

Deferred tax expense (benefit) results from the net

change during the period of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation

allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will

not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date

of enactment.

Management makes judgments as to the interpretation

of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability.

the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions.

In management’s

opinion, adequate provisions for income taxes have been made for all years.

If actual taxable income by tax jurisdiction varies

from estimates, additional allowances or reversals of reserves may be necessary.

Loss Per Share

Basic net loss per common share is computed

by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the

Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during

the period, adjusted for the dilutive effect of common stock equivalents.

In periods when losses are reported, which is the case

for the year ended December 31, 2018 and 2017 presented in these consolidated financial statements, the weighted-average number

of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

The Company had the following common stock

equivalents at December 31, 2018 and 2017:

Series A Preferred stock

Series B Preferred stock

Convertible notes - related party

Convertible notes

Reclassifications

Certain prior year amounts in the consolidated

financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation.

These reclassifications did not affect the prior period total assets, total liabilities, stockholders’

deficit, net loss

or net cash used in operating activities.

Recently Adopted Accounting Guidance

In April 2016, the FASB issued ASU No.

2016-09, “Compensation –

Stock Compensation”

The FASB issued this update to improve the accounting

for employee share-based payments and affect all organizations that issue share-based payment awards to their employees.

aspects of the accounting for share-based payment award transactions are simplified, including:

(a) income tax consequences;

classification of awards as either equity or liabilities;

and (c) classification on the statement of cash flows.

The updated guidance

is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years.

Early adoption

of the update is permitted.

The adoption of ASU 2016-09 did not have a material effect on its financial position or results of

operations or cash flows.

In April 2016, the FASB issued ASU No.

2016-10, “Revenue from Contracts with Customers:

Identifying Performance Obligations and Licensing”

March 2016, the FASB issued ASU No.

2016-08, “Revenue from Contracts with Customers:

Principal versus Agent Considerations

(Reporting Revenue Gross versus Net)”

These amendments provide additional clarification and implementation guidance

on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”.

The amendments in ASU 2016-10 provide

clarifying guidance on materiality of performance obligations;

evaluating distinct performance obligations;

treatment of shipping

and handling costs;

and determining whether an entity’s promise to grant a license provides a customer with either a right

to use an entity’s intellectual property or a right to access an entity’s intellectual property.

The amendments in

ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how

it should apply the control principle to certain types of arrangements.

The adoption of ASU 2016-10 and ASU 2016-08 is to coincide

with an entity’s adoption of ASU 2014-09, which we adopted for interim and annual reporting periods beginning after December

The adoption of ASU 2016-10 did not have a material effect on its financial position or results of operations or cash

In May 2016, the FASB issued ASU No.

“Revenue from Contracts with Customers (Topic 606):

Narrow-Scope Improvements and Practical Expedients”, which narrowly

amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition

and is effective during the same period as ASU 2014-09.

The adoption of ASU 2016-12 did not have a material effect on its financial

position or results of operations or cash flows.

In August 2016, the FASB issued ASU 2016-15,

“Statement of Cash Flows (Topic 230):

Classification of Certain Cash Receipts and Cash Payments”

(“ASU 2016-15”).

ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement

of cash flows.

ASU 2016-15 is effective for fiscal years beginning after December 15, 2017.

The new standard will require adoption

on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively

as of the earliest date practicable.

The adoption of ASU 2016-15 did not have a material effect on its financial position or results

of operations or cash flows.

In November 2016, the FASB issued ASU 2016-18,

“Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash,

cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.

This guidance is effective

for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted.

The provisions

of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented.

The adoption of ASU 2016-18 did not have a material effect on its financial position or results of operations or cash flows.

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718):

of Modification Accounting,”

which provides guidance about which changes to the terms or conditions of a share-based payment

award require an entity to apply modification accounting in Topic 718.

This standard is required to be adopted in the first quarter

The adoption of ASU 2017-09 did not have a material effect on its financial position or results of operations or cash

In July 2017, the FASB issued ASU 2017-11,

“Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815):

Accounting for Certain Financial Instruments with Down Round Features;

Replacement of the Indefinite Deferral for Mandatorily

Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with

a Scope Exception”.

Part I of this update addresses the complexity of accounting for certain financial instruments with

down round features.

Down round features are features of certain equity-linked instruments (or embedded features) that result

in the strike price being reduced on the basis of the pricing of future equity offerings.

Current accounting guidance creates

cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round

features that require fair value measurement of the entire instrument or conversion option.

Part II of this update addresses the

difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content

in the FASB Accounting Standards Codification.

This pending content is the result of the indefinite deferral of accounting requirements

about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling

The amendments in Part II of this update do not have an accounting effect.

This ASU is effective for fiscal years,

and interim periods within those years, beginning after December 15, 2018.

The Company early adopted the ASU 2017-11 in the year

ending December 31, 2017.

Adoption of ASU 2017-11

As noted above, in connection with the securities purchase agreement and debt transactions during the

year ended December 31, 2017, the Company issued warrants and convertible notes, to purchase common stock with an exercise price

of $0.20 and a five-year term.

Upon issuance of the warrants and convertible notes, the Company evaluated the note agreement to

determine if the agreement contained any embedded components that would qualify the agreement as a derivative.

The Company identified

certain equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s

contingent exercise and settlement provisions, requiring the Company to classify the warrants and convertible notes as a derivative

The Company changed its method of accounting for the convertible notes and warrants through the early adoption of ASU

2017-11 during the year ended December 31, 2017 on a retrospective basis.

Accordingly, the Company recorded the warrant derivative

and conversion option derivative liabilities to additional paid in capital upon issuance.

Recent Accounting Guidance Not Yet

In February 2016, the FASB issued ASU 2016-02,

“Leases (Topic 842).”

Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability,

which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis;

and a right-of-use

asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease

ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors;

however, certain changes were

made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, “Revenue from Contracts

with Customers.”

ASU 2016-02 will be effective for us on January 1, 2019 and initially required transition using a modified

retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented

in the financial statements.

In July 2018, the FASB issued ASU 2018-11 , “Leases (Topic 842) - Targeted Improvements,”

which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU

2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to

the opening balance of retained earnings in the period of adoption.

In December 2018, the FASB also issued ASU 2018-20, “Leases

(Topic 842) - Narrow-Scope Improvements for Lessors,”

which provides for certain policy elections and changes lessor accounting

for sales and similar taxes and certain lessor costs.

As of January 1, 2019, the Company adopted ASU 2016-02 and has recorded a

right-of-use asset and lease liability on the balance sheet for its operating leases.

We elected to apply certain practical expedients

provided under ASU 2016-02 whereby we will not reassess(i) whether any expired or existing contracts are or contain leases, (ii)

the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases.

not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance).

We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease

contracts and because we expect this election will result in a lower impact on our balance sheet.

In October 2016, the FASB issued ASU 2016-16,

“Income Taxes (Topic 740):

Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception

that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory

until the asset has been sold to an outside party.

The updated guidance is effective for annual periods beginning after December

15, 2019, including interim periods within those fiscal years.

Early adoption of the update is permitted.

The Company is currently

evaluating the impact of the new standard.

Management does not believe that any recently

issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated

financial statements.

Quantitative and Qualitative

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What changed 10-K

Item 5. Market for Registrant’s Common Equity