What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2019-04-01 compared with 2018-05-17 · 1499 added, 957 removed, 968 unchanged (72% of the section changed)

2 unchanged sentences

December 31, 2018 and 2017

Index to the Consolidated Financial Statements

Reports of Independent Registered Accounting Firms

Consolidated Balance Sheets of December 31, 2017 and 2016

Consolidated Statements of Operations for the Years Ended December 31, 2017 and 2016

Index to the Consolidated Financial

Report Of Independent Registered Public Accounting Firm

Consolidated Balance

Sheets as of December 31, 2018 and 2017

Consolidated Statements

of Operations for the Years Ended December 31, 2018 and 2017

Consolidated Statements of Stockholders’

Equity for the Years Ended December 31, 2018 and 201 7

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016

Notes to the Consolidated Financial Statements

Consolidated Statements

of Cash Flows for the Years Ended December 31, 2018 and 2017

Notes to the Consolidated

Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Jerrick Media Holdings,

Opinion on the Financial Statements

We have audited the accompanying

balance sheet of Jerrick Media Holdings, Inc.

(the Company) as of December 31, 2018, and the related statements of operations,

stockholders’

equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2018, and the results of its operations and its cash flows for the year then ended, in conformity with accounting

principles generally accepted in the United States of America.

Basis for Opinion

These financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws

and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit

in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of

expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express

no such opinion.

Our audit included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Other Matters

The accompanying financial

statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial

statements, the Company had an accumulated deficit at December 31, 2018 and a net loss and net cash used from operating activities

for the year then ended.

Management’s plans in regard to these matters are also described in Note 3.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Rosenberg Rich Baker Berman,

We have served as the Company’s auditor

Somerset, New Jersey

April 1, 2019

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Shareholders of Jerrick Media

Holdings, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet

To the Board of Directors and Shareholders

of Jerrick Media Holdings, Inc.:

(“the Company”) as of December 31, 2017, the related consolidated statements of operations,

stockholders’

deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material

respects, the consolidated financial position of the Company as of December 31, 2017, and the consolidated results of its operations

and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of

Explanatory Paragraph Regarding Going Concern

The accompanying financial statements have been prepared assuming

that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company has suffered

recurring losses from operations and has a net capital deficiency which raises substantial doubt about its ability to continue

as a going concern.

Management's plans in regard to these matters are also described in Note 3.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Jerrick Media Holdings, Inc.

(“the Company”) as of December 31, 2017, the related consolidated statements

of operations, stockholders’

deficit, and cash flows for the year then ended, and the related notes (collectively referred

to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above

present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2017, and the consolidated

results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted

in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

are required to be independent with respect to the Company in accordance with the U.S.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based

on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of

internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

We conducted our audit in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required

to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks

of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to

Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial

Our audit also included evaluating the accounting principles used and significant estimates made by management, as

well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis

for our opinion.

Our audit included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable

basis for our opinion.

/s/ Sadler, Gibb & Associates, LLC

1 unchanged sentence

Salt Lake City, UT

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Jerrick Media Holdings, Inc.

We have audited

the accompanying consolidated balance sheet of Jerrick Media Holdings, Inc.

as of December 31, 2016 and the related consolidated

statements of operations, stockholders’

equity (deficit), and cash flows for the year ended December 31, 2016.

Jerrick Media

Holdings, Inc.’s management is responsible for these financial statements.

Our responsibility is to express an opinion on

these financial statements based on our audits.

We conducted our

audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement.

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

An audit also includes examining, on a test

basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and

significant estimates made by management, as well as evaluating the overall financial statement presentation.

We believe that

our audit provide a reasonable basis for our opinion.

In our opinion,

the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Jerrick

Media Holdings, Inc.

as of December 31, 2016, and the results of its operations and its cash flows for the year ended December

31, 2016 in conformity with accounting principles generally accepted in the United States of America.

The accompanying

consolidated financial statements have been prepared assuming that the entity will continue as a going concern.

As discussed in

Note 3 to the financial statements, the entity has suffered recurring losses from operations that raises substantial doubt about

its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 3.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Associates, LLP

KLJ & Associates,

March 31, 2017

5201 Eden Avenue

Edina, MN 55436

Media Holdings, Inc.

Balance Sheet

1 unchanged sentence

Accounts receivable

Prepaid expenses

Total Current Assets

Property and equipment, net

Deferred offering costs

Security deposit

Minority investment in business

Liabilities and Stockholders’

Current Liabilities

Cash overdraft

Accounts payable and accrued liabilities

Accrued dividends

Convertible Notes, net

Convertible Notes, net of debt discount and issuance costs

Current portion of capital lease payable

Note payable - related party, net

Note payable, net

Note payable - related party, net of debt discount

Note payable, net of debt discount and issuance costs

Line of credit - related party

Line of credit

Deferred revenue

Deferred rent

Total Current Liabilities

Non-current Liabilities:

Capital lease payables

Convertible Notes - related party, net

Convertible Notes, net

Deferred rent

Convertible Notes - related party, net of debt discount

Convertible Notes, net of debt discount and issuance costs

Total Non-current Liabilities

2 unchanged sentences

Stockholders’

Series A Preferred stock:

100,000 shares designated, $0.001 par value 31,581 and 33,314 shares issued and outstanding, respectively

Series B Preferred stock:

20,000 shares designated, $0.001 par value, 8,063 and 8,063 shares issued and outstanding, respectively

Series D Preferred stock:

2,100,000 shares designated, $0.001 par value, 0 and 914 shares issued and outstanding, respectively

Series A Preferred stock, $0.001 par value, 0 and 31,581 shares issued and outstanding, respectively

Series B Preferred stock, $0.001 par value, 0 and 8,063 shares issued and outstanding, respectively

Common stock par value $0.001:

5 unchanged sentences

(21,775,107 )

Treasury stock, 220,000 and 0 shares, respectively, at cost

Treasury stock, 220,000 and 220,000 shares, respectively

Total Liabilities and Stockholders’

The accompanying notes are an integral

part of these consolidated financial statements.

Jerrick Media Holdings, Inc.

Consolidated Statements of Operations

accompanying notes are an integral part of these consolidated financial statements.

Media Holdings, Inc.

Statements of Operations

For the Year Ended

December 31, 2017

December 31, 2016

Cost of revenue

Operating expenses

Consulting fees

Share based payments

Research and Development

General and administrative

7 unchanged sentences

Loss on extinguishment of debt

Gain on settlement of debt

Gain (loss) on settlement of debt

Impairment of minority investment

Gain on the sale of assets

Other income (expenses), net

Loss before income tax provision

(12,013,542 )

Income tax provision

1 unchanged sentence

$ (8,751,586 )

Deemed dividend

Inducement expense

Net loss attributable to common shareholders

(14,204,408 )

Per-share data

1 unchanged sentence

Weighted average number of common shares outstanding

The accompanying notes are an integral

part of these consolidated financial statements.

Jerrick Media Holdings, Inc.

Consolidated Statement of Stockholders’

For the Years ended December 31, 2017

A Preferred Stock

B Preferred Stock

D Preferred Stock

Stockholders'

Paid In Capital

accompanying notes are an integral part of these consolidated financial statements.

Media Holdings, Inc.

Statement of Changes in Stockholders’

the Years Ended December 31, 2018 and 2017

Stockholders’

Balance, December 31, 2016

Net proceeds from issuance

of common stock and warrants

Issuance of common stock for

cashless exercise of warrants

Conversion of series D preferred

stock to common stock

Conversion of interest to

series B preferred stock

Conversion of common stock

to Series D preferred stock

Common stock issued commissions

and placement agreement

Issuance of common stock for

Recapitalization

Liquidated damages on preferred

stock and warrants

(13,018,811 )

Conversion of series A to

Conversion of series D to

Common stock issued to settle

vendor liabilities

Stock based compensation

Stock warrants issued with

convetible notes

Stock warrants issued with

note payable - related party

Stock warrants issued with

promissory note

Net loss for the year ended

December 31, 2016

Issuance of common stock for

prepaid services

Common stock issued with note

Purchase of treasury stock

loss for the year ended December 31, 2017

Balance, December 31, 2017

(21,775,107 )

Conversion of series A to

Conversion of series D to

Common stock issued to settle

1 unchanged sentence

Stock based compensation

Issuance of common stock and

warrants in exchange for Series A and accrued dividend

Issuance of common stock and

warrants in exchange for series B and accrued dividend

Cash received for common stock

Common stock and warrants

issued upon conversion of notes payable

Stock issuance cost

Stock warrants issued with

Common stock issued for services

Issuance of common stock for

prepaid services

Common stock issued with note

BCF issued with note payable

Purchase of treasury stock

Net loss for the year ended

December 31, 2016

Inducement expense

loss for the year ended December 31, 2018

(12,013,542 )

Balance, December 31, 2018

(36,545,066 )

The accompanying notes are an integral part

of these consolidated financial statements.

Jerrick Media Holdings, Inc.

Consolidated Statements of Cash Flows

accompanying notes to the consolidated financial statements

Media Holdings, Inc.

Statements of Cash Flows

For the Year Ended

December 31, 2017

December 31, 2016

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Accretion of debt issuance costs

Accretion of debt discount

Accretion of debt discount and issuance cost

Share-based compensation

Loss on settlement of vendor liabilities

Gain on settlement of vendor liabilities

Gain on settlement of debt

6 unchanged sentences

Security deposit

Deferred Revenue

Accounts payable and accrued expenses

Accrued liquidating damages

Deferred Rent

Net Cash Used In Operating Activities

3 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of loans

Cash overdraft

Net proceeds from issuance of notes

Repayment of notes

Net proceeds from issuance of preferred stock

Proceeds from issuance of demand loan

4 unchanged sentences

Repayment of note payable - related party

Proceeds from issuance of line of credit

Proceeds from issuance of common stock

Proceeds from issuance of line of credit - related party

Repayment of line of credit

Cash paid to preferred holder

Cash paid for debt issuance costs

Cash paid for stock issuance costs

Purchase of treasury stock

7 unchanged sentences

Settlement of vendor liabilities

Conversion of interest

Debt discount on convertible note

1 unchanged sentence

Debt discount on note payable

Beneficial conversion feature on convertible notes

Accrued dividends

Warrants at issuance of debt

Liquidated damages

Warrants issued with debt

Issuance of common stock for prepaid services

Derivative liability ceases to exist

Conversion of note payable and interest into convertible notes

Deferred offering costs

Issuance of common stock and warrants in exchange for Series A and accrued dividend

Issuance of common stock and warrants in exchange for series B and accrued dividend

Common stock and warrants issued upon conversion of notes payable

Conversion of note payable - related party and interest into convertible notes - related party

The accompanying notes are an integral part

of these consolidated financial statements.

accompanying notes are an integral part of these consolidated financial statements.

Jerrick Media Holdings, Inc.

December 31, 2018 and 2017

Notes to the Consolidated Financial Statements

Note 1 - Organization and Operations

Notes to the Consolidated Financial

Note 1 –

Organization and Operations

Jerrick Media Holdings, Inc.

3 unchanged sentences

or “Jerrick Media”

or “Jerrick”) (formerly Great

Plains Holdings, Inc.

or “GTPH”) was incorporated under the laws of the state of Nevada on December 30, 1999

under the name LILM, Inc.

or “Jerrick”) (formerly Great Plains Holdings,

or “GTPH”) was incorporated under the laws of the state of Nevada on December 30, 1999 under the name LILM, Inc.

The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc.

as part of its plan

to diversify its business through the acquisition and operation of commercial real estate, including, but not limited to,

self-storage facilities, apartment buildings, 55+ senior manufactured home communities, and other income producing

Historically, the Company has principally engaged in the manufacture and marketing of the LiL Marc, a plastic

toilet-training device, which we discontinued as of December 31, 2014.

as part of its plan to diversify its business

through the acquisition and operation of commercial real estate, including, but not limited to, self-storage facilities, apartment

buildings, 55+ senior manufactured home communities, and other income producing properties.

Historically, the Company has principally

engaged in the manufacture and marketing of the LiL Marc, a plastic boys’

toilet-training device, which we discontinued

as of December 31, 2014.

On February 5, 2016 (the “Closing

9 unchanged sentences

Stock (the “Jerrick Series B Preferred”).

In connection with the Merger, on the Closing

Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”), pursuant to which Mr.

purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all

of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 781,818 shares of GTPH’s

Common Stock held by Mr.

In connection with the Merger, on the

Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”), pursuant to which

Campbell purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC, a Florida limited liability company,

and (ii) all of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 781,818 shares

of GTPH’s Common Stock held by Mr.

In addition, Mr.

Campbell assumed all debts, obligations and liabilities of GTPH, including

any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement.

Campbell assumed all debts, obligations and liabilities of

GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement.

Upon closing of the Merger on February

5 unchanged sentences

to better reflect its new business strategy.

Jerrick Media is a technology company focused

on the development of digital communities, marketing branded digital content, and e-commerce opportunities.

Jerrick’s content

distribution platform, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities

Jerrick Media is a technology company

focused on the development of digital communities, marketing branded digital content, and e-commerce opportunities.

Jerrick’s

content distribution platform, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities

capable of hosting all forms of rich media content.

1 unchanged sentence

visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests.

Note 2 - Significant and Critical Accounting

Policies and Practices

Note 2 –

Significant and Critical

Accounting Policies and Practices

Management of the Company is responsible

5 unchanged sentences

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

Basis of Presentation

Basis of Presentation - Interim Financial Information

The Company’s consolidated financial

13 unchanged sentences

Assumption as a going concern :

Management 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.

Management 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.

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;

(ii) 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 trends;

Fair value is generally

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

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;

(ii) 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 trends;

(iv) increased competitive pressures;

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

(v) a significant decline in the Company’s

stock price for a sustained period of time;

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.

The Company evaluates acquired assets for

potential impairment indicators at least annually and more frequently upon the occurrence of such events.

Valuation allowance for deferred tax assets :

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.

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

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.

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.

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

8 unchanged sentences

historical experience and reasonable assumptions.

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

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.

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

1 unchanged sentence

Name of combined affiliate

State or other jurisdiction of

State or other jurisdiction

incorporation or organization

2 unchanged sentences

The State of Delaware

Jerrick Australia Pty Ltd

All inter-company balances and transactions

have been eliminated.

On May 12, 2017, the Company assigned the

right, title and interest to all of the membership interests of certain of it’s inactive business subsidiaries, with the

exception of Jerrick Ventures LLC, to the Company’s Chief Executive Officer, Jeremy Frommer, in consideration for Mr.

Frommer’s

assumption of all liabilities of such subsidiaries, if any, with such assignment and assumption effected entirely in the interest

of corporate efficiency.

The Board reviewed the transaction and believes it to be fair in all respects, deeming it to advance the

Company’s business interests by allowing the Company to divest non-producing and non-operating subsidiaries at no cost to

All of the Company’s operations have been, and will continue to be, run through its operating subsidiary, Jerrick

Ventures LLC.

Jerrick Australia Pty Ltd does not have

any operations.

Fair Value of Financial Instruments

12 unchanged sentences

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

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

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.

Pricing inputs that are generally observable inputs and not corroborated by market data.

Quoted market prices available in active markets

for identical assets or liabilities as of the reporting date.

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.

Pricing inputs that are generally observable inputs and not

corroborated by market data.

Financial assets are considered Level

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.

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

9 unchanged sentences

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.

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

be substantiated.

Cash Equivalents

1 unchanged sentence

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.

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

7 unchanged sentences

Furniture and fixture

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.

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

4 unchanged sentences

stock or in-substance common stock.

On January 2, 2013, the Company purchased a minority interest in a business for proceeds of $83,333.

interest is accounted for under the cost method.

January 2, 2013, the Company purchased a minority interest in a business for proceeds of $83,333.

The interest was 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.

The company recorded an impairment of minority

investment of $83,333 during the year ended December 31, 2017.

Commitments and Contingencies

13 unchanged sentences

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.

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.

contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would

be disclosed.

Derivative Liability

21 unchanged sentences

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.

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 basis.

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

3 unchanged sentences

Revenue Recognition

The Company follows paragraph 605-10-S99-1

of the FASB Accounting Standards Codification for revenue recognition.

The Company recognizes gross revenue when it is realized

or realizable and earned.

The Company considers revenue realized or realizable and earned when all of the following criteria are

(i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to

the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

During the year ended

the recorded revenue from the following sources products at auction, sponsored content and affiliate sites.

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.

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;

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:

● The Company will collect fixed fees ranging

from $1,000 to $15,000

● The articles are created and published

within three months of the signed agreement, or as previously negotiated with the Client

● The articles are promoted per the contract

and engagement reports are provided to the Client

● The Client pays 50% at signing and 50%

upon completion

● Most 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

2 unchanged sentences

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.

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

11 unchanged sentences

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.

The expected forfeiture

rate is estimated based on management’s best estimate.

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

9 unchanged sentences

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.

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

11 unchanged sentences

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

In addition, 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.

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

1 unchanged sentence

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, 2017 and 2016 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.

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

23 unchanged sentences

adoption of the update is permitted.

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

results of operations or cash flows.

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.

4 unchanged sentences

Principal versus Agent Considerations

(Reporting Revenue Gross verses 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;

(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 intend to adopt for interim and annual reporting periods beginning after

December 15, 2017.

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

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.

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 15, 2017.

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

or cash flows.

4 unchanged sentences

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

The adoption of ASU 2016-12 won’t have a material effect on its financial

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

position or results of operations or cash flows.

2 unchanged sentences

Classification of Certain Cash Receipts and Cash Payments”

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”).

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 won’t have a material effect on

its financial position or results of operations or cash flows.

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

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 interests.

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

This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018.

Company early adopted the ASU 2017-11 in the year ending December 31, 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 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.

In May 2017, the FASB issued ASU 2017-09,

“Compensation—Stock Compensation (Topic 718):

Scope 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

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

Recent Accounting Guidance Not Yet

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

“Leases (Topic 842).”

Under ASU 2016-02, lessees will be required to recognize, for all leases of 12 months or more,

a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term.

Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature of

an entity’s leasing activities.

This ASU is effective for public reporting companies for interim and annual periods beginning

after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective approach.

is in the process of evaluating the effect of the new guidance on its consolidated financial statements and disclosures.

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 term.

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,”

provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs.

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.

We also do 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

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.

4 unchanged sentences

evaluating the impact of the new standard.

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 Company is currently evaluating the impact of the new standard.

In May 2017, the FASB issued ASU 2017-09,

“Compensation—Stock Compensation (Topic 718):

Scope 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

This standard is required to be adopted in the first quarter of 2018.

The Company is currently evaluating the impact this

guidance will have on its consolidated financial statements and related disclosures.

Management does not believe that any recently

4 unchanged sentences

The Company’s consolidated financial

statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization

of assets, and liquidation of liabilities in the normal course of business.

statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations,

realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the consolidated financial

statements, the Company had an accumulated deficit at December 31, 2017, a net loss and net cash used in operating activities for

the reporting period then ended.

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

statements, the Company had an accumulated deficit at December 31, 2018, a net loss and net cash used in operating activities

for the reporting period then ended.

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

going concern for a period of one year from the issuance of these financial statements, or April 1, 2020.

The Company is attempting to further implement

6 unchanged sentences

implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private

The consolidated financial statements do

not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification

The consolidated financial statements

do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification

of liabilities that might be necessary should the Company be unable to continue as a going concern.

1 unchanged sentence

Property and Equipment

Property and equipment

stated at cost, less accumulated depreciation and amortization, consisted of the following:

equipment stated at cost, less accumulated depreciation and amortization, consisted of the following:

Computer Equipment

Furniture and Fixtures

Leasehold Improvements

Accumulated Depreciation

Depreciation expense

was $38,435 and $42,634 for the year ended December 31, 2017 and 2016, respectively.

expense was $42,218 and $38,435 for the year ended December 31, 2018 and 2017, respectively.

Note 5 –

4 unchanged sentences

Revolving Note

Factoring Agreement

On March 19, 2009, Astoria Surgical Supplies North LLC signed a revolving note (the “Revolving Note”)

at PNC Bank (the “Bank”).

The outstanding balance of this Note is limited to $200,000 and expired March 19, 2010.

outstanding balance accrues interest at a variable rate.

The interest rate is subject to change based on changes in an independent

index which is the highest Prime Rate as published in the “Money Rates”

On March 19, 2009, Astoria Surgical Supplies

North LLC signed a revolving note (the “Revolving Note”) at PNC Bank (the “Bank”).

The outstanding balance

of this Revolving Note is limited to $200,000 and expired March 19, 2010.

The outstanding balance accrues interest at a variable

The interest rate is subject to change based on changes in an independent index which is the highest Prime Rate as published

in the “Money Rates”

section of the Wall Street Journal.

is payable monthly and the rate as of December 31, 2017 and 2016 was 3.75% and 3.75%, respectively.

The Company had been in payment

default since March 19, 2010;

The Company had been in payment default since March 19, 2010;

however, on May 3, 2017, the Company agreed to pay back the line of credit by December 1, 2017.

of the date of this filing the Revolving Note has been paid off.

On March 23, 2018 the Company

sent the final payment for the Revolving Note and the Revolving Note was fully satisfied.

The balance outstanding on the Revolving

Note at December 31, 2018 and 2017 was $0 and $44,996, respectively.

On October 4, 2016, the Company signed

a revenue based factoring agreement (the “Factoring Agreement”) with Imperial Advance, LLC.

The company received proceeds

of $40,000 and agreed to pay $52,400 of future receivables.

The note issued in connection with the Factoring Agreement is secured

by an officer of the Company.

On August 21, 2017, the Company and Imperial Advance, LLC entered into a Settlement Agreement pursuant

to which the Company agreed to pay Imperial Advance, LLC $9,368 by August 23, 2017.

The company recorded a gain on settlement of

debt of $2,079.

The balance outstanding on the revenue

based factoring agreement at December 31, 2017 and 2016 was $0 and $31,153, respectively.

Note 6 –

Notes payable as of December 31, 2017 and

2016 is as follows:

Notes Payable

Notes payable as of December 31, 2018

and 2017 is as follows:

Outstanding Principal as of

1 unchanged sentence

Maturity Date

October 25, 2016

February 22, 2017

The February 2017 Offering

September 1, 2017

June 12, 2017

The June 2017 Loan Agreement

September 1, 2017

November 28, 2017

The First November 2017 Loan Agreement

January 12, 2018

November 29, 2017

The Second November 2017 Loan Agreement

January 13, 2018

November 29, 2017

The Third November 2017 Loan Agreement

January 13, 2018

July 2018 Loan Agreement

Debt Discount

Debt Issuance Costs

Private Placement Offering:

February 24, 2017 through March 17, 2017, the Company conducted multiple closings of a private placement offering (the “February

2017 Offering”) of the Company’s securities by entering into subscription agreements (the “Subscription Agreements”)

with accredited investors (the “Accredited Investors”) for aggregate gross proceeds of $916,585 for which the Accredited

Investors received $975,511 in principal value of secured promissory notes with an original issue discount of six percent (6%)

(the “February 2017 Offering Notes”) and warrants to purchase the Company’s common stock (the “February

2017 Offering Warrants”).

Private Placement Offerings:

The February 2017 Offering

From February 24, 2017 through March 17,

2017, the Company conducted multiple closings of a private placement offering (the “February 2017 Offering”)

of the Company’s securities by entering into subscription agreements (the “Subscription Agreements”) with accredited

investors (the “Accredited Investors”) for aggregate gross proceeds of $916,585 for which the Accredited Investors

received $975,511 in principal value of secured promissory notes with an original issue discount of six percent (6%) (the “February

2017 Offering Notes”) and warrants to purchase the Company’s common stock (the “February 2017 Offering Warrants”).

The February 2017 Offering Notes are convertible

12 unchanged sentences

of the Offering received to a February 2017 Offering Warrant equal to seventy percent (70%) of the dollar amount invested in the

The Warrants entitle the holder to purchase shares of the Company’s common stock at $0.20 per share (the “Exercise

Price”) .

The Conversion Price and the Exercise Price

are subject to adjustments for issuances of (i) the Company’s common stock, (ii) any equity linked instruments or (iii) securities

convertible into the Company’s common stock, at a purchase price of less than the prevailing Conversion Price or Exercise

Such adjustments shall result in the Conversion Price or Exercise Price being reduced to such lower purchase price, as described

in the February 2017 Offering Notes and the February 2017 Offering Warrants.

The February 2017 Offering Warrants entitle the holder to purchase shares of the Company’s common stock at $0.20

per share (the “Exercise Price”) .

The Conversion Price and the Exercise

Price are subject to adjustments for issuances of (i) the Company’s common stock, (ii) any equity linked instruments or

(iii) securities convertible into the Company’s common stock, at a purchase price of less than the prevailing Conversion

Price or Exercise Price.

Such adjustments shall result in the Conversion Price or Exercise Price being reduced to such lower purchase

price, as described in the February 2017 Offering Notes and the February 2017 Offering Warrants.

Pursuant to the Subscription Agreements,

the February 2017 Offering Notes matured on September 1, 2017 (the “February 2017 Offering Maturity Date”).

Prior to the February

2017 Offering Maturity Date, investors representing $575,511 in principal value converted their February 2017 Offering Notes into

two year, 15% secured convertible promissory notes offered by the Company (the “August 2017 Convertible Note Offering”).

The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their

right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal

and any accrued but unpaid interest into the August 2017 Convertible Note Offering.

In consideration of the forbearance for which

the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant

acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share, and the interest on their

note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever

On June 12, 2017, the Company entered into a loan agreement (the “June 2017 Loan Agreement”)

with an individual (the “June 2017 Lender”), the June 2017 Lender issued the Company a promissory note of $50,000 (the

“June 2017 Note”).

Pursuant to the June 2017 Loan Agreement, the June 2017 Note bears interest at a rate of 10% per

As additional consideration for entering in the June 2017 Loan Agreement, the Company issued the June 2017 Lender a five-year

warrant to purchase 35,000 shares of the Company’s common stock with an exercise price of $0.20 per share.

The maturity date

of the June 2017 Note was September 1, 2017 (the “June 2017 Maturity Date”) at which time all outstanding principal,

accrued and unpaid interest and other amounts due under the June 2017 Note were due.

As of the date of the filing the note is in

to the February 2017 Offering Maturity Date, investors representing $575,511 in principal value converted their February 2017

Offering Notes into two year, 15% secured convertible promissory notes offered by the Company (the “August 2017 Convertible

Note Offering”).

The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes

agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to

convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering.

In consideration of

the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common

stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share,

and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or

the conversion date, whichever is sooner.

During the year ended December 31, 2018, the Company entered into three forbearance agreement whereby

the Company issued the remaining investors of The February 2017 Offering five-year warrants to purchase 500,000 shares of the Company’s

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

These warrants had a fair value of $ 70,219 which was recorded to loss on

extinguishment of debt.

The new maturity date of the February 2017 Loan Agreements were from July to September of 2018.

During the year ended December 31, 2018

the Company has repaid $131,606 of principal and $45,931 of unpaid interest.

In addition, during the year ended December 31, 2018,

the Company converted $268,394 of principal and $21,620 of unpaid interest into 1,444,867 shares of common stock.

Upon conversion

of the notes, the Company also issued 722,434 warrants with a grant date fair value of $104,124 which is recorded in Other income

(expense) on the accompanying consolidated statement of operations.

The June 2017 Loan Agreement

On June 12, 2017, the Company entered

into a loan agreement (the “June 2017 Loan Agreement”) with an individual (the “June 2017 Lender”) whereby

the June 2017 Lender issued the Company a promissory note of $50,000 (the “June 2017 Note”).

Pursuant to the June

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

As additional consideration for entering in

the June 2017 Loan Agreement, the Company issued the June 2017 Lender a five-year warrant to purchase 35,000 shares of the Company’s

common stock with an exercise price of $0.20 per share.

The maturity date of the June 2017 Note was September 1, 2017 (the “June

2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the

June 2017 Note were due.

During the year ended December 31, 2018

the Company repaid $50,000 principal and the debtor forgave the interest of $4,424, which was recorded as a gain on forgiveness

of debt on the accompanying consolidated statement of operations.

The July 2017 Loan Agreement

On July 21, 2017, the Company entered into

11 unchanged sentences

August 2017 Convertible Note Offering.

On August 18, 2017, the Company entered

into a loan agreement (the “August 2017 Loan Agreement”) with an individual (the “August 2017 Lender”),

the August 2017 the Company issued the Lender a promissory note of $50,000 (the “August 2017 Note”).

Pursuant to the

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

The maturity date of the August 2017

Note was October 2, 2017 at which time all outstanding principal, accrued and unpaid interest and other amounts due under the August

2017 Note were due.

During September 2017, the August 2017 Note and accrued but unpaid interest was converted into the Company’s

August Convertible Note Offering.

November 28, 2017, the Company entered into a loan agreement (the “First November 2017 Loan Agreement”) with an

individual (the “First November 2017 Lender”), the First November 2017 Lender issued the Company a promissory

note of $100,000 (the “First November 2017 Note”).

Pursuant to the First November 2017 Loan Agreement, the First

November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e.

$5,000) shall be payable in cash or

convertible into shares of the Company’s restricted common stock at a rate of $0.20 per share, at the option of the

Lender, at the Maturity Date;

The First November 2017 Loan Agreement

On November 28, 2017, the Company entered

into a loan agreement (the “First November 2017 Loan Agreement”) with an individual (the “First November 2017

Lender”), the First November 2017 Lender issued the Company a promissory note of $100,000 (the “First November 2017

Note”).

Pursuant to the First November 2017 Loan Agreement, the First November 2017 Note has interest of fifteen percent

(15%), (i) five percent (5%) (i.e.

$5,000) shall be payable in cash or convertible into shares of the Company’s restricted

common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date;

(ii) ten percent (10%) (i.e.

$10,000) shall be paid in the form of the Company’s restricted

common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company’s common stock issued at $0.20

The maturity date of the First November 2017 Note was January 12, 2018 (the “First November 2017 Maturity

Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First

November 2017 Note are due.

shall be paid in the form of the Company’s restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares

of the Company’s common stock ).

The maturity date of the First November 2017 Note was January 12, 2018 (the “First

November 2017 Maturity Date”).

On January 12, 2018, the First November 2017 Note and accrued but unpaid interest

was converted into the Company’s August 2017 Convertible Note Offering.

The Second November 2017 Loan Agreement

On November 29, 2017, the Company entered

8 unchanged sentences

shall be paid in the form of the Company’s restricted common stock at a rate of $0.20 per share (equivalent to 25,000 shares

of the Company’s common stock issued at $0.20 per share).

The maturity date of the Second November 2017 Note was January

13, 2018 (the “Second November 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest

and other amounts due under the Second November 2017 Note are due.

On November 29, 2017, the Company entered into a loan agreement (the “Third November 2017 Loan Agreement”)

with an individual (the “Third November 2017 Lender”), the Third November 2017 Lender issued the Company a promissory

note of $100,000 (the “Third November 2017 Note”).

Pursuant to the Third November 2017 Loan Agreement, the Third November

2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e.

$5,000) shall be payable in cash or convertible into

shares of the Company’s restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity

of the Company’s common stock ).

The maturity date of the Second November 2017 Note was January 13, 2018 (the “Second

November 2017 Maturity Date”).

On January 12, 2018, the Second November 2017 Note and accrued but unpaid interest

was converted into the Company’s August 2017 Convertible Note Offering.

The Third November 2017 Loan Agreement

On November 29, 2017, the Company entered

into a loan agreement (the “Third November 2017 Loan Agreement”) with an individual (the “Third November 2017

Lender”), the Third November 2017 Lender issued the Company a promissory note of $100,000 (the “Third November 2017

Note”).

Pursuant to the Third November 2017 Loan Agreement, the Third November 2017 Note has interest of fifteen percent

(15%), (i) five percent (5%) (i.e.

$5,000) shall be payable in cash or convertible into shares of the Company’s restricted

common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date;

(ii) ten percent (10%) (i.e.

$10,000) shall be paid in the form of the Company’s restricted common stock at a rate

of $0.20 per share (equivalent to 50,000 shares of the Company’s common stock issued at $0.20 per share).

The maturity date

of the Third November 2017 Note was January 13, 2018 (the “Third November 2017 Maturity Date”) at which time all outstanding

principal, accrued and unpaid interest and other amounts due under the Third November 2017 Note are due.

shall be paid in the form of the Company’s restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares

of the Company’s common stock).

The maturity date of the Third November 2017 Note was January 13, 2018 (the “Third

November 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due

under the Third November 2017 Note are due.

On January 12, 2018, the Third November 2017 Note and accrued but unpaid interest

was converted into the Company’s August 2017 Convertible Note Offering.

On March 14, 2018, the Company entered into a loan agreement (the “March 2018 Loan Agreement”)

with an individual (the “March 2018 Lender”), the March 2018 Lender issued the Company a promissory note of $50,000

(the “March 2018 Note”).

Pursuant to the March 2018 Loan Agreement, the March 2018 Note bears interest at a rate of

12% per annum.

As additional consideration for entering in the March 2018 Loan Agreement, the Company issued the March 2018 Lender

a five-year warrant to purchase 100,000 shares of the Company’s common stock with an exercise price of $0.20 per share.

maturity date of the March 2018 Note was March 29, 2018 (the “March 2018 Maturity Date”) at which time all outstanding

principal, accrued and unpaid interest and other amounts due under the March 2018 Note were due.

On March 29, 2018, the March 2018

Note and accrued but unpaid interest was exchanged for a convertible note

under the Company’s March 2018 Convertible Note Offering.

The May 2018 Offering

During the months of May and June 2018,

the Company conducted multiple closings with accredited investors (the “May 2018 Offering”) of units of the Company’s

securities by entering into subscription agreements with “accredited investors”

(the “May 2018 Investors”)

for aggregate gross proceeds of $608,500.

The May 2018 Offering consisted of a

maximum of $1,200,000 of units of the Company’s securities (each, a “May 2018 Unit”

and collectively, the

“May 2018 Units”), with each May 2018 Unit consisting of (i) a 13% promissory note (each, a “May 2018

Offering Note”

and, together, the “May 2018 Offering Notes”), and (ii) a four-year warrant (“May 2018

Offering Warrant”) to purchase the number of shares of the Company’s common stock equal to three times the

principal amount in dollars invested by such investor in each May 2018 Offering Note (the “May 2018 Warrant

Shares”) at an exercise price of $0.20 per share (the “May Offering Warrant Exercise Price”), subject to

adjustment upon the terms thereof.

The May 2018 Offering Notes mature on the nine-month anniversary of their issuance

The Company recorded a $215,032 debt discount

relating to 1,825,500 May 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument

on the dates of issuance.

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

During August 2018, the Company converted all outstanding principal unpaid interest into the August 2018 equity raise.

The May Offering Warrant Exercise Price

of the May 2018 Offering Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked

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

2018 Offering Warrant Exercise Price.

Such adjustment shall result in the May 2018 Offering Warrant Exercise Price being reduced

to such lower purchase price, subject to carve-outs as described therein.

During the nine months ended December

31, 2018, the Company converted $608,500 of principal and $723,780 of unpaid interest into the August 2018 equity raise (as defined

July 2018 Loan Agreements

In July 2018, the Company received gross

proceeds of $100,000 from the issuance of notes payable.

As additional consideration for entering into the debentures, the Company

issued the investor a 4-year warrant to purchase 300,000 shares of the Company’s common stock at a purchase price of $0.20

The Company recorded a $34,569 debt discount relating to these warrants issued to these investors based on the relative

fair value of each equity instrument on the dates of issuance.

The debt discount is being accreted over the life of this note

to accretion of debt discount and issuance cost.

On November 8, 2018 the Company executed

upon agreements that extended the maturity dates of these loans to March 7, 2019.

As part of the extension agreements, the Company

issued 204,051 warrants to purchase common stock of the Company at an exercise price of $0.30.

During the year ended December 31, 2018

the Company has repaid $50,000 of principal and $1,700 of unpaid interest.

August 2018 Loan Agreements

On August 30, 2018, the Company received

gross proceeds of $33,333 from the issuance of a note payable.

As additional consideration for entering into the debenture, the

Company issued the investor a 4-year warrant to purchase 33,333 shares of the Company’s common stock at a purchase price

of $0.20 per share.

The Company recorded a $4,178 debt discount relating to these warrants issued to this investor based on the

relative fair value of each equity instrument on the dates of issuance.

The debt discount was fully accreted during the nine months

ended December 31, 2018.

On September 7, 2018 the Company has repaid $33,333 in principal.

Note 7 –

3 unchanged sentences

Outstanding Principal as of

December 31, 2017

December 31, 2016

Maturity Date

November –

December, 2016

The November 2016 Convertible Note Offering

November 1, 2017

December 27, 2016

December 27, 2017

The June 2017 Convertible Note Offering

Not Applicable

September 1, 2017

April 11, 2018

August –

November 2017

The August 2017 Convertible Note Offering

August –

November 2019

The First December 2017 Note

December 21, 2019

The February 2018 Convertible Note Offering

January –

February 2020

The January 2018

January 12, 2020

The February 2018 Note

February 8, 2020

The March 2018 Convertible Note Offering

March –

Debt Discount

1 unchanged sentence

Total Long-Term Debt

(*) As subject to adjustment as further

outlined in the notes

(*) As subject to adjustment as further outlined in the notes

The November 2016 Convertible Note

During the months of November and December

2016, the Company issued convertible notes to third party lenders totaling $400,000.

These notes accrue interest at a rate of 10%

per annum and mature with interest and principal both due on November 1, 2017 through December 29, 2017.

The notes and accrued

interest are convertible at a conversion price as defined therein.

In addition, in connection with the notes the Company issued

five-year warrants to purchase an aggregate of 400,000 shares of Company common stock at a purchase price of $0.30 per share.

investors converted $375,000 of principal and $30,719 of interest into the August 2017 Convertible Note Offering.

On December 27, 2016, the Company issued

a convertible note to a third party lender totaling $100,000 (the “December 2016 Note”).

The December 2016 Note accrues

interest at 10% per annum and matures with interest and principal both due on December 27, 2017.

In addition, the Company issued

a warrant to purchase 100,000 shares of Company common stock.

The warrant entitles the holder to purchase the Company’s common

stock at a purchase price of $0.40 per share for a period of five years from the issue date.

The December 2016 Note and accrued

interest is convertible at a conversion price of $0.30 per share, subject to adjustment.

On August 31, 2017 the investor converted

$100,000 of principal and $6,767 of interest into the August 2017 Convertible Note Offering.

2016, the Company issued convertible notes to third party lenders totaling $400,000 (the “November 2016 Convertible Note

Offering”).

These notes accrued interest at a rate of 10% per annum and matured with interest and principal both due between

November 1, 2017 through December 29, 2017.

The notes and accrued interest are convertible at a conversion price as defined therein.

In addition, in connection with these notes the Company issued five-year warrants to purchase an aggregate of 400,000 shares of

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

These investors converted $375,000 of principal and $30,719 of interest

into the August 2017 Convertible Note Offering.

During the year December 2018, the Company

converted $25,000 of principal and $4,417 of unpaid interest into the August 2018 Equity Raise (as defined below).

The June 2017 Convertible Note Offering

During the month of June 2017 the Company

issued convertible notes to third party lenders totaling $71,500.

The notes accrue interest at 12% per annum and mature with interest

and principal both due on September 1, 2017.

The notes and accrued interest may be converted into a subsequent offering at a 15%

discount to the offering price are convertible at a conversion price as defined therein.

In addition, the Company issued warrants

to purchase 67,550 shares of Company common stock.

The warrants entitle the holders 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.

As of December 31, 2018, the Company was

currently in default on $71,500 in principal due on the notes.

On February 8, 2018, the Company repurchased these notes

These notes accrued interest at 12% per annum and matured with

interest and principal both due on September 1, 2017.

These notes and accrued interest may be converted into a subsequent offering

at a 15% discount to the offering price are convertible at a conversion price as defined therein.

In addition, the Company issued

warrants to purchase 67,550 shares of Company common stock.

These warrants entitle the holders 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.

As of December 31, 2017, the

Company was currently in default on $71,500 in principal due on these notes.

On February 8, 2018, the Company paid these notes

and is no longer in default.

5 unchanged sentences

into Securities Purchase Agreements with three accredited investors for (i) the issuance and sale of 8.5% Convertible Redeemable

Debentures, containing a ten percent (10%) original issuance discount, due April 18, 2018 (the “Debentures”)

and (ii) the issuance and sale of five-year Common Stock Purchase Warrants to purchase up to 778,750 shares of the Company’s

Debentures, containing a ten percent (10%) original issuance discount, due April 18, 2018 (the “Debentures”) and

(ii) the issuance and sale of five-year Common Stock Purchase Warrants to purchase up to 778,750 shares of the Company’s

common stock, par value $0.001 per share.

9 unchanged sentences

full force and effect.

The Company also repurchased 220,000 consideration shares of one of the accredited investors for $19,007,

cancelling the accredited investor’s Consideration Shares.

The Company also repurchased 220,000 consideration

shares of one of the accredited investors for $19,007, cancelling the accredited investor’s Consideration Shares.

Due to the fact that these convertible

8 unchanged sentences

The debt discount is charged to accretion of debt discount and issuance cost ratably over the term of the convertible

The Company recorded an $78,823 debt discount

relating to 778,750 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance.

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

The Company recorded an $78,823 debt discount relating to 778,750 warrants issued to investors based on

the relative fair value of each equity instrument on the dates of issuance.

The debt discount is being accreted over the life of

the note to accretion of debt discount and issuance cost.

The August 2017 Convertible Note

During the year ended December 31, 2017,

From August through November of 2017,

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

1 unchanged sentence

investors”

(the “Investors”) for aggregate gross proceeds of $1,585,000.

In addition, $1,217,177 of the Company’s

short term debt along with accrued but unpaid interest of $40,146 was converted into the August Offering.

The conversions resulted

in the issuance of 6,791,419 warrants with a fair value of $583,681 and an original issue discount of $101,561.

These were recorded

as a loss on extinguishment of debt.

The August Offering consisted of a maximum

of $6,000,000 of units of the Company’s securities (each, a “Unit”

and collectively, the “Units”),

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

and together the “Notes”),

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

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

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

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

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

The Conversion Price of the Note and the

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

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

Price or Exercise Price.

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

(the “August 2017 Investors”) for aggregate gross proceeds of $1,585,000.

In addition, $1,217,177

of the Company’s short-term debt along with accrued but unpaid interest of $40,146 was converted into the August 2017 Convertible

Note Offering.

These conversions resulted in the issuance of 6,791,419 warrants with a fair value of $583,681 and an original

issue discount of $101,561.

These were recorded as a loss on extinguishment of debt.

The August 2017 Convertible Note Offering

consisted of a maximum of $6,000,000 of units of the Company’s securities (each, a “August 2017 Unit”

and collectively,

the “August 2017 Units”), with each August 2017 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each

a “August 2017 Offering Note”, and together the “August 2017 Offering Notes”), convertible into shares

of the Company’s common stock (“August 2017 Offering Conversion Shares”) at a conversion price of $0.20 per

share (the “August 2017 Note Conversion Price”), and (b) a five-year warrant (each a “August 2017 Offering Warrant

and together the “August 2017 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of

the shares into which the August 2017 Offering Notes can be converted into (“August 2017 Offering Warrant Shares”)

at an exercise price of $0.20 per share (“August 2017 Offering Warrant Exercise Price”).

The August 2017 Offering

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

The August 2017 Note Conversion Price

and the August 2017 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company’s common stock

or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than

the prevailing August 2017 Note Conversion Price or August 2017 Offering Warrant Exercise Price.

Such adjustment shall result

in the August 2017 Note Conversion Price and August 2017 Offering Warrant Exercise Price being reduced to such lower purchase

price, subject to carve-outs as described therein.

The Company recorded a $472,675 debt discount

relating to 7,925,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance.

relating to 7,925,000 August 2017 Offering Warrants issued to investors based on the relative fair value of each equity instrument

on the dates of issuance.

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

In connection with the August 2017 Convertible

Note Offering, the Company paid a placement agent a cash fee of $90,508 to for services rendered in connection therewith on a

“best-efforts”

basis, which was recorded as issuance cost and is being accreted over the life of the note to accretion

of debt discount and issuance cost.

During the year ended December 31, 2018,

the Company converted $2,830,764 of principal and $409,287 of unpaid interest into the August 2018 Equity Raise (as defined below).

During the year ended December 31, 2018

the Company has repaid $114,000 of principal and $18,410 of unpaid interest.

The First December 2017 Note

On December 27, 2017, the Company issued

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

The First December

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

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

The warrant entitles the holder to purchase the

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

recorded a $35,525 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity

instrument on the dates of issuance.

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

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

The First December 2017 Note

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

During the year ended December 31, 2018,

the Company converted $100,000 of principal and $10,292 of unpaid interest into the August 2018 Equity Raise (as defined below).

The February 2018 Convertible Note

During the year ended December 31, 2018,

the Company conducted multiple closings of a private placement offering to accredited investors (the “February 2018 Convertible

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

investors”

(the “February 2018 Investors”) for aggregate gross proceeds of $725,000.

In addition, $250,000 of

the Company’s short-term debt along with accrued but unpaid interest of $40,675 was exchanged for convertible debt in the

February 2018 Offering.

These conversions resulted in the issuance of 1,453,375 warrants with a fair value of $181,139.

recorded as a loss on extinguishment of debt.

The February 2018 Convertible Note Offering

consisted of a maximum of $750,000 of units of the Company’s securities (each, a “February 2018 Unit”

and collectively,

the “February 2018 Units”), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note

(each a “February 2018 Convertible Note”

and together the “February 2018 Convertible Notes”), convertible

into shares of the Company’s common stock, par value $.001 per share (“February 2018 Conversion Shares”) at

a conversion price of $0.20 per share (the “February 2018 Note Conversion Price”), and (b) a five-year warrant (each

a “February 2018 Offering Warrant and together the “February 2018 Offering Warrants”) to purchase common stock

equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into (“February

2018 Warrant Shares”) at an exercise price of $0.20 per share (“February 2018 Warrant Exercise Price”).

February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates.

The February 2018 Offering Notes

are secured by a second priority security interest in the Company’s assets up to $1,000,000.

The February 2018 Note Conversion Price

and the February 2018 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company’s common stock

or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than

the prevailing Conversion Price or Exercise Price.

Such adjustment shall result in the Conversion Price and Exercise Price being

reduced to such lower purchase price, subject to carve-outs as described therein.

The conversion feature of the February

2018 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance.

Such feature is normally characterized as a beneficial conversion feature (“BCF”).

When the Company records a BCF

the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument.

Company recorded a BCF and related debt discount of $37,350, the discount is being accreted over the life of the first Debenture

to accretion of debt discount and issuance cost.

The Company recorded a $316,875 debt discount

relating to 3,625,000 February 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument

on the dates of issuance.

The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance

In connection with the February 2018 Convertible

Note Offering, the Company retained a placement agent (the “Placement Agent”), to carry out the Offering on a “best-efforts”

For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $94,250 and issued

to the Placement Agent shares of the Company’s common stock equal to ten percent (10%) of the Conversion Shares underlying

the February 2018 Convertible Notes or 362,500 shares that had a fair value of $74,881, which was recorded as issuance cost and

is being accreted over the life of these notes to accretion of debt discount and issuance cost.

During the year ended December 31, 2018,

the Company converted $940,675 of principal and $86,544 of unpaid interest into the August 2018 Equity Raise (as defined below).

The January 2018 Note

On January 12, 2018, the Company issued

a convertible note to a third-party lender totaling $68,761 to settle an outstanding vendor liability (the “January 2018

Note”).

The January 2018 Note accrues interest at 15% per annum and matures with interest and principal both due on January

The conversions resulted in the issuance of 343,806 warrants with a fair value of $42,850.

These were recorded as a

loss on extinguishment of debt.

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.

The January 2018 Note and accrued interest is convertible at

a conversion price of $0.20 per share, subject to adjustment.

The January 2018 Note is secured by a second priority lien on the

assets of the Company.

During the year ended December 31, 2018,

the Company exchanged $68,761 of principal and $7,212 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below).

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.

The 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.

2018 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment.

The February 2018

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

During the year ended December 31, 2018

the Company has repaid $40,750 of principal and $3,548 of unpaid interest.

The March 2018 Convertible Note

During the year ended December 31, 2018,

the Company conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible

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

investors”

(the “March 2018 Investors”) for aggregate gross proceeds of $770,000.

In addition, $50,000 of the

Company’s short-term debt, $767 accrued but unpaid interest and $140,600 of the Company’s vendor liabilities was exchanged

for convertible debt within the March 2018 Convertible Note Offering.

These conversions resulted in the issuance of 956,833 warrants

with a fair value of $84,087.

These were recorded as a loss on extinguishment of debt.

The March 2018 Convertible Note Offering

consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company’s securities

(each, a “March 2018 Unit”

and collectively, the “March 2018 Units”), with each March 2018 Unit consisting

of (a) a 14% Convertible Secured Promissory Note (each a “March 2018 Note”

and together the “March 2018 Notes”),

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

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

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

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

The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates.

The Conversion Price of the March 2018

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

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

prevailing Conversion Price or Exercise Price.

Such adjustment shall result in the Conversion Price and Exercise Price being reduced

to such lower purchase price, subject to carve-outs as described therein.

The Company recorded a $254,788 debt discount

relating to 4,806,833 warrants issued to investors based on the relative fair value of each equity instrument on the dates of

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

In connection with the Offering, the Company

paid a placement agent a cash fee of $90,508 to carry out the Offering on a “best-efforts”

basis, which was recorded

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

On December 27, 2017, the Company

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

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

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

The warrant entitles the holder

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

The Company recorded a $35,525 debt discount relating to the warrants issued to the investor based on the relative fair

value of each equity instrument on the dates of issuance.

The debt discount is being accreted over the life of the note The

First December 2017 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment.

The First December 2017 Note is secured by a second priority lien on the assets of the Company.

During the year ended December 31, 2018,

the Company converted $886,367 of principal and $51,293 of unpaid interest pursuant to the August 2018 Equity Raise (as defined

Note 8 –

Related Party Loan

Related Party Loans

Convertible notes

1 unchanged sentence

party as of December 31, 2018 and 2017 is as follows:

Outstanding Principal as of

December 31, 2017

Interest Rate

Maturity Date

August –

Principal as of

2017 Convertible Note Offering

August –

December 21, 2018

December 21, 2019

The Second December 2017

The February 2018 Convertible

Note Offering

January –

February 2020

The Second February 2018

September 30,

March 2018 Convertible Note Offering

Debt Discount

Total Long-Term Debt

On April 25, 2017, the Company issued convertible

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

The April Rosen Notes accrue interest

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

In addition, in connection with the April

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

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

On April 25, 2017, the Company issued a

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

The April Gordon Notes accrue

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

In addition, the Company issued

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

The April Gordon

Notes and accrued interest were converted into the August 2017 Convertible Note Offering.

Debt Issuance Costs

Long-Term Debt

The August 2017 Convertible Note

Offering –

Related Party

During the year ended December 31, 2017,

1 unchanged sentence

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

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

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

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

The conversions

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

These resulted

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

(the “August 2017 Investors”) for aggregate gross proceeds of $505,000.

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

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

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

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

The Company offered, through a placement

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

and collectively, the “Units”), with each

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

and together the “Notes”),

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

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

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

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

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

agent, $6,000,000 of units of its securities (each, an “August 2017 Unit”

and collectively, the “August 2017

Units”), with each August 2017 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “August 2017

and together the “August 2017 Notes”), convertible into shares of the Company’s common stock, par

value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion Price”),

and (b) a five-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to

one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise

price of $0.20 per share (“Exercise Price”).

The August 2017 Notes mature on the second (2nd) anniversary of their

issuance dates.

The Conversion Price of the August 2017

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

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

prevailing Conversion Price or Exercise Price.

Such adjustment shall result in the Conversion Price and Exercise Price being reduced

to such lower purchase price, subject to carve-outs as described therein.

The Company recorded a $160,700 debt discount

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

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

During the year ended December 31, 2018,

the Company converted $1,416,026 of principal and $202,362 of unpaid interest pursuant to the August 2018 Equity Raise (as defined

The Second December 2017 Note

On December 21, 2017, the Company issued

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

The Second December

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

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

The warrant entitles the holder to purchase the

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

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

instrument on the dates of issuance.

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

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

The Second December 2017

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

the year ended December 31, 2018, the Company converted $100,000 of principal and $10,542 of unpaid interest pursuant to the August

2018 Equity Raise (as defined below) and the note is no longer outstanding.

The February 2018 Convertible Note

During the year ended December 31, 2018,

the Company conducted multiple closings of a private placement offering to accredited investors (the “February 2018 Convertible

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

investors”

(the “Investors”) for aggregate gross proceeds of $25,000.

The February 2018 Convertible Note Offering

consisted of a maximum of $750,000 of units of the Company’s securities (each, a “February 2018 Unit”

and collectively,

the “February 2018 Units”), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note

(each a “February 2018 Note”

and together the “February 2018 Notes”), convertible into shares of the Company’s

common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion

Price”), and (b) a five-year warrant (each a “Warrant and together the “Warrants”) to purchase common

stock equal to one hundred percent (100%) of the shares into which the February 2018 Notes can be converted into (“Warrant

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

The February 2018 Notes mature on the second

(2nd) anniversary of their issuance dates.

The February 2018Notes are secured by a second priority security interest in the Company’s

assets up to $1,000,000.

The Conversion Price of the Note and the

4 unchanged sentences

price, subject to carve-outs as described therein.

The conversion feature of the February

2018 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance.

Such feature is normally characterized as a beneficial conversion feature (“BCF”).

When the Company records a BCF

the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument.

Company recorded a BCF and related debt discount of $1,063, the discount is being accreted over the life of the first Debenture

to accretion of debt discount and issuance cost.

The Company recorded a $11,054 debt discount

1 unchanged sentence

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

On December 21, 2017, the Company issued

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

The Second December

In connection with the Offering, the Company

retained Network 1 Financial Securities, Inc.

(the “Placement Agent”), to carry out the Offering on a “best-efforts”

For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $3,250 and issued

to the Placement Agent shares of the Company’s common stock equal to ten percent (10%) of the Conversion Shares underlying

the Notes or 12,500 shares that had a fair value of $2,606, which was recorded as issuance cost and is being accreted over the

life of these notes to accretion of debt discount and issuance cost.

During the year ended December 31, 2018,

the Company converted $25,000 of principal and $2,219 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below).

The Second February 2018 Note

On February 8, 2018, the Company issued

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

The Second February

2018 Note accrues interest at 18% per annum and matures with interest and principal both due on December 31, 2018.

3 unchanged sentences

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.

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

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

The Second December 2017 Note

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

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 Second February 2018 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject

to adjustment.

The Second February 2018 Note is secured as a second priority lien on the assets of the Company.

During the year ended December 31, 2018,

the Company has repaid $5,298 in principal.

In addition, the Company converted $35,452 of principal and $4,116 of unpaid interest

into the August 2018 Equity Raise (as defined below).

The March 2018 Convertible Note

During the year ended December 31, 2018,

the Company conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible

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

investors”

(the “Investors”) for aggregate gross proceeds of $239,400.

The March 2018 Convertible Note Offering

consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000, of units of the Company’s securities

(each, a “March 2018 Unit”

and collectively, the “March 2018 Units”), with each March 2018 Unit consisting

of (a) a 14% Convertible Secured Promissory Note (each a “March 2018 Note”

and together the “March 2018 Notes”),

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

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

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

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

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

The Conversion Price of the Note and the

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

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

Price or Exercise Price.

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

price, subject to carve-outs as described therein.

The Company recorded a $84,854 debt discount

relating to 1,197,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of

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

During the year ended December 31, 2018,

the Company converted $239,000 of principal and $15,401 of unpaid interest into the August 2018 Equity Raise (as defined below).

Notes payable

2 unchanged sentences

of December 31, 2018 and 2017 is as follows:

Principal as of

November 26, 2017

September 12, 2016

November 22, 2017

September 20, 2016

March 20, 2017

October 13, 2016

November 22, 2017

October 24, 2016

January 1, 2018

October 31, 2016

November 10, 2016

November 22, 2016

November 22, 2017

December 21, 2016

Outstanding Principal as of

Maturity Date

The May 2016 Rosen Loan Agreement

November 26, 2017

September 8, 2017

The September 2017 Rosen Loan Agreement

September 24, 2017

November 20, 2017

The November 2017 Schiller Loan Agreement

December 31, 2017

The May 2018 Schiller Loan Agreements

February 2, 2019

The June 2018 Frommer Loan Agreement

August 17, 2018

The July 2018 Rosen Loan Agreement

August 17, 2018

The July 2018 Schiller Loan Agreements

August 17, 2018

The December 2018 Gravitas Loan Agreement

January 22, 2019

The December 2018 Rosen Loan Agreement

January 26, 2019

Debt Discount

May 26, 2016, the Company entered into a loan agreement (the “May 2016 Rosen Loan Agreement”) with Arthur Rosen, an

individual (“Rosen”), pursuant to which on May 26, 2016 (the “Closing Date”), Rosen provided the Company

a secured term loan of $1,000,000 (the “May 2016 Rosen Loan”).

In connection with the May 2016 Rosen Loan Agreement,

on May 26, 2016, the Company and Rosen entered into a security agreement (the “Rosen Security Agreement”), pursuant

to which the Company granted to Rosen a senior security interest in substantially all of the Company’s assets as security

for repayment of the May 2016 Rosen Loan.

Pursuant to the May 2016 Rosen Loan Agreement, the May 2016 Rosen Loan bears interest

at a rate of 12.5% per annum, compounded annually and payable on the maturity date of May 26, 2017 (the “May 2016 Rosen Maturity

Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen

Loan are due.

The Company entered into an amendment to the May 2016 Rosen Loan extending the May 2016 Rosen Maturity Date to November

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

to purchase 1,000,000 shares of the Company’s common stock at a purchase price of $0.40 per share (the “May 2016 Rosen

Warrant”).

The May 2016 Rosen Warrant contains anti-dilution provisions as further described therein.

On September 7,

2017 (the “Conversion Date”), Rosen converted all accrued but unpaid interest on the May 26 Rosen Loan from May 26,

2016 through September 6, 2017 in the amount of $150,127.97 (the “May 26 Rosen Loan Interest”) into the Company’s

August Convertible Note Offering, after which May 26 Rosen Loan Interest was deemed paid in full through the Conversion Date.

The May 2016 Rosen Loan Agreement

On May 26, 2016, the Company entered into a loan agreement (the “May 2016 Rosen Loan Agreement”)

with Arthur Rosen, an individual (“Rosen”), pursuant to which on May 26, 2016 (the “Closing Date”), Rosen

provided the Company a secured term loan in the principal amount of $1,000,000 (the “May 2016 Rosen Loan”).

In connection

with the May 2016 Rosen Loan Agreement, on May 26, 2016, the Company and Rosen entered into a security agreement (the “Rosen

Security Agreement”), pursuant to which the Company granted to Rosen a senior security interest in substantially all of the

Company’s assets as security for repayment of the May 2016 Rosen Loan.

Pursuant to the May 2016 Rosen Loan Agreement, the

May 2016 Rosen Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of May 26,

2017 (the “May 2016 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and

other amounts due under the May 2016 Rosen Loan are due.

The Company entered into an amendment to the May 2016 Rosen Loan extending

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

As additional consideration for entering in the May 2016 Rosen Loan Agreement,

the Company issued Rosen a five-year warrant to purchase 1,000,000 shares of the Company’s common stock at a purchase price

of $0.40 per share (the “May 2016 Rosen Warrant”).

The May 2016 Rosen Warrant contains anti-dilution provisions as

further described therein.

On September 7, 2017 (the “Conversion Date”), Rosen converted all accrued but unpaid

interest on the May 2016 Rosen Loan from May 26, 2016 through September 6, 2017 in the amount of $124,306 (the “May 2016

Rosen Loan Interest”) into the Company’s August Convertible Note Offering, after which May 2016 Rosen Loan Interest

was deemed paid in full through the Conversion Date.

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

maturity date of this loan to May 15, 2019.

The September 2017 Rosen Loan Agreement

On September 8, 2017, the Company entered

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

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

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

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

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

During the year ended December

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

On October 13, 2016, the Company entered

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

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

(the “October 2016 Gordon Note”).

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

bears interest at a rate of 12% per annum.

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

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

of $0.40 per share.

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

2017 Convertible Note Offering.

On October 24, 2016, the Company entered

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

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

(the “October 2016 Schiller Note”).

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

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

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

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

of $0.30 per share.

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

2017 Convertible Note Offering.

On October 31, 2016, the Company entered

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

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

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

As additional

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

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

During the year ended December 31, 2017 the

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

On December 21, 2016, the Company entered

into a loan agreement (the “December 2016 Gordon Loan Agreement”) with Gordon, pursuant to which on December 21, 2016

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

Pursuant to the December 2016 Gordon Loan Agreement, the December 2016 Gordon Note bears interest at a rate of 10% per annum.

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

to purchase 166,666 shares of the Company’s common stock at a purchase price of $0.40 per share.

During the year ended December

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

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

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

The September 2017 Rosen Note is secured

by an officer of the Company.

As additional consideration for entering in the September 2017 Rosen Note Loan Agreement, the Company

issued Rosen a five-year warrant to purchase 25,000 shares of the Company’s common stock at a purchase price of $0.20 per

On November 13, 2017, in consideration for extending the September 2017 Rosen Note, Rosen was issued a warrant to purchase

100,000 shares of the Company’s common stock exercisable within five (5) years and with an exercise price of $0.20 per share.

On February 20, 2018, the Company entered

into a forbearance agreement whereby the Company issued Rosen a five-year warrant to purchase 448,000 shares of the Company’s

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

These warrants had a fair value of $65,378 which was recorded to Loss on extinguishment

The new maturity date of the September 2017 Rosen Loan Agreement is September 8, 2018.

During the year December 31, 2018, the

Company converted $224,000 of principal and $20,496 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below)

and the loan is no longer outstanding.

The November 2017 Schiller Loan Agreement

On November 20, 2017, the Company entered

into a loan agreement (the “November 2017 Schiller Loan Agreement”) with Mr.

Len Schiller (“Schiller”),

a member of the Company’s Board of Directors, whereby the Company issued Schiller a promissory note in the principal amount

of $25,000 (the “November 2017 Schiller Note”).

Pursuant to the November 2017 Schiller Loan Agreement, the November

2017 Schiller Note bears interest at a rate of 15% per annum.

During the year ended December 31, 2018 the Company repaid $25,000

in principal and $637 in interest and the loan is no longer outstanding.

The January 2018 Rosen Loan Agreement

On January 16, 2018, the Company entered

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

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

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

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

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

As additional consideration for entering in the January 2017 Rosen Loan

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

price of $0.30 per share.

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

August 2017 Convertible Note Offering.

2018 Rosen Note bears interest at a rate of 6% per annum and was 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 May 2016 Rosen Loan became due.

During the year ended 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 2017 Gordon Loan Agreement”) with Gordon pursuant to which on January 26, 2017

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

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

Pursuant to the January 2017 Gordon Loan Agreement, the January

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

As additional consideration for entering in the January 2017 Gordon

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

a purchase price of $0.30 per share.

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

On February 7, 2017, the Company entered

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

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

2017 Schiller Note”).

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

Pursuant to the February 2017

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

As additional consideration

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

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

During the year ended December 31, 2017 the

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

On April 12, 2017, the Company entered

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

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

The April 2017 Schiller Note

is secured by an officer of the Company.

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

interest at a rate of 10% per annum.

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

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

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

Convertible Note Offering.

On April 12, 2017, the Company entered

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

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

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

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

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.

to 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 became due.

During the year ended December

31, 2018, the Company repaid $40,000 in principal and $105 in interest and the loan is non longer outstanding.

The First March 2018 Rosen Loan Agreement

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

On 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 Agreement

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

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

During the year ended December 31, 2017 the principal

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

On May 4, 2017, the Company entered into a loan agreement (the

“May 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note of $15,000 (the “May

2017 Rosen Note”).

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

Pursuant to the May 2017 Rosen Note Loan

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

As additional consideration for entering in the May

2017 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 10,500 shares of the Company’s common

stock at a purchase price of $0.30 per share.

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

converted into the August 2017 Convertible Note Offering.

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 of $20,000 (the “May 2017 Schiller Note”).

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

As 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.

Pursuant to the May 2018 Schiller Loan

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

As additional consideration for entering in the

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

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

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

note were converted into the August 2017 Convertible Note Offering.

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 pursuant to 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 2017 Schiller Loan Agreement”) Schiller, a member of the Board, whereby the Company issued

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

Pursuant to the June 2017 Schiller Loan Agreement,

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

As additional consideration for entering in the June 2017

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

stock at a purchase price of $0.20 per share.

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

converted into the August 2017 Convertible Note Offering.

On July 6, 2017, the Company entered into

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

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

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

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

As additional consideration

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

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

During the year ended December 31, 2017 the principal

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

On July 6, 2017, the Company entered into

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

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

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

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

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

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 share.

During the year ended December 31, 2017

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

On August 24, 2017, the Company entered

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

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

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

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

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

On September 8, 2017, the Company entered

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

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

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

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

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 upon an agreement that extended

the maturity date of the June 2018 Frommer 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.

These warrants had a fair

value of $4,645 which was recorded to loss on extinguishment of debt.

On March 29, 2019 the Company executed upon an agreement that extended the maturity date of this

loan 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.

On November 13, 2017,

in consideration for extending the Promissory Note, Rosen was issued a warrant to purchase 100,000 shares of the Company’s

Common Stock exercisable within five (5) years and with an exercise 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, 2019 the Company executed upon an agreement that extended the maturity

date of this loan to May 15, 2019.

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.

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 101,900 shares of common stock of the Company at an exercise price of $0.30.

On March 29, 2019 the Company

executed upon an agreement that extended the maturity date of this loan to May 15, 2019.

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, an officer of the Company, whereby the Company

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

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.

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, 2019 the Company executed upon an agreement that extended the maturity

date of this loan to May 15, 2019.

The Second July 2018 Rosen Loan Agreements

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.

Pursuant to the Second July 2018 Rosen Loan Agreement, 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, 2019 the Company executed

upon an agreement that extended 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 2017 Schiller Loan Agreement”) Schiller, a member of the Board, whereby the Company

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

Pursuant to the November 2017 Schiller

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

November 20, 2017, the Company entered into a loan agreement (the “November 2017 Rosen Agreement”) whereby the

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

Pursuant to the November 2017

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

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.

Pursuant to the November 2018 Rosen Loan Agreement, the November 2018 Rosen

Note bears interest at a rate of 6% per annum and payable on the maturity date of December 23, 2018 (the “November 2018 Rosen

Maturity Date”).

During the year ended December 31, 2018,

31, 2017 the principal and interest of this note were repaid.

Line of credit

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

On 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.

Pursuant to the December 2018 Rosen Loan Agreement, the December 2018 Rosen

Note bears interest at a rate of 6% per annum and payable on the maturity date of January 26, 2019 (the “December 2018 Rosen

Maturity Date”).

On March 29, 2019 the Company executed upon an agreement that extended the maturity date of this loan to

May 15, 2019.

The December 2018 Gravitas Capital

Loan Agreement

On 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.

Pursuant to the December 2018 Gravitas Capital Loan Agreement, the December 2018 Gravitas Capital Note bears interest at a rate

of 6% per annum and payable on the maturity date of January 27, 2019 (the “December 2018 Gravitas Capital Maturity

Date”).

On March 29, 2019 the Company executed upon an agreement that extended the maturity date of this loan to May 15,

Line of credit –

related party

On May 9, 2017, the Company entered into

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

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

The LOC bears interest

at a rate of 18%.

As of December 31, 2017, the total outstanding

balance of line of credit - related party was $130,000.

a Revolving Line of Credit (the “Grawin LOC”) with Grawin, LLC, a limited liability company controlled by Rosen, a

related party.

The Grawin LOC was established for a period of twelve months, with a maturity date of May 2018, in which the Company

can borrow principal up to $130,000.

The Grawin LOC bears interest at a rate of 18%.

On June 8, 2018 the Grawin LOC’s maturity

date was extended to June 1, 2019.

During the year ended December 31, 2018,

the Company exchanged $130,000 of principal and $30,626 of unpaid interest on the Grawin LOC into the August 2018 Equity Raise

(as defined below).

As of December 31, 2018 and 2017

the total outstanding balance of line of credit - related party was $0 and $130,000, respectively.

On June 6, 2018, Rosen made non-interest

bearing loans of $50,000 to the Company in the form of cash.

The loan is due on demand and unsecured.

On July 12, 2018, this note

was converted into The Second July 2018 Rosen Loan Agreements.

Officer compensation

During the years ended December 31, 2018 and

2017 the Company paid $109,407 and $132,792, respectively for living expenses for officers of the Company.

Note 9 –

11 unchanged sentences

The Company had

no financial assets measured at fair value on a recurring basis as of December 31, 2017.

no financial assets measured at fair value on a recurring basis as of December 31, 2018 and 2017.

The following summarizes the Black-Scholes

16 unchanged sentences

Expected term:

The Company’s remaining term is based on the remaining contractual maturity of the

convertible notes.

The following are the changes in the derivative liabilities

during the year ended December 31, 2017.

The Company’s remaining

term is based on the remaining contractual maturity of the convertible notes.

following are the changes in the derivative liabilities during the year ended December 31, 2017.

December 31, 2017

3 unchanged sentences

Derivative liabilities as December 31, 2017

There was no derivative liability activity

during the year ended December 31, 2018.

Note 11 - Stockholders’

13 unchanged sentences

(the “Series A Stated Value”).

During the year ended December 31, 2015,

the Company sold 24,400 shares of Series A for proceeds of $2,450,000.

In addition, $800,000 in convertible notes and $91,400 in

accrued interest were converted into 8,914 shares of the Company’s Series A.

During the year ended December 31, 2017,

the Company converted 1,733 shares of Series A for 1,146,307 shares of common stock.

The holders of the Series A shall be entitled

32 unchanged sentences

the conversion price was adjusted to $0.164

The Corporation and the Holder may not convert that amount of the Conversion Amount on a Conversion Date

in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of

(i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii)

the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of

this provision is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and

its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation.

For the purposes of the proviso

to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act

and Regulation 13d-3 thereunder.

Subject to the foregoing, the Holder shall not be limited to successive exercises which would

result in the aggregate issuance of more than 4.99%.

The Holder may allocate which of the equity of the Corporation deemed beneficially

owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%.

The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one

(61) days’

The Corporation and the Holder may not

convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial

ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by

the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of

the Conversion Amount with respect to which the determination of this provision is being made on such Conversion Date, which would

result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common

Stock of the Corporation.

For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be

determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder.

Subject to the foregoing, the Holder

shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%.

The Holder may allocate

which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described

above and which shall be allocated to the excess above 4.99%.

The Holder may waive the conversion limitation described in this

Section in whole or in part, upon and effective after sixty-one (61) days’

prior written notice to the Corporation.

14 unchanged sentences

securities having rights senior to or on parity with the Series A.

During the year ended December 31, 2016,

the Company accrued $3,318,353 for liquidating damages on the Series A and $309,665 on the warrants associated with the Series

During the year ended December 31, 2017,

the Company accrued $0 for liquidating damages on the Series A and $0 on the warrants associated with the Series A.

During the years ended December 31, 2018

and 2017, the Company accrued $0 for liquidating damages on the Series A and $0 on the warrants associated with the Series A.

During the year ended December 31, 2018 the Company converted the remaining Series A into the August

2018 Equity Raise.

Series B Cumulative Convertible Preferred

4 unchanged sentences

shares) (the “Series B Stated Value”).

During the year ended December 31, 2015,

the Company sold 7,000 shares of Series B for proceeds of $700,000.

The holders of outstanding shares of Series

1 unchanged sentence

any dividend or other distribution will be paid or declared and set apart for payment on any shares of any Junior Stock as defined.

Such dividends shall compound annually and be fully cumulative, and shall accumulate from the date of original issuance of the

Series B, and shall be payable quarterly, in arrears, commencing on the first day of the calendar quarter following the date on

which the Series B is issued.

Such dividends shall compound annually and be fully cumulative and shall accumulate from the date of original issuance of the Series

B, and shall be payable quarterly, in arrears, commencing on the first day of the calendar quarter following the date on which

the Series B is issued.

Upon the occurrence of an Event of Default as defined below and while such Event of Default is outstanding,

61 unchanged sentences

securities having rights senior to the Series B.

During the year ended December 31, 2016,

the Company accrued $667,313 for liquidating damages on the Series B and $51,159 on the warrants associated with the Series B.

During the year ended December 31, 2016,

the Company issued 1,063 shares of Series B upon conversion of interest totaling $108,844.

During the year ended December 31, 2017,

the Company accrued $0 for liquidating damages on the Series B and $0 on the warrants associated with the Series B.

During the years ended December

31, 2018 and 2017, the Company accrued $0 for liquidating damages on the Series B and $0 on the warrants associated with the

During the years ended December 31,

2018 and 2017, the Company issued 0 shares of Series B upon conversion of interest totaling $0.

During the year ended December 31, 2018

the Company issued 0 shares of Series B upon conversion of interest totaling $0.

the Company converted the remaining Series B into the August 2018 Equity Raise.

Series D Convertible Preferred Stock

6 unchanged sentences

the right at any time commencing after the issuance to convert such shares into fully paid and non-assessable shares of Common

Stock (the “Conversion Shares”) of the Corporation determined in accordance with the applicable conversion price (the “Conversion

Price”).

Stock (the “Conversion Shares”) of the Corporation determined in accordance with the applicable conversion price (the

“Conversion Price”).

The number of Conversion Shares issuable

25 unchanged sentences

shares of the Series D Preferred,

(a) alter or change

adversely the powers, preferences or rights given to the Series D Preferred or alter or amend this Certificate of Designation,

(a) alter or change adversely

the powers, preferences or rights given to the Series D Preferred or alter or amend this Certificate of Designation,

(b) amend its articles

2 unchanged sentences

of authorized shares of Series D Preferred, or

(d) enter into any agreement

with respect to any of the foregoing.

On August 31, 2016, a holder of Series

D converted 1,099 shares of Series A into 1,098,933 shares of the Company’s common stock.

During the year ended December 31, 2017,

the Company converted 914 shares of Series D for 266,325 shares of common stock.

On February 1, 2016, the Company issued

268,333 shares of its restricted common stock to its Placement Agent.

Such shares were issued pursuant to a Placement Agent Agreement

with the Company and services rendered in connection with a private placement of the Company’s securities.

On February 6, 2016, the Company entered

into Stock Purchase Agreements (the “Purchase Agreements”) with three investors providing for the issuance and sale

of an aggregate of 2,626,308 shares of the Company’s common stock, par value $0.001 per share, for an aggregate purchase

price of $2,626.

On August 17, 2016, the Company entered

into a subscription agreement (the “Subscription Agreement”) with an accredited investor for the sale of 666,666 shares

of the Company’s Common Stock (the “Shares”) and warrants to purchase 333,333 shares of the Company’s Common

Stock (the “Warrant”) for a purchase price of $250,000.

The Warrant is exercisable at any time after the date of issuance

and has a five year term.

The Warrant is exercisable at price of $0.40 per share.

(d) enter into any agreement with respect

to any of the foregoing.

During the year ended December 31, 2017,

the Company issued 392,764 common shares for cashless exercise of warrants.

the Company converted 914 shares of Series D into 266,325 shares of common stock.

On January 30, 2017, the Company issued

12 unchanged sentences

with the Company and services rendered in connection with a private placement of the Company’s securities.

Treasury Stock

As discussed in Note 7, upon amendment

of the July 2017 Convertible Note, the Company repurchased the 220,000 shares for an aggregate purchase price of $19,007 which

is presented as Treasury Stock on the consolidated balance sheets.

On January 31, 2018, the Company issued

18,750 shares of its restricted common stock to settle outstanding vendor liabilities of $3,750.

In connection with this transaction

the Company also recorded a gain on settlement of vendor liabilities of $375.

During the year ended December 31, 2018,

the Company issued 610,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $116,300.

These shares were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract

to share based payments.

During the year ended December 31, 2018 the Company recorded $72,835 to share based payments.

August 2018 Equity Raise

Effective August 31, 2018 (the “Effective

Date”), the Company consummated the initial closing (the “Initial Closing”) of a private placement offering

of its securities of up to $5,000,000 (the “August 2018 Equity Raise”).

In connection

with the August 2018 Equity Raise, the Company entered into definitive securities purchase agreements (the “Purchase Agreements”)

for aggregate gross proceeds of $2,787,462 .

Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of

11,149,848 shares of common stock at $0.25 per share and received warrants to purchase 11,149,848 shares of common stock at an

exercise price of $0.30 per share (the “Purchaser Warrants”, collectively, the “Securities”).

The Purchaser Warrants are exercisable

for a term of five years from the Initial Exercise Date (as defined in the Purchaser Warrants).

In connection with the August 2018 Equity

Raise, the Company will issue 2,200,000 shares of Common Stock, will pay fees of $161,406 and will grant warrants to purchase 139,984

shares of common stock at an exercise price of $0.30 per share for services rendered as the Company’s placement agent in

the Private Offering.

The Company has recorded

$536,342 to stock issuances costs, and is part of Additional Paid-in Capital.

Letter Agreements for the Conversion of Debt and Preferred

In connection with the August 2018 Equity

Raise, the Company entered into those certain letter agreements (the “Debt Conversion Agreements”) with certain holders

of its debt securities (the “Debt Holders”), for the conversion of an aggregate amount of $7,997,939 of principal and

$1,028,890 of accrued but unpaid interest of the Company’s debt obligations into 45,128,959 shares of Common Stock at a conversion

price equal to $0.20 per share.

Additionally, as inducement to enter into the Debt Conversion Agreement, the Debt Holders were

issued warrants to purchase 22,564,504 shares of Common Stock at an exercise price equal to $0.30 per share, expiring five years

from the date of issuance (the “Incentive Debt Warrants”).

The Company recorded a Loss on extinguishment of debt of

$2,913,934 in connection with of the debt conversions.

See Notes 6, 7 and 8.

Concurrently with its entrance in the Debt

Conversion Agreements, the Company entered into those letter agreements (the “Preferred Stock Conversion Agreements”)

with certain holders (the “Preferred Holders”) of its Series A Cumulative Convertible Preferred Stock and Series B

Cumulative Convertible Preferred Stock (the “collectively, the Preferred Stock”) whereby the Preferred Holders converted

38,512 shares of the Preferred Stock into an aggregate of 26,866,582.00 shares of Common Stock at conversion prices equal to $0.19683

per share for Series A and $0.164 per share for Series B.

As in an inducement to enter into the Preferred Stock Conversion Agreements,

the Preferred Holders were issued warrants to purchase 13,433,305 shares of Common Stock at an exercise price equal to $0.30 per

share, expiring five years from the date of issuance (the “Incentive Preferred Warrants”, and together with the Incentive

Debt Warrants, the “Incentive Warrants”).

The Company recorded an inducement of $2,016,634 in connection with of the

Preferred conversions and is recorded as an adjustment to net loss attributable to common shareholders, on the statements

of operations.

Stock Options

4 unchanged sentences

The assumptions used for options granted

during the year ended December 31, 2017 and December 31, 2016 are as follows:

during the year ended December 31, 2018 and 2017 are as follows:

Exercise price

6 unchanged sentences

Expected life of option

3.6 - 4.3 years

The following is a summary of the Company’s

2 unchanged sentences

December 31, 2016 –

outstanding and exercisable

Cancelled/Modified

3 unchanged sentences

December 31, 2017 –

Outstanding options held by related party –

December 31, 2016

Exercisable options held by related party –

December 31, 2016

Balance –

December 31, 2016

December 31, 2017 –

Cancelled/Modified

3 unchanged sentences

December 31, 2018 –

Outstanding options held by related party –

December 31, 2017

Exercisable options held by related party –

December 31, 2017

During the year ended December 31, 2018

the Company granted options of 500,000 to consultants.

As of the date of this filing the company has not issued these options.

At December 31, 2018, the aggregate intrinsic

value of options outstanding and exercisable was $1,000 and $1,000, respectively.

Stock-based compensation for stock options has been recorded in the consolidated statements of operations

and totaled $1,092,970 and $231,035, for the year ended December 31, 2017 and 2016, respectively.

Stock-based compensation for stock options

has been recorded in the consolidated statements of operations and totaled $320,564 and $1,092,970, for the year ended December

31, 2018 and 2017, respectively.

The following is a summary of the Company’s

12 unchanged sentences

92.14%-109.54%

96.76%-102.21%

Risk free interest rate

15 unchanged sentences

Exercise price

Number Outstanding

Weighted Average

1 unchanged sentence

Exercise Price

Weighted Average

Exercise Price

$ 0.20–

During the year ended December 31, 2017,

4 unchanged sentences

option-pricing model and the above assumptions.

During the year ended December 31, 2017, a total of 16,597,719 warrants were issued with convertible notes

(See Note 7 above).

During the year ended December 31, 2017, a total of 16,597,719 warrants were issued with convertible notes (See Note 7 above).

In addition, the placement agent was granted a total of 12,150 warrants to purchase common stock.

The warrants have a grant date

fair value of $1,472,161 using a Black-Scholes option-pricing model and the above assumptions.

During the year ended December 31, 2017,

a total of 345,500 warrants were issued with notes payable –

related party (See Note 8 above).

The warrants have a grant

date fair value of $38,109 using a Black-Scholes option-pricing model and the above assumptions.

During the year ended December 31, 2017,

a total of 7,115,129 warrants were issued with convertible notes payable –

related party (See Note 8 above).

have a grant date fair value of $680,037 using a Black-Scholes option-pricing model and the above assumptions.

During the year ended December 31, 2018,

a total of 2,962,884 warrants were issued with promissory notes (See Note 6 above).

The warrants have a grant date fair value of

$501,268 using a Black-Scholes option-pricing model and the above assumptions.

During the year ended December 31, 2018,

a total of 10,481,016 warrants were issued with convertible notes (See Note 7 above).

The warrants have a grant date fair value

of $1,284,683 using a Black-Scholes option-pricing model and the above assumptions.

During the year ended December 31, 2018,

a total of 2,530,242 warrants were issued with notes payable –

6 unchanged sentences

have a grant date fair value of $162,834 using a Black-Scholes option-pricing model and the above assumptions.

During the year ended December 31, 2018,

a total of 47,287,641 warrants were issued with the August 2018 Equity Raise (See above).

The warrants have a grant date fair value

of $6,418,381 using a Black-Scholes option-pricing model and the above assumptions.

Stock Incentive Plan

21 unchanged sentences

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 Jerrick, provided that if the recipient of the Option owns more than ten percent (10%) of the total combined voting power of the Jerrick, 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 Jerrick, 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 Jerrick (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 Jerrick 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.

(i) 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 Jerrick, provided that if the recipient of the Option owns more than ten percent (10%)

of the total combined voting power of the Jerrick, the exercise price shall be at least 110% of the Fair Market Value;

(ii) 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.

(iii) 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 Jerrick, the Incentive Option

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

(iv) subject to acceleration

in the event of a Change of Control of the Jerrick (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 Jerrick through the four (4) year anniversary

of the date on which the Option was granted;

(v) 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;

(vi) with respect to Incentive Options, the aggregate Fair Market

Value of Common Stock exercisable for the first time during any calendar year shall not exceed $100,000.

Each award of Restricted Stock is subject

to the following material terms:

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 Jerrick 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.

Note 12 - Income Taxes

(i) 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;

(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 Jerrick as of the date of the grant of the Restricted Stock;

(iv) 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;

(v) the Restricted Stock is not transferable until the date

on which the Compensation Committee has specified such restrictions have lapsed.

Note 11 –

Commitments and Contingencies

Lease Agreements

On May 5, 2018, the Company signed a 5-year

lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024.

date of the lease is June 1, 2018.

Total amount due under this lease is $411,150.

Total future minimum payments required

under the lease as of December 31, 2018 are as follows:

Twelve Months Ending December 31,

Rent expense for the years ended December

31, 2018 and 2017 was $179,186 and $146,056 respectively.

Note 12 –

Components of deferred tax assets are as

December 31, 2017

Net deferred tax assets –

Stock based compensation

Expected income tax benefit from NOL carry-forwards

10 unchanged sentences

Federal statutory income tax rate

State tax rate, net of federal benefit

Change in valuation allowance on net operating loss carry-forwards

9 unchanged sentences

On December 22, 2017, the Tax Cuts and

Jobs Act pf 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code of 1986, as

Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code of 1986, as

amended (the “Code”).

32 unchanged sentences

it refines the accounting for the impact of the Act.

Note 13 - Subsequent Events

Subsequent to December 31, 2017, the Company

received gross proceeds of $1,780,750 of the issuance of convertible notes.

In addition, $300,000 of the Company’s short

term debt along with accrued but unpaid interest of $41,442 was converted into convertible debentures.

As additional consideration

for entering in the convertible debentures, the Company issued the investors 5-year warrant to purchase 10,488,708 shares of the

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

Subsequent to December 31, 2017, the Company received gross proceeds of $50,000 of the issuance of notes

As additional consideration for entering in the debentures, the Company issued the investors 5-year warrant to purchase

100,000 shares of the Company’s common stock at a purchase price of $0.20 per share.

Subsequent to December 31, 2017, the Company received gross proceeds from related parties of $40,750 of

the issuance of convertible notes.

As additional consideration for entering in the convertible debentures, the Company issued the

investors 5-year warrant to purchase 81,500 shares of the Company’s common stock at a purchase price of $0.20 per share.

Subsequent to December 31, 2017, the Company received gross proceeds from related parties of $135,000

of the issuance of notes payable.

As additional consideration for entering in the convertible debentures, the Company issued the

investors 5-year warrant to purchase 35,000 shares of the Company’s common stock at a purchase price of $0.20 per share.

Subsequent to December 31, 2017, the Company

issued 375,000 shares of its restricted common stock to its Placement Agent.

Such shares were issued pursuant to a Placement Agent

Agreement with the Company and services rendered in connection with a private placement of the Company’s securities.

Subsequent to December 31, 2017, the Company

issued 628,750 shares of its common stock to consultants in exchange for services.

Federal and state tax laws impose limitations

on the utilization of net operating losses and credit carryforwards in the event of an ownership change for tax purposes, as defined

in Section 382 of the Internal Revenue Code.

Accordingly, the Company’s ability to utilize these carryforwards may be limited as

a result of an ownership change which may have already happened or may happen in the future.

Such an ownership change could result

in a limitation in the use of the net operating losses in future years and possibly a reduction of the net operating losses available.

Note 13 –

Subsequent Events

Subsequent to

December 31, 2018 the company concluded the August 2018 Equity Raise.

In connection with the August 2018 Equity Raise, the Company

entered into definitive securities purchase agreements (the “Purchase Agreements) with an additional 25 accredited investors

(the “Purchasers”) for aggregate gross proceeds of $581,829.

Pursuant to the Purchase Agreements, the Purchasers purchased

an aggregate of 2,727,320 shares of common stock at $0.25 per share and received warrants to purchase 2,727,320 shares of common

stock at an exercise price of $0.30 per share (the “Purchaser Warrants”, collectively, the “Securities”).

Subsequent to

December 31, 2018 the company entered into four promissory note agreements with related parties.

The Company received proceeds

As additional consideration for entering in the promissory note agreements, the investors were granted a total of

417,500 warrants to purchase the Company’s common stock.

Subsequent to December 31, 2018 the company entered into eight

convertible promissory note agreements.

The Company received proceeds of $655,000.

As additional consideration for entering in

the convertible promissory note agreements, the investors were granted a total of 864,600 warrants to purchase the Company’s

common stock.

Subsequent to December 31, 2018, the Company filed a tender

offer statement on Schedule TO with the SEC, relating to the offer by the Company to holders of certain of the Company's outstanding

warrants, each with an exercise price of $0.20, to receive an aggregate of 61,832,962 shares of the Company's Common Stock, by

agreeing to receive thirty-three thousand three-hundred thirty-three (33,333) shares of Common Stock in exchange for every one-hundred

thousand (100,000) warrants tendered by the holders of these warrants.

As of the date of this filing, this tender offer by the

Company remains open.

On January 31, 2019, Mr.

Rick Schwartz

informed the Board of Directors (the “Board”) of Jerrick Media Holdings, Inc.

(the “Company”), that he

was resigning as the Company’s President, effective immediately.

Schwartz’s resignation was not the result of any

disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Schwartz will

continue on as an employee of the Company in the capacity of senior advisor.

On January 31, 2019, the Board appointed

Justin Maury as the Company’s new President.

Maury has been with the Company since 2013 as an employee of the Company

and previously led the Company’s product development.

Changes in and Disagreements

1 unchanged sentence

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 8. Financial Statements and Supplementary Data