What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2019-04-01 compared with 2018-05-17 · 646 added, 416 removed, 395 unchanged (73% of the section changed)

29 unchanged sentences

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

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

in its internal control procedures.

Based on this assessment, management concluded

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

As of period covered by this Annual Report

33 unchanged sentences

Other Information.

Directors, Executive Officers and Corporate Governance.

and Executive Officers

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

our directors and executive officers at May 16, 2018:

Frommer(1)(2)

Executive Officer, Director

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

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

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

Frommer, Chief Executive Officer and Director

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

Directors, Executive Officers

and Corporate Governance.

Directors and Executive Officers

The following table and biographical summaries

set forth information, including principal occupation and business experience, about our directors and executive officers at April

Jeremy Frommer(1)(2)

Chief Executive Officer, Director

Rick Schwartz(1)(4)

Former President

Leonard Schiller(2)

Andrew Taffin(3)

Justin Maury (4)

(1) Effective February 5, 2016,

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

(2) Effective February 5, 2016,

Jeremy Frommer and Leonard Schiller were appointed as members of the Board of Directors.

(3) Effective May 2, 2016, Andrew

Taffin was appointed as a member of the Board of Directors.

(4) On January 31, 2019, Rick

Schwartz resigned from his position as President.

The Board of Directors appointed Justin Maury as President on

the same date.

Jeremy Frommer, Chief Executive Officer

Frommer, age 51, combines over 20 years

of experience in the financial technology industry.

Previously, Mr.

Frommer held key leaderships

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

Frommer held key leaderships roles in the investment banking

and trading divisions of large financial institutions.

From 2009 to 2012, Mr.

Frommer was briefly

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

Frommer was briefly retired until beginning concept

formation for Jerrick Ventures which he officially founded in 2013.

From 2007 to 2009, Mr.

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

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

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

company focused on building equity trading platforms.

Frommer was Managing Director of Global

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

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

From 2004 to 2007, Mr.

Frommer was Founder and Chief Executive Officer of

NextGen Trading.

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

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

He holds a B.A.

from the University

Schwartz, President

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

Notable credits include The Departed, Black

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

Schwartz began his film career at Miramax under Harvey and

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

Frommer was the Chief

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

equity trading platforms.

From 2002 to 2004, Mr.

Schwartz was CEO and Founder of Overnight Productions.

Schwartz and partner Jimmy Fallon created

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

and NBC’s Sharing.

Schiller, Director

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

the firm since 1977.

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

real estate company with properties located in the Midwest.

Schiller has also been involved in the ownership of residential

properties and commercial properties throughout the country.

Schiller has acted as a principal in numerous private loan transactions

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

Schiller has also served as a member of

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

He also served as a member

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

which was acquired by Molecular Diagnostics, Inc.

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

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

Taffin, Director

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

He is currently the Chief Executive

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

rental AV equipment for businesses and organizations of all sizes.

Taffin’s leadership, Tallen has experienced

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

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

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

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

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

Frommer was Founder and Chief Executive Officer of NextGen Trading.

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

Frommer was also

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

He holds a B.A.

from the University of Albany.

Justin Maury, President

Justin Maury, age 30, is a full stack design

director with an expertise in product development.

With over ten years of design and product management experience in the creative

industry, Maury’s passion for the creative arts and technology ultimately resulted in the vision for Vocal.

Since joining

Jerrick in 2013, Maury has overseen the development and launch of the company’s flagship product, Vocal, an innovative platform

that provides storytelling tools and engaged communities for creators and brands to get discovered while funding their creativity.

Under Maury’s supervision, Vocal has achieved growth to over 380,000 creators across 34 genre-specific communities in its

first two years since launch.

Leonard Schiller, Director

Leonard Schiller, age 74, is President

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

also has served as the President of The Dearborn Group, a residential property management and real estate company with properties

located in the Midwest.

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

throughout the country.

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

the structure, and management of these transactions.

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

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

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

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

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

a Delaware corporation.

Andrew Taffin, Director

Andrew Taffin, age 52, has over 25 years

of entrepreneurial and executive leadership experience.

He is currently the Chief Executive Officer and co-founder of Tallen Technology

Rentals (“Tallen”), a leading provider of technology services and short-term rental AV equipment for businesses and

organizations of all sizes.

Taffin’s leadership, Tallen has experienced consistent revenue growth, secured multimillion

dollar contracts with Fortune 100 companies, expanded into multiple business categories including pharmaceutical and financial

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

Taffin was also one of the founding

members and former president of the International Technology Rental Associations (“ITRA”).

Taffin is a consistent

speaker at industry conferences and events and contributes regularly to several technology publications.

Taffin graduated from

Plymouth State University with a B.A.

in communications.

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

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

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

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

associated with a director.

With regard to Mr.

Frommer, the Board of Directors considered his significant experience,

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

With regard to Mr.

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

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

The members of the Board of Directors serve

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

When considering whether directors and

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

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

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

regard to Mr.

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

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

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

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

With regard to Mr.

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

Relationships

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

Board of Directors does not have any committees formed.

As independent directors are added to our board, we intend

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

written charters for such committees.

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

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

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

with Section 16(a) of the Exchange Act

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

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

beneficial ownership with the SEC.

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

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

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

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

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

Leonard Schiller, a member

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

Andrew Taffin, a

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

Taffin, the Board

of Directors considered his management experience in growing small businesses.

Family Relationships

There are currently no family relationships

among any of our directors or executive officers.

Board Committees

Our Board of Directors does not have any

committees formed.

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

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

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

Until such time as an Audit Committee,

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

normally undertaken by such committees.

Compliance with Section 16(a) of the

Section 16(a)

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

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

ownership with the SEC.

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

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

Based solely on

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

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

ended December 31, 2018, the following persons did not file timely.

Leonard Schiller, a member of our Board, did not file timely two

times, but has made all required filings as of this date;

Andrew Taffin, a member of our Board, did not file timely once,

but has made all required filings as of this date.

Arthur Rosen,

5 unchanged sentences

has made all required filings as of this date.

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

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

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

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

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

No director or executive officer has been convicted of

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

Code of Ethics

The Company does not currently maintain

a Code of Ethics but plans to adopt one in the near future.

Legal Proceedings

There are no material proceedings to which

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

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

No director or executive officer

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

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

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

has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed

against it during the past ten years.

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

of a pending criminal proceeding during the past ten years.

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

judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement

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

No director or officer has been found by a

court to have violated a federal or state securities or commodities law during the past ten years.

Executive Compensation.

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

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

Name and Principal

The following summary compensation table

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

31, 2018, and 2017.

and Principal

Incentive Plan

Kent Campbell (1)

Chief Executive Officer and

Chief Financial Officer

Denis Espinoza (1) President and Chief Operating

Jeremy Frommer (2) Chief Executive

Chief Executive Officer

$ 132,792 (1)

Rick Schwartz

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

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

Former President

(1) The $132,792 includes payment to Mr.

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

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

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

Equity Awards at Fiscal Year-End 2017

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

Frommer for living

expenses, health insurance and a vehicle allowance.

(2) The $12,944 includes payment to Mr.

Schwartz for health

(3) The $96, 463 includes payment to Mr.

Frommer for living

expenses, health insurance and a vehicle allowance.

Employment Agreements

As of April 1, 2019, the Company has not

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

in the fiscal year 2019.

Outstanding Equity Awards at Fiscal

Year-End 2018

At December 31, 2018, we had outstanding

equity awards as follows:

Number of Securities Underlying Unexercised Options Exercisable

12 unchanged sentences

Rick Schwartz (1)

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

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

As of the close of business on May 16, 2018

Justin Maury (2)

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

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

(2) On January 31, 2019, Rick Schwartz resigned from his position

as President.

The Board of Directors appointed Justin Maury as President on the same date.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters.

As of the close of business April 1, 2019,

we had outstanding 134,256,350 shares of common stock.

Each share of common stock is currently entitled to one

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

The following table sets forth the number of common shares,

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

Each share of common stock is currently entitled to one vote on all matters

put to a vote of our stockholders.

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

shares, beneficially owned as of April 1, 2019, by:

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

of our current directors;

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

in the Summary Compensation

our current executive officers and directors as a group.

Shares beneficially owned and percentage ownership

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

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

with respect to securities.

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

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

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

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

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

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

In any case where

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

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

described above.

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

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

in such column may exceed 100%.

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

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

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

● each our current executive

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

in the Summary Compensation Table above;

● all our current executive

officers and directors as a group.

Shares beneficially owned and percentage

ownership before this offering is based on 134,256,350 shares of common stock outstanding as of April 1, 2019.

Beneficial ownership is determined in accordance

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

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

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

60 days, are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are

not deemed outstanding for computing the beneficial ownership percentage of any other person.

Under the applicable SEC rules, each

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

ownership by the total number of outstanding shares.

In any case where an individual has beneficial ownership over securities

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

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

Because the calculation of each person’s

beneficial ownership set forth in the “Percentage Beneficially Owned”

column of the table may include shares that are

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

Unless otherwise

indicated, the address of each of the following persons is 2050 Center Avenue, Suite 640, Fort Lee, NJ 07024, and, based upon information

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

his, her or its name.

Name and Address

1 unchanged sentence

5% or Greater Stockholders

Rick Schwartz

22,029,672 (2)

28,473,396 (3)

All 5% or Greater Stockholders as a Group

1 unchanged sentence

Jeremy Frommer

Rick Schwartz

16,124,726 (4)

3,907,517 (6)

Leonard Schiller

5,914,108 (7)

Andrew Taffin

3,353,343 (8)

All current directors and officers as a group (4)

less than one percent

securities “beneficially owned”

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

ownership”

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

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

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

for our Securities

The securities “beneficially owned”

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

set forth in the regulations of the SEC and accordingly, may include securities owned by or for, among others, the spouse, children or certain other relatives of such person, as well as other securities over which the person has or shares voting or investment power or securities which the person has the right to acquire within 60 days.

This total includes 10,877,672 shares of Common Stock and 11,152,045 shares underlying warrants.

This total includes 16,416, 896 shares of Common Stock and 12,056,500 shares underlying warrants.

This total includes 11,674,876 shares of Common Stock, 449,850 shares underlying warrants, and 4,000,000 shares underlying stock options.

This total includes 3,110,486 shares of Common Stock and 4,000,000 shares underlying stock options.

This total includes 548,427 shares of Common Stock and 3,359,090 shares underlying stock options.

This total includes 2,336,455 shares of Common Stock, 3,027,653 shares underlying warrants, and 600,000 shares underlying stock options.

This total includes 1,375,562 shares of Common Stock, 1,527,781 shares underlying warrants, and 500,000 shares underlying stock options.

Market for our Securities

Our Common Stock is quoted on the OTC Markets

OTCQB under the symbol “JMDA”.

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

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

In addition, broad market fluctuations,

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

of our actual or projected performance.

Anti-Takeover

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

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

The existence

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

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

of us, thereby protecting the continuity of our management.

Our shares of preferred stock could therefore be issued quickly with

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

Certain Relationships and Related Transactions.

The market price of our Common Stock is

subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market

and other factors, over many of which we have little or no control.

In addition, broad market fluctuations, as well as general

economic, business and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or

projected performance.

Anti-Takeover Provisions

Our charter and bylaws contain provisions

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

Our Board may, without

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

The existence of unissued preferred stock

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

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

the continuity of our management.

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

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

Certain Relationships and Related

Transactions.

Upon completion of the Merger, as of February

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

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

Street, Englewood, NJ 07631.

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

Dean LLC, which is 50% owned by our Chief

Executive Officer, Jeremy Frommer.

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

Dean LLC, which is 50% owned by our

Chief Executive Officer, Jeremy Frommer.

Monthly rent is $8,500 through 2015.

Commencing 2016 through the expiration of the lease, monthly

rent will be $14,165.

Commencing 2016 through the expiration of the lease,

monthly rent will be $14,165.

The lease expired April 30, 2018.

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

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

On May 26, 2016, the Company entered into

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

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

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

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

assets as security for repayment of the Loan.

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

Pursuant to the Loan Agreement, the Loan

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

All outstanding principal,

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

As additional consideration for entering

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

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

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

provisions as further described therein.

On April 25, 2017, the Company issued convertible

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

The April Rosen Notes accrue interest

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

In addition, in connection with the April

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

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

Before moving to the current office space, the Company paid rent

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

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 per share.

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

Convertible Note Offering.

On April 25, 2017, the Company issued a

56 unchanged sentences

Outstanding Principal as of

December 31, 2017

December 31, 2016

Maturity Date

November 26, 2017

September 12, 2016

November 22, 2017

September 20, 2016

March 20, 2017

October 13, 2016

November 22, 2017

October 24, 2016

January 1, 2018

October 31, 2016

November 10, 2016

November 22, 2016

November 22, 2017

December 21, 2016

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

40 unchanged sentences

2017 Convertible Note Offering.

On October 24, 2016, the Company entered

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

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

(the “October 2016 Schiller Note”).

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

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

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

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

of $0.30 per share.

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

2017 Convertible Note Offering.

On October 31, 2016, the Company entered

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

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

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

As additional

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

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

During the year ended December 31, 2017 the

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

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

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

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

Pursuant to the December 2016 Gordon Loan Agreement,

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

As additional consideration for entering in the December

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

stock at a purchase price of $0.40 per share.

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

converted into the August 2017 Convertible Note Offering.

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.

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”).

Pursuant 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.

On January 25, 2017, the Company entered

141 unchanged sentences

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

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

are independent.

Directors are considered “independent”

as long as they do not accept any consulting, advisory

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

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

and the Nasdaq listing rules.

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

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

in order to comply with applicable SEC disclosure rules.

The January 2018 Rosen Loan Agreement

On January 16, 2018, the Company entered

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

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

The January 2018 Rosen Note is secured by

Jeremy Frommer, whereas upon default Mr.

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

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

Pursuant to the January 2018 Rosen Loan Agreement, the January

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

2018 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under

the May 2016 Rosen Loan are 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 outstandinng.

The January 2018 Gordon Loan Agreement

On January 16, 2018, the Company entered

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

Christopher Gordon (“Gordon”),

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

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

Frommer would owe his own personal default

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

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 are due.

During the year ended December 31,

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

The 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 nine months 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 nine months 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 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 nine months ended December 31, 2018, the Company repaid

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

The May 2018 Schiller Loan Agreement

On May 2, 2018, the Company entered into

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

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

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 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”) at which time all outstanding principal, accrued and unpaid interest

are due under the May 2018 Schiller Loan.

During the year ended December 31, 2018,

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

and the loan is no longer outstanding.

The June 2018 Frommer Loan Agreement

On June 29, 2018, the Company entered into

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

Company issued Frommer a promissory note in the principal amount of $10,000 (the “June 2018 Frommer Note”).

As additional

consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase

30,000 shares of the Company’s common stock at a purchase price of $0.20 per share.

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”) at which time all outstanding principal, accrued and unpaid interest are due

under the June 2018 Frommer Loan.

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

40,854 warrants to purchase 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 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 of $35,000 (the “First July 2018 Schiller Note”).

As additional consideration

for entering in the First July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 75,000

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

Pursuant to the agreement, the note bears interest

at a rate of 6% per annum and payable on the maturity date of August 17, 2018 at which time all outstanding principal, accrued

and unpaid interest were due under the First July 2018 Schiller Loan.

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 142,987 warrants to purchase common stock of the Company at an exercise price of $0.30.

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 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 at which time all outstanding principal, accrued and unpaid interest were due under the Second July 2018 Schiller Loan.

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 101,900 warrants to purchase 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 of $10,000 (the “First July 2018 Rosen Note”).

Pursuant to the First July 2018 Rosen

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

time all outstanding principal, accrued and unpaid interest are due under the First July 2018 Rosen Note.

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,

As part of the extension agreement, the Company issued 27,534 warrants to purchase 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,

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 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 at which time all outstanding principal, accrued and unpaid interest are due under the Second July 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 203,967 warrants to purchase

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 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”) at which time all outstanding principal, accrued and unpaid interest are due under the November 2018 Rosen

During the year ended December 31, 2018,

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

The December 2018 Rosen Loan Agreement

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, 2018 (the “December 2018 Rosen

Maturity Date”) at which time all outstanding principal, accrued and unpaid interest are due under the November 2018 Rosen

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, 2018 (the “December 2018 Gravitas Capital Maturity Date”)

at which time all outstanding principal, accrued and unpaid interest are due under the November 2018 Gravitas Capital Loan.

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

Director Independence

Our Board of Directors will periodically

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

are considered “independent”

as long as they do not accept any consulting, advisory or other compensatory fee (other

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

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

In this latter

regard, the Board of Directors will use the Nasdaq listing rules (specifically, Section 5605(a)(2) of such rules)

as a benchmark for determining which, if any, of its directors are independent, solely in order to comply with applicable SEC disclosure

However, this is for disclosure purposes only.

It should be understood

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

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

of the Board of Directors.

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

the meaning of the Nasdaq listing rule cited above.

Principal Accountant Fees and Services.

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

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

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

filings or engagements for those fiscal years.

Audit-Related Fees

All Other Fees

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

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

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

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

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

Principal Accountant Fees and

The following table sets forth the aggregate

fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit

of the Company’s annual financial statements and review of financial statements included in the Company’s quarterly

reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements

for those fiscal years.

Audit-Related

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits .

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

exhibits listed below are filed as a part of this annual report.

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

2 unchanged sentences

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

(incorporated

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

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

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

(incorporated by reference

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

Articles of Incorporation, filed with the Nevada Secretary of State on December 30, 1999 (incorporated by reference to the Company’s annual report on Form 10-SB filed with the Commission on March 30, 2006).

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

10 unchanged sentences

Certificate of Designation of Series A Cumulative Convertible Preferred Stock.

(incorporated

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

(incorporated by reference

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

Ventures, Inc.

4 unchanged sentences

Certificate of Designation of Series B Cumulative Convertible Preferred Stock.

(incorporated

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

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

(incorporated by reference to Exhibit 3.1 of the

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

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

(incorporated by reference to Exhibit 3.2 of the

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

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

(incorporated by reference to Exhibit 3.3 of the

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

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

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

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

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

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

of Incorporation of Jerrick Ventures, Inc.

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

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

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

on March 21, 2017).

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

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

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

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

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

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

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

on August 24, 2016).

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

on January 17, 2017).

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

on March 21, 2017).

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

on July 21, 2017).

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

on September 18, 2017).

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

on January 2, 2018) .

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

and Cape One Master Fund II LP.

(incorporated

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

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

(incorporated

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

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

Sarah Campbell.

(incorporated by reference

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

of Stock Purchase Agreement.

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

filed with the Commission on February 11, 2016).

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

(incorporated

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

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

(incorporated

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

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

filed with the Commission on August 24, 2016).

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

with the Commission on March 21, 2017).

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

the Commission on March 21, 2017).

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

with the Commission on August 24, 2016).

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

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

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

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

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

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

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

with the Commission on January 17, 2017).

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

the Commission on January 17, 2017).

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

with the Commission on March 21, 2017).

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

the Commission on March 21, 2017).

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

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

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

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

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

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

Media Holdings Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

with the Commission on September 18, 2017)

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

the Commission on September 18, 2017)

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

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

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

with the Commission on January 2, 2018)

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

the Commission on January 2, 2018)

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

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

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

the Commission on February 13, 2018)

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

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

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

Certification by the Principal Executive Officer pursuant to 18 U.S.C.

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

Certification by the Principal Executive Officer pursuant to 18 U.S.C.

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

Presentation.

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

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

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

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

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

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

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

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

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

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

Certificate of Incorporation of Jerrick Ventures, Inc.

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

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

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

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

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

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

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

Convertible Debenture, dated March 17, 2016 (incorporated by reference to Exhibit 4.5 to the Company’s annual report on Form 10-K filed with the Commission on April 14, 2016).

Secured Promissory Note, dated April 5, 2016 (incorporated by reference to Exhibit 4.6 to the Company’s annual report on Form 10-K filed with the Commission on April 14, 2016).

Form of Warrant.

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

Form of Warrant.

(incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8- K filed with the Commission on March 21, 2017).

Form of Series A Preferred Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.5 the Company’s Registration Statement on Form S-1 filed with the Commission on August 31, 2016)

Form of Series B Preferred Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.6 the Company’s Registration Statement on Form S-1 filed with the Commission on August 31, 2016)

Common Stock Purchase Warrant, dated April 5, 2016 (incorporated by reference to Exhibit 10.15 to the Company’s annual report on Form 10-K filed with the Commission on April 14, 2016).

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s quarterly report on Form 10-Q filed with the Commission on August 24, 2016).

Form of Warrant (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the Commission on January 17, 2017).

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on March 21, 2017).

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on July 21, 2017).

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on September 18, 2017)

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on January 2, 2018)

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on April 2, 2018)

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on May 29, 2018)

Form of Purchaser Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018)

Form of Incentive Warrant (incorporated by reference to Exhibit 4.2 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018)

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

Release Agreement between the Company and George I.

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

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

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

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

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

dated November 17, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on December 2, 2014).

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

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

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

and Cape One Master Fund II LP.

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

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

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

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

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

Form of Stock Purchase Agreement.

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

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

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

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

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

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed with the Commission on August 24, 2016).

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on March 21, 2017).

Form of Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Commission on March 21, 2017).

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q filed with the Commission on August 24, 2016).

Assignment and Assumption Agreement, dated May 12, 2017 (incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 15, 2017).

Line of Credit Agreement, dated May 9, 2017 by and between the Company and Arthur Rosen (incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 15, 2017).

Promissory Note Issued In Favor Grawlin, LLC, Dated May 12, 2017, (incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 15, 2017).

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on January 17, 2017).

Form of Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on January 17, 2017).

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on March 21, 2017).

Form of Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on March 21, 2017).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on July 21, 2017).

Form of 8.5% Convertible Redeemable Debentures due April 18, 2018 (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on July 21, 2017).

Securities Purchase Agreement between the Company and Crossover Capital Fund I, LLC dated July 11, 2017 (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2017)

Jerrick Media Holdings Inc.

8.5% Convertible Redeemable Note Due April 11, 2018 (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2017)

First Amendment to 8.5% Convertible Redeemable Note Due April 11, 2018 (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2017)

Securities Purchase Agreement between the Company and Diamond Rock LLC dated July 24, 2017 (incorporated by reference to Exhibit 10.4 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2017)

Jerrick Media Holdings Inc 8.5% Convertible Redeemable Note Due April 11, 2018 (incorporated by reference to Exhibit 10.5 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2017)

First Amendment to 8.5% Convertible Redeemable Note Due April 24, 2018 (incorporated by reference to Exhibit 10.6 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2017)

First Amendment to 8.5% Convertible Redeemable Note Due April 18, 2018 (incorporated by reference to Exhibit 10.7 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2017)

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on September 18, 2017)

Form of Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on September 18, 2017)

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the Commission on February 14, 2018)

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on January 2, 2018)

Form of Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on January 2, 2018)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on February 13, 2018)

Form of Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on February 13, 2018)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on April 2, 2018)

Form of Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on April 2, 2018)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on May 29, 2018)

Form of Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on May 29, 2018)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018)

Form Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018)

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018)

Form of Series A Preferred Stock Conversion Letter Agreement (incorporated by reference to Exhibit 10.4 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018)

Form of Series B Preferred Stock Conversion Letter Agreement (incorporated by reference to Exhibit 10.5 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018)

Form of Convertible Note Conversion Letter Agreement (incorporated by reference to Exhibit 10.6 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018)

Form of Promissory Note Conversion Letter Agreement (incorporated by reference to Exhibit 10.7 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018)

Lease Agreement (incorporated by reference to Exhibit 10.5 of the Company’s quarterly report on Form 10-Q filed with the Commission on August 20, 2018)

Letter from Sadler, Gibb & Associates, LLC dated January 7, 2019

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Registration Statement on Form S-1 filed with the Commission on October 24, 2018)

Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a), As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a), As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act 2002

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act 2002

XBRL Instance Document

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Filed herewith

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

on its behalf by the undersigned, thereunto duly authorized.

MEDIA HOLDINGS, INC.

Pursuant to the requirements of Section

13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

JERRICK MEDIA HOLDINGS, INC.

April 1, 2019

/s/ Jeremy Frommer

Jeremy Frommer

Executive Officer

Executive Officer)

Financial Officer)

Accounting Officer)

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

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

Rick Schwartz

Chief Executive Officer

(Principal Executive Officer)

(Principal Financial Officer)

(Principal Accounting Officer)

Pursuant to the requirements of the Securities

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

and on the dates indicated.

/s/ Justin Maury

April 1, 2019

/s/ Leonard Schiller

April 1, 2019

Leonard Schiller

/s/ Andrew Taffin

April 1, 2019

Andrew Taffin

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures