What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2020-03-30 compared with 2019-04-01 · 1966 added, 2133 removed, 334 unchanged (92% of the section changed)

Financial Statements.

Jerrick Media Holdings, Inc.

December 31, 2018 and 2017

Index to the Consolidated Financial

Media Holdings, Inc.

Statements as of December 31, 2019 and 2018

to the Consolidated Financial Statements

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’

Consolidated Balance Sheets as of December 31, 2019 and 2018

Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2019 and 2018

Consolidated Statements of Changes in Stockholders’

Equity for the Years Ended December 31, 2019 and 2018

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

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019 and 2018

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Jerrick Media Holdings, Inc.

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 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.

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 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

We have served as the Company’s auditor since 2017.

Salt Lake City, UT

on the Financial Statements

have audited the accompanying balance sheets of Jerrick Media Holdings, Inc.

(the Company) as of December 31, 2019 and 2018, and

the related statements of comprehensive income (loss), changes in stockholders' equity (deficit), and cash flows for each of the

years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the financial statements).

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

December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended

December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

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

in Note 3 to the financial statements, the Company had an accumulated deficit at December 3 1, 2019, and a net loss and net cash

used in operating activities for the year then ended.

These factors raise substantial doubt about the Company's ability to continue

as a going concern.

Management's plans in this regard are described in Note 3.

The financial statements do not include any adjustments

that might result from the outcome of this unceflainty

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 audits.

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.

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

conducted our audits 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

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 audits, 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 express no such opinion.

audits 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 audits 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 audits provide a reasonable basis for our opinion.

have served as the Company's auditor since 2018.

Media Holdings, Inc.

Balance Sheet

Balance Sheets

Current Assets

Prepaid expenses

Accounts receivable

Note receivable –

related party

Current portion of operating lease right of use asset

Total Current Assets

Property and equipment, net

Intangible assets

Deferred offering costs

Security deposit

Operating lease right of use asset

Liabilities and Stockholders’

2 unchanged sentences

Accounts payable and accrued liabilities

Convertible Notes - related party, net of debt discount

Convertible Notes, net of debt discount and issuance costs

Current portion of capital lease payable

Current portion of operating lease payable

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

Unrecognized tax benefit

Deferred revenue

Warrant liability

Deferred rent

1 unchanged sentence

Non-current Liabilities:

Operating lease payable

Deferred rent

5 unchanged sentences

Stockholders’

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:

15,000,000 shares authorized;

129,506,802 and 39,520,682 issued and outstanding as of December 31, 2018 and 2017 respectively

9,178,937 issued and 9,019,087 outstanding as of December 31, 2019 and 6,475,340 issued and 6,447,673 outstanding as of December 31, 2018

Additional paid in capital

2 unchanged sentences

(36,545,065 )

Accumulated other comprehensive income

Treasury stock, 159,850 and 27,667 shares, respectively

2 unchanged sentences

Media Holdings, Inc.

Statements of Operations

For the Year Ended

Consolidated Statements of Comprehensive Income (Loss)

For the Year Ended

5 unchanged sentences

Loss from operations

Other income (expenses)

Other expenses

Interest expense

Accretion of debt discount and issuance cost

Change In derivative liability

Settlement of vendor liabilities

1 unchanged sentence

Gain (loss) on settlement of debt

Impairment of minority investment

Other income (expenses), net

Other expenses, net

Loss before income tax provision

2 unchanged sentences

(12,013,542 )

$ (8,751,586 )

Deemed dividend

2 unchanged sentences

(14,204,408 )

Other comprehensive income

Currency translation loss

Comprehensive loss

$ (8,041,367 )

$ (14,204,408 )

Per-share data

5 unchanged sentences

the Years Ended December 31, 2019 and 2018

Series A Preferred Stock

Series B Preferred Stock

Treasury stock

Additional Paid In

Other Comprehensive

Stockholders’

Balance, December 31, 2017

(13,018,811 )

Conversion of series A to

Conversion of series D to

Common stock issued to settle

vendor liabilities

Common stock issued to settle vendor liabilities

Stock based compensation

Stock warrants issued with

Issuance of common stock for

prepaid services

Common stock issued with note

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 and warrants

Common stock and warrants issued upon conversion of notes payable

Stock issuance cost

Stock warrants issued with note payable

Issuance of common stock for prepaid services

Common stock issued with note payable

BCF issued with note payable

Purchase of treasury stock

loss for the year ended December 31, 2017

Inducement expense

Net loss for the year ended December 31, 2018

Balance, December 31, 2018

(21,775,107 )

Common stock issued to settle

vendor liabilities

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

Cash received for common stock and warrants

Tender offering

Stock issuance cost

Stock warrants issued with

Issuance of common stock for

prepaid services

Common stock issued with note

Stock warrants issued with note payable

Purchase of treasury stock and warrants

Shares issued for acquisition

BCF issued with note payable

Purchase of treasury stock

Inducement expense

loss for the year ended December 31, 2018

(12,013,542 )

Shares issued to settle vendor payable

Foreign currency translation adjustments

Net loss for the year ended December 31, 2019

Balance, December 31, 2019

(36,545,066 )

accompanying notes to the consolidated financial statements

Media Holdings, Inc.

Statements of Cash Flows

For the Year Ended

Consolidated Statements of Cash Flows

For the Year Ended

3 unchanged sentences

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

Depreciation and amortization

Accretion of debt discount and issuance cost

Share-based compensation

Gain on settlement of vendor liabilities

Gain on settlement of debt

Impairment of minority investment

Change in fair value of derivative liability

Loss on extinguishment of debt

Bad debt expense

Gain (loss) on settlement of vendor liabilities

Gain (loss) on settlement of debt

Gain on extinguishment of debt

Amortization of ROU Asset

Changes in operating assets and liabilities:

Operating Lease liability

Prepaid expenses

3 unchanged sentences

Accounts payable and accrued expenses

Unrecognized tax benefit

Warrant liability

Deferred rent

1 unchanged sentence

CASH FLOWS FROM INVESTING ACTIVITIES:

Issuance of note receivable

Cash paid for property and equipment

Cash consideration for acquisition

Net cash received in business combination

Net Cash Used In Investing Activities

4 unchanged sentences

Proceeds from issuance of demand loan

Repayment of demand Loan

Proceeds from issuance of convertible note

3 unchanged sentences

Repayment of note payable - related party

Proceeds from issuance of common stock

Proceeds from issuance of line of credit - related party

Proceeds from issuance of common stock and warrants

Repayment of line of credit

2 unchanged sentences

Cash paid for stock issuance costs

Purchase of treasury stock

Purchase of treasury stock and warrants

Net Cash Provided By Financing Activities

Effect of exchange rate changes on cash

Net Change in Cash

5 unchanged sentences

Settlement of vendor liabilities

Debt discount on convertible note

Debt discount on related party note payable

Debt discount on note payable

Deferred offering costs

Beneficial conversion feature on convertible notes

2 unchanged sentences

Issuance of common stock for prepaid services

Derivative liability ceases to exist

Operating Lease liability

Conversion of note payable and interest into convertible notes

Deferred offering costs

Warrants with amendment to notes payable

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

1 unchanged sentence

Common stock and warrants issued upon conversion of notes payable

Promissory Note issued for acquisition

Shares issued for acquisition

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

Conversion of accounts payable and interest into convertible notes

Conversion of interest into note payable - related party

Leasehold improvements reclassified to right-of-use asset

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

Note 1 –

Media Holdings, Inc.

31, 2019 and 2018

to the Consolidated Financial Statements

Organization and Operations

Jerrick Media Holdings, Inc.

Media Holdings, Inc.

(“we,”

2 unchanged sentences

or “Jerrick Media”

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.

or “Jerrick”)

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.

Through Jerrick’s proprietary algorithm

dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that

most closely match their interests.

Company was originally incorporated under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc.

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 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

Date”), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH (“Merger Sub”),

and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), entered into

an Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into Jerrick,

with Jerrick surviving as a wholly-owned subsidiary of GTPH (the “Merger”).

GTPH acquired, through a reverse triangular

merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick

Shareholders”), pro-rata, a total of 28,500,000 shares of GTPH’s common stock.

GTPH assumed 33,415 shares of Jerrick’s

Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”) and 8,064 shares of Series B Convertible Preferred

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

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.

February 5, 2016 (the “Closing Date”), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary

of GTPH (“Merger Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey

(“Jerrick”), entered into an Agreement and Plan of Merger (the “Merger”) pursuant to which the Merger

Sub was merged with and into Jerrick, with Jerrick surviving as a wholly-owned subsidiary of GTPH (the “Merger”).

GTPH acquired, pursuant to the Merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s

shareholders (the “Jerrick Shareholders”), pro-rata, a total of 1,425,000 shares of GTPH’s common stock.

connection therewith, GTPH acquired 33,415 shares of Jerrick’s Series A Convertible Preferred Stock (the “Jerrick

Series A Preferred”) and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick Series B Preferred”).

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.

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 39,091 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.

Upon closing of the Merger on February

5, 2016, the Company changed its business plan to that of Jerrick Media.

Effective February 28, 2016, GTPH entered

into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick, pursuant to which GTPH became

the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the “Statutory Merger”)

and GTPH changed its name to Jerrick Media Holdings, Inc.

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.

closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick Media.

February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick,

pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the

“Statutory Merger”) and GTPH changed its name to Jerrick Media Holdings, Inc.

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

capable of hosting all forms of rich media content.

Through Jerrick’s proprietary algorithm dynamics, Vocal enhances the

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

Management of the Company is responsible

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

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

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

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

The Company’s significant and critical

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

Basis of Presentation - Interim Financial Information

The Company’s consolidated financial

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

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

Use of Estimates and Assumptions

and Critical Accounting Estimates and Assumptions

The preparation of financial statements

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

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

of revenues and expenses during the reporting periods.

Critical accounting estimates are estimates

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

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

operating performance is material.

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

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.

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.

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;

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.

Valuation allowance for deferred tax assets :

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.

September 11, 2019, the Company acquired 100% of the membership interests of Seller’s Choice, LLC, a New Jersey limited

liability company (“Seller’s Choice”).

Seller’s Choice is digital e-commerce agency based in New Jersey

(see Note 4).

Significant and Critical Accounting Policies and Practices

of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting

policies and their application.

Critical accounting policies and practices are those that are both most important to the portrayal

of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments,

often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

The Company’s

significant and critical accounting policies and practices are disclosed below as required by the accounting principles generally

accepted in the United States of America.

of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

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

statements and the reported amounts of revenues and expenses during the reporting periods.

accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and

judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact

of the estimate on financial condition or operating performance is material.

The Company’s critical accounting estimates

and assumptions affecting the financial statements were:

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.

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;

(iv) increased

competitive pressures;

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

(vi) regulatory changes.

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

and more frequently upon the occurrence of such events.

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.

Estimates and assumptions used in valuation of equity instruments :

Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common

shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk-free rate(s) to value share

options and similar instruments.

These significant accounting estimates

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

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

Management bases its estimates on historical

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

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

that are not readily apparent from other sources.

Management regularly evaluates the key

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

historical experience and reasonable assumptions.

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

Actual results could differ from those

Principles of consolidation

The Company consolidates all majority-owned

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

As of December 31, 2018, the Company’s

consolidated subsidiaries and/or entities are as follows:

Name of combined affiliate

State or other jurisdiction

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.

Operating lease Estimates and assumptions:

These assets and liabilities are recognized based on the present value of future payments over the lease term at the commencement date.

We estimate the incremental borrowing rate for each lease based on an evaluation of our credit ratings and the prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and maturity dates commensurate with the terms of the lease.

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

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

bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the

financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about

the carrying values of assets and liabilities that are not readily apparent from other sources.

regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes

in facts and circumstances, historical experience and reasonable assumptions.

After such evaluations, if deemed appropriate, those

estimates are adjusted accordingly.

results could differ from those estimates.

of consolidation

Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists.

of December 31, 2019, the Company’s consolidated subsidiaries and/or entities are as follows:

of combined affiliate

or other jurisdiction of

incorporation or organization

Company interest

Jerrick Ventures LLC

The State of Delaware

Jerrick Australia Pty Ltd

All inter-company balances and transactions

have been eliminated.

Jerrick Australia Pty Ltd does not have

any operations.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10

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

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

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

GAAP and expands disclosures about

fair value measurements.

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

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

into three (3) broad levels.

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

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

The three (3) levels of fair value hierarchy

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

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

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

least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest

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

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

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

The carrying amount of the Company’s

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

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

Company Ownership

Seller’s

Investment Advisors LLC

Collection LLC

For Brands, LLC

inter-company balances and transactions have been eliminated.

Value of Financial Instruments

Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial

instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to

measure the fair value of its financial instruments.

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

GAAP and expands disclosures about fair value measurements.

To increase consistency and comparability in fair value measurements

and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques

used to measure fair value into three (3) broad levels.

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

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

The three (3) levels of

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

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

inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable

as of the reporting date.

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

assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or

similar techniques and at least one significant model assumption or input is unobservable.

fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities

and the lowest priority to unobservable inputs.

If the inputs used to measure the financial assets and liabilities fall within

more than one level described above, the categorization is based on the lowest level input that is significant to the fair value

measurement of the instrument.

The carrying amount of the Company’s financial assets

and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities.

Transactions involving related parties

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

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

be substantiated.

Cash Equivalents

The Company considers all highly liquid

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

The Company minimizes its credit risk

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

The balance at times

may exceed federally insured limits.

Property and Equipment

Property and equipment are recorded at

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

substantiated.

Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial

The balance at times may exceed federally insured limits.

and Equipment

and equipment are recorded at cost.

Expenditures for major additions and betterments are capitalized.

Maintenance and repairs are charged to operations as incurred.

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

the estimated useful lives of the respective assets as follows:

Maintenance and repairs

are charged to operations as incurred.

Depreciation is computed by the straight-line method (after taking into account their respective

estimated residual values) over the estimated useful lives of the respective assets as follows:

Estimated Useful

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Furniture and fixture

Leasehold improvements

Upon sale or retirement of property and

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

consolidated statements of operations.

Investments - Cost Method, Equity

Method and Joint Venture

In accordance with sub-topic 323-10 of

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

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

stock or in-substance common stock.

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 during the year ended December 31, 2017.

Commitments and Contingencies

The Company follows subtopic 450-20 of

the FASB Accounting Standards Codification to report accounting for contingencies.

Certain conditions may exist as of the date

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

one or more future events occur or fail to occur.

The Company assesses such contingent liabilities, and such assessment inherently

involves an exercise of judgment.

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

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

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

If the assessment of a contingency indicates

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

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

If the assessment indicates that a potential

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

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

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.

Assets Including Goodwill and Other Acquired Intangibles Assets

evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever

events or circumstances indicate that the carrying amount of such assets may not be recoverable.

The evaluation is performed at

the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets

are expected to generate from the use and eventual disposition.

If such review indicates that the carrying amount of property

and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.

recorded any significant impairment charges during the years presented.

review goodwill for impairment at least annually or more frequently if events or changes in circumstances would more likely than

not reduce the fair value of our single reporting unit below its carrying value.

As of December 31, 2019, no impairment of goodwill

has been identified.

finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets.

review the remaining estimated useful lives of property and equipment and finite-lived intangible assets.

If we change the estimated

useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated

and Contingencies

Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.

conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company,

but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses such contingent liabilities,

and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings

that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived

merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected

to be sought therein.

the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability

can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.

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.

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

be disclosed.

Derivative Liability

The Company evaluates its debt and equity

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

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

The result of

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

as either an asset or a liability.

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

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

Upon conversion, exercise or cancellation of a derivative

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

value is reclassified to equity.

In circumstances where the embedded conversion

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

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

compound derivative instrument.

The classification of derivative instruments,

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

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

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

Derivative instrument liabilities will be classified

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

within 12 months of the balance sheet date.

The Company adopted Section 815-40-15

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

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

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

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

the instrument’s contingent exercise and settlement provisions.

The Company changed its method of accounting for the debt

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

The Company utilizes an option pricing

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

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

statements of operations.

Revenue Recognition

On January 1, 2018,

we adopted Accounting Standards Update No.

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

revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using

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

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:

Foreign Currency

Foreign currency denominated assets and liabilities are translated

dollars using the exchange rates in effect at our Consolidated Balance Sheet dates.

Results of operations and cash flows

are translated using the average exchange rates throughout the periods.

The effect of exchange rate fluctuations on the translation

of assets and liabilities is included as a component of shareholders’

equity in accumulated other comprehensive income.

and losses from foreign currency transactions, which are included in SG&A, have not been significant in any period presented.

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

Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts

have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

of adopting the new revenue standard was not material to our consolidated financial statements and there was no adjustment to

beginning retained earnings on January 1, 2018.

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.

determine revenue recognition through the following steps:

identification

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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,

disaggregated by revenue source for the years ended December 31, 2019 and 2018 consists of the following:

Branded content

Managed Services

Creator Subscriptions

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.

content represents the revenue recognized from the Company’s obligation to create and publish branded articles for clients

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.

are the significant components of a typical agreement pertaining to branded content revenue:

Company collects fixed fees ranging from $5,000 to $45,000

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

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

client pays 50% at signing and 50% upon completion

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

sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted

on the Vocal platform.

Affiliate 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, Amazon, and Tune, to form and maintain thousands of vendor relationships.

establishes their own commission percentage, which typically range from 2-20%.

The revenue is recognized upon receipt as reliable

estimates could not be made.

is a premium subscription offering for Vocal creators.

In addition to joining for free, Vocal creators now have the option

to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually.

Vocal+ subscribers receive access to value-added

features such as increased rate of CPM cost per mille (thousand) (“CPM”) monetization, a decreased minimum withdrawal

threshold, a discount on platform processing fees, member badges for their profiles, and early access to new Vocal features.

revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period.

payments received are recognized over the subscription period, with any payments received in advance being deferred until they

The Company provides Studio/Agency Service offerings to business-to-business

(B2B) and business-to-consumer (B2C) product and service brands which encompasses a full range of digital marketing and e-commerce

The Company’s services include the setup and ongoing management of clients’

websites, Amazon and

Shopify storefronts and listings, social media pages, search engine marketing, and other various tools and sales channels utilized

by e-commerce sellers for sales and growth optimization.

Contracts are broken into three categories Partners, Monthly Services,

and Projects.

Contract amounts Partner and Monthly Services clients range from approximately $500-$7,500 per month while

project amounts vary depending on the scope of work.

Partner and Monthly clients are billed monthly for the work completed within

Partner Clients may or may not have an additional billing component referred to as Sales Performance Fee, which is

a fee based upon a previously agreed upon percentage point of the client’s total sales for the month.

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.

Deferred revenue consists of billings and payments from clients

in advance of revenue recognition.

As of December 31, 2019 and 2018, the Company had deferred revenue of $50,691 and $9,005,

respectively.

Accounts Receivable and Allowances

Accounts receivable are recorded and carried

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

We make estimates for the allowance

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

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

factors that may affect our ability to collect from customers.

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

31, 2018 and 2017.

Stock-Based Compensation

The Company recognizes compensation expense

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

Compensation”.

Under fair value recognition provisions, the Company recognizes equity–based compensation

net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite

service period of the award.

Restricted stock awards are granted at

the discretion of the Company.

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

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

The fair value of a stock award is

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

The fair value of an option award is estimated

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

The Black–Scholes option valuation model requires

the development of assumptions that are inputs into the model.

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

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

and the expected forfeiture rate.

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

expected option life and other appropriate factors.

Risk–free interest rates are calculated based on continuously compounded

risk–free rates for the appropriate term.

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

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

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

Determining the appropriate fair value

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

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

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

As a result, if factors change

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

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

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

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

The Company accounts for share–based

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

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

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

If the fair value of the equity

instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either

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

at which the counterparty’s performance is complete.

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

period over the requisite service period.

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.

During the year ended December 31, 2019 the Company recorded $33,503 as reserve

doubtful accounts.

As of December 31, 2019 and 2018 the Company has an allowance for doubtful accounts of $33,503 and $0 respectively.

Company recognizes compensation expense for all equity–based payments granted in accordance with ASC 718 “Compensation

Stock Compensation”.

Under fair value recognition provisions, the Company recognizes equity–based

compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over

the requisite service period of the award.

stock awards are granted at the discretion of the Company.

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

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

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

fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model.

The Black–Scholes

option valuation model requires the development of assumptions that are inputs into the model.

These assumptions are the value

of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the

dividend yield on the underlying stock and the expected forfeiture rate.

Expected volatility is benchmarked against similar companies

in a similar industry over the expected option life and other appropriate factors.

Risk–free interest rates are calculated

based on continuously compounded risk–free rates for the appropriate term.

The dividend yield is assumed to be zero as the

Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock

in the foreseeable future.

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

the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the

subjective assumptions described above.

The assumptions used in calculating the fair value of equity–based payment awards

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

As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially

different in the future.

In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only

for those shares expected to vest.

If the Company’s actual forfeiture rate is materially different from its estimate, the

equity–based compensation could be significantly different from what the Company has recorded in the current period.

Income taxes are provided in accordance

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

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

In management’s

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

If actual taxable income by tax jurisdiction varies

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

Loss Per Share

Basic net loss per common share is computed

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

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

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

In periods when losses are reported, which is the case

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

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

The Company had the following common stock

equivalents at December 31, 2018 and 2017:

Series A Preferred stock

Series B Preferred stock

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.

During the year

ended December 31, 2019, we recognized a $292,383 benefit for research and development tax credits in other income on the Statements

of Comprehensive Income (Loss).

The tax credits were claimed on our previous Australian tax returns and were based upon a research

and development costs paid to an Australian company.

Unrecognized tax benefits associated with these tax credits total

net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number

of common shares outstanding during the period.

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 years ended December 31, 2019 and 2018 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.

Company had the following common stock equivalents at December 31, 2019 and 2018:

Convertible notes - related party

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Reclassifications

Certain prior year amounts in the consolidated

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

prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform

to the current year presentation.

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

deficit, net loss

or net cash used in operating activities.

Recently Adopted Accounting Guidance

In April 2016, the FASB issued ASU No.

2016-09, “Compensation –

Stock Compensation”

The FASB issued this update to improve the accounting

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

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

(a) income tax consequences;

classification of awards as either equity or liabilities;

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

The updated guidance

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

adoption of the update is permitted.

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

of operations or cash flows.

In April 2016, the FASB issued ASU No.

2016-10, “Revenue from Contracts with Customers:

Identifying Performance Obligations and Licensing”

March 2016, the FASB issued ASU No.

2016-08, “Revenue from Contracts with Customers:

Principal versus Agent Considerations

(Reporting Revenue Gross versus Net)”

These amendments provide additional clarification and implementation

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

The amendments in ASU 2016-10

provide clarifying guidance on materiality of performance obligations;

evaluating distinct performance obligations;

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.

In May 2016, the FASB issued ASU No.

“Revenue from Contracts with Customers (Topic 606):

Narrow-Scope Improvements and Practical Expedients”, which narrowly

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

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

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

position or results of operations or cash flows.

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

“Statement of Cash Flows (Topic 230):

Classification of Certain Cash Receipts and Cash Payments”

(“ASU 2016-15”).

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

of cash flows.

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

The new standard will require adoption

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

as of the earliest date practicable.

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

of operations or cash flows.

In November 2016, the FASB issued ASU

2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the

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

This guidance

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

The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for

all periods presented.

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

or cash flows.

In 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, 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.

deficit, net loss or net cash used in operating activities.

Adopted Accounting Guidance

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 became effective for us on January 1,

2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after,

the beginning of the earliest comparative period presented in the financial statements.

In July 2018, the FASB issued ASU 2018-11,

“Leases (Topic 842) - Targeted Improvements,”

which, among other things, provides an additional transition

method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial

statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

In December 2018, the FASB also issued ASU 2018-20, “Leases (Topic 842) - Narrow-Scope Improvements for Lessors,”

which, 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.

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.

1 unchanged sentence

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

until the asset has been sold to an outside party.

The updated guidance is effective for annual periods beginning after December

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

Early adoption of the update is permitted.

The Company is currently

evaluating the impact of the new standard.

Management does not believe that any recently

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

financial statements.

Note 3 –

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.

Accounting Guidance Not Yet Adopted

October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740):

Intra-Entity Transfers of Assets Other than Inventory”,

which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers

of assets other than inventory until the asset has been sold to an outside party.

The updated guidance is effective for annual

periods beginning after December 15, 2019, including interim periods within those fiscal years.

Early adoption of the update is

The Company is currently evaluating the impact of the new standard.

In January 2017, the Financial Accounting Standards Board (“FASB”)

issued Accounting Standards Update (“ASU”) No.

2017-04, Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test

for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the

current goodwill impairment test) to measure a goodwill impairment charge.

Instead, entities will record an impairment charge based

on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on the current Step

We do not believe the new guidance, which is effective for fiscal years beginning after December 15, 2019, will have a material

impact on our consolidated financial statemen

In January 2017, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2017-04, Intangibles-Goodwill

and Other (Topic 350):

Simplifying the Test for Goodwill Impairment , which eliminates the requirement to calculate the implied

fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge.

entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e.,

measure the charge based on the current Step 1).

We do not believe the new guidance, which is effective for fiscal years beginning

after December 15, 2019, will have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU

2018-13, Fair Value Measurement - Disclosure Framework (Topic 820) .

The updated guidance improves the disclosure

requirements for fair value measurements.

We do not believe the updated guidance, which is effective for fiscal years and

interim periods within those fiscal years beginning after December 15, 2019, will have a material impact on our consolidated financial

In August 2018, the FASB issued ASU

2018-15, Intangibles-Goodwill and Other - Internal Use Software (Subtopic 350-40):

Customer’s Accounting for Implementation

Costs Incurred in a Cloud Computing Arrangement That is a Service Contrac t.

This guidance requires companies to apply the internal-use

software guidance in Accounting Standards Codification (“ASC”) 350-40 to implementation costs incurred in a hosting

arrangement that is a service contract to determine whether to capitalize certain implementation costs or expense them as incurred.

We do not believe the new guidance, which is effective for fiscal years beginning after December 15, 2019, will have a material

impact on our consolidated financial statements.

does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material

effect on the accompanying consolidated financial statements.

Going Concern

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.

As reflected in the consolidated financial

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

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.

As reflected in the consolidated financial statements, the Company

had an accumulated deficit at December 31, 2019, a net loss of $8.0 million and net cash used in operating activities of $5.9 million

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

its business plan and generate sufficient revenues;

however, its cash position may not be sufficient to support its daily operations.

While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues

and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can

be no assurance to that effect.

The ability of the Company to continue as a going concern is dependent upon its ability to further

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

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

Note 4 –

The company is also in default on debentures as of the date of this filing.

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.

Company is attempting to further implement its business plan and generate sufficient revenues;

however, its cash position may

not be sufficient to support its daily operations.

While the Company believes in the viability of its strategy to further implement

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

offering of its debt or equity securities, there can be no assurance that it will be able to do so on reasonable terms, or at

The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business

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

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.

Acquisition of Seller’s Choice

September 11, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Seller’s Choice Purchase

Agreement”) by and between the Company and Home Revolution, LLC, a Delaware limited liability company (the “Seller”).

Pursuant to the Seller’s Choice Purchase Agreement, subject to the terms and conditions set forth therein, at the closing

of the transactions contemplated by the Seller’s Choice Purchase Agreement (the “Seller’s Choice Closing”),

the Company acquired 100% of the membership interests of Seller’s Choice.

As a result of the transactions contemplated by

the Seller’s Choice Purchase Agreement, Seller’s Choice became a wholly owned subsidiary of the Company (collectively,

the “Seller’s Choice Acquisition”).

At the Seller’s Choice Closing, the aggregate consideration

(the “Consideration”) paid to the Seller was as follows:

(i) $340,000, in cash;

(ii) 333,334 shares of the Company’s

common stock;

and (iii) a secured promissory note in the principal amount of $660,000 (the “Seller’s Choice Note”).

In connection with the Seller’s Choice Note, the Company, Seller, and Seller’s Choice entered into a Security Agreement

whereby the Seller’s Choice Note is secured by the assets of Seller’s Choice.

the closing of the transaction, Seller’s Choice’s financial statements as of the Closing were consolidated with the

Consolidated Financial Statements of the Company.

These amounts are provisional and may be adjusted during the measurement period.

the closing of the merger transaction the Company’s investment in Seller’s Choice consisted of the following:

Consideration paid prior to Closing:

Total consideration paid

Consideration paid at Closing:

Common stock issued at closing (1)

Note payable due March 11, 2020

Total consideration to be paid

Total consideration

common stock issued at the closing of the Seller’s Choice Acquisition had a closing price of $3.50 per share on the

date of the transaction.

following presents the unaudited pro-forma combined results of operations of the Company with Seller’s Choice as if the

entities were combined on January 1, 2018.

Revenues, net

Net loss attributable to common shareholders

$ (14,250,859 )

Net loss per share

Weighted average number of shares outstanding

Revenues, net

Net loss attributable to common shareholders

Net loss per share

Weighted average number of shares outstanding

unaudited pro-forma results of operations are presented for information purposes only.

The unaudited pro-forma results of operations

are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2018

or to project potential operating results as of any future date or for any future periods.

Company consolidated Seller’s Choice as of the closing date of the Seller’s Choice Acquisition, and the results of

operations of the Company include that of Seller’s Choice.

Property and Equipment

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

Computer Equipment

Furniture and Fixtures

Leasehold Improvements

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

Accumulated Depreciation

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

Note 5 –

Line of Credit

Line of credit as of December 31, 2018

and 2017 is as follows:

Outstanding Balances as of

Revolving Note

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.

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.

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.

Note 6 –

During the year ended December 31,

2019 the Company reclassified leasehold improvements to right of use asset in accordance with the adoption of ASU 2016-02.

Depreciation expense

was $19,053 and $42,218 for the year ended December 31, 2019 and 2018, respectively.

Notes Payable

Notes payable as of December 31, 2018

and 2017 is as follows:

payable as of December 31, 2019 and 2018 is as follows:

Outstanding Principal as of

Warrants granted

Interest Rate

Maturity Date

The February 2017 Offering

September 1, 2017

The June 2017 Loan Agreement

September 1, 2017

The First November 2017 Loan Agreement

January 12, 2018

The Second November 2017 Loan Agreement

January 13, 2018

The Third November 2017 Loan Agreement

January 13, 2018

July 2018 Loan Agreement

Seller’s Choice Note

September 2020

Debt Discount

Debt Issuance Costs

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

into shares of the Company’s common stock at the time of Company’s next round of financing (the “Subsequent

Offering”) at a price equal to eighty-five percent (85%) of the price per share offered in the Subsequent Offering (the

“Conversion Price”).

The February 2017 Offering Warrants have a five-year term.

Investors received the February

2017 Offering Warrants in the following amounts:

(i) Investors purchasing $150,000 or more of the Offering received a February

2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount invested in the Offering;

(ii) investors

purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received a February 2017 Offering Warrant equal

to one hundred percent (100%) of the dollar amount invested in the Offering;

and (iii) investors purchasing less than $100,000

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

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”).

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.

February 2017 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”).

February 2017 Offering Notes are convertible into shares of the Company’s common stock at the time of Company’s next

round of financing (the “Subsequent Offering”) at a price equal to eighty-five percent (85%) of the price per share

offered in the Subsequent Offering (the “Conversion Price”).

The February 2017 Offering Warrants have a five-year

Investors received the February 2017 Offering Warrants in the following amounts:

(i) Investors purchasing $150,000

or more of the Offering received a February 2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount

invested in the Offering;

(ii) investors purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received

a February 2017 Offering Warrant equal to one hundred percent (100%) of the dollar amount invested in the Offering;

investors purchasing less than $100,000 of the Offering received to a February 2017 Offering Warrant equal to seventy percent

(70%) of the dollar amount invested in the Offering.

The February 2017 Offering Warrants entitle the holder to purchase shares

of the Company’s common stock at $4.00 per share (the “Exercise Price”) .

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.

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 $4.00 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.

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 25,000 shares of the Company’s common stock at a

purchase price of $4.00 per share.

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

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

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

2017 Lender issued the Company a promissory note of $100,000 (the “July 2017 Note”).

Pursuant to the July 2017 Loan

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

As additional consideration for entering in the July 2017

Loan Agreement, the Company issued the July 2017 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.

The maturity date of the July 2017 Note was April 21, 2017 (the “July 2017

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

2017 Note were due.

On September 28, 2017, the July 2017 Note and accrued but unpaid interest was converted into the Company’s

August 2017 Convertible Note Offering.

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

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 72,243 shares

of common stock.

Upon conversion of the notes, the Company also issued 36,122 warrants with a grant date fair value of $104,124

which is recorded in Other income (expense) on the accompanying consolidated Statements of Comprehensive Loss.

June 2017 Loan Agreement

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 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;

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

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

to purchase 1,750 shares of the Company’s common stock with an exercise price of $4.00 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.

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 Statements of Comprehensive Loss.

First November 2017 Loan Agreement

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 $4.00 per share, at the option of the Lender, at the Maturity Date;

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

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

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

Lender”), the Second November 2017 Lender issued the Company a promissory note of $50,000 (the “Second November 2017

Note”).

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

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

$2,500) 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;

$10,000) shall be paid in the form of the Company’s restricted common stock at a rate of $4.00

per share (equivalent to 2,500 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.

Second November 2017 Loan Agreement

November 29, 2017, the Company entered into a loan agreement (the “Second November 2017 Loan Agreement”) with an individual

(the “Second November 2017 Lender”), the Second November 2017 Lender issued the Company a promissory note of $50,000

(the “Second November 2017 Note”).

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

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

$2,500) shall be payable in cash or convertible into shares

of the Company’s restricted common stock at a rate of $4.00 per share, at the option of the Lender, at the Maturity Date;

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

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 ).

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;

$5,000) shall be paid in the form of the Company’s restricted common stock at a rate of $4.00

per share (equivalent to 1,250 shares 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.

Third November 2017 Loan Agreement

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 $4.00 per share, at the option of the Lender, at the Maturity Date;

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

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”

$10,000) shall be paid in the form of the Company’s restricted common stock at a rate of $4.00

per share (equivalent to 2,500 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.

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

5,000 shares of the Company’s common stock with an exercise price of $4.00 per share.

The 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.

May 2018 Offering

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”

“May 2018 Investors”) for aggregate gross proceeds of $608,500.

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

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

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 $4.00 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 dates.

Company recorded a $215,032 debt discount relating to 91,275 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 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.

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

accretion of debt discount and issuance cost.

During August 2018, the Company converted all outstanding principal unpaid interest

into the August 2018 equity raise.

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.

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 below).

2018 Loan Agreements

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 15,000 shares of the Company’s

common stock at a purchase price of $4.00 per share.

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.

November 8, 2018 the Company executed upon agreements that extended the maturity dates of these loans to March 7, 2019.

of the extension agreements, the Company issued 10,203 warrants to purchase common stock of the Company at an exercise price of

the year ended December 31, 2019 the Company has repaid $50,000 of principal and $1,700 of unpaid interest.

2018 Loan Agreements

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 1,667 shares of the Company’s

common stock at a purchase price of $4.00 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 –

Seller’s

On September 11, 2019, the Company entered into Seller’s

Choice Purchase Agreement with Home Revolution LLC, (see Note 4).

As a part of the consideration provided pursuant to the Seller’s

Choice Acquisition, the Company issued the Seller’s Choice Note to the Seller in the principal amount of $660,000.

The Seller’s

Choice Note bears interest at a rate of 9.5% per annum, and is payable on March 11, 2020 (the “Seller’s Choice Maturity

Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts become due.

Upon maturity the

Company utilized an automatic extension up to 6 months.

This resulted in a 5% increase in the interest rate every month the Seller’s

Choice Note is outstanding.

the year ended December 31, 2019 the Company repaid $0 in principal and $16,198 in interest on the Seller’s Choice Note.

Convertible Note Payable

Convertible notes payable as of December

31, 2018 and 2017 is as follows:

notes payable as of December 31, 2019 and 2018 is as follows:

Outstanding Principal as of

Warrants granted

Maturity Date

The November 2016 Convertible Note Offering

November 1, 2017

The June 2017 Convertible Note Offering

Not Applicable

September 1, 2017

The August 2017 Convertible Note Offering

August –

November 2019

The First December 2017 Note

December 21, 2019

The February 2018 Convertible Note Offering

1 unchanged sentence

February 2020

The January 2018

January 12, 2020

The February 2018 Note

February 8, 2020

The March 2018 Convertible Note Offering

March –

The February 2019 Convertible Note Offering

February –

The November 2019 Convertible Note Offering

Debt Discount

1 unchanged sentence

Total Long-Term Debt

(*) 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 (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.

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.

The July 2017 Convertible Offering

During the month of July 2017, the Company

entered into Securities Purchase Agreements and conducted closings of a private placement offering (the “July 2017 Convertible

Note Offering”) of the Company’s securities for aggregate gross proceeds of $445,000.

In aggregate, the Company entered

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

common stock, par value $0.001 per share.

The Warrants were immediately exercisable upon issuance at an exercise price of $0.20

per share, subject to adjustment, and expire five years from the date of issuance.

The accredited investors also received a total

of 245,000 shares of the Company’s common stock as inducement for participating in the July 2017 Convertible Note Offering

(the “Consideration Shares”).

During September 8, 2017 through September

13, 2017, the Company redeemed the 8.5% Convertible Redeemable Debentures by paying the three accredited investors an aggregate

$606,812 representing 117.5% of the principal along with interest.

Pursuant to such redemption, the Debentures are no longer in

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.

Due to the fact that these convertible

notes have an option to convert at a variable amount, they are subject to derivative liability treatment.

The Company has applied

ASC 815, due to the potential for settlement in a variable quantity of shares.

The conversion feature has been measured at fair

value using a Black Scholes model at the issuance date and the period end.

The conversion feature of The July 2017 Convertible

Offering issued during the year ended December 31, 2017, gave rise to a derivative liability of $332,942 which was recorded as

a debt discount.

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 August 2017 Convertible Note

From August through November of 2017,

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

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

investors”

subject to adjustment as further outlined in the notes

November 2016 Convertible Note Offering

During the months of November and December 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 20,000 shares of Company common stock at a purchase price of $6.00 per share.

These investors converted

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

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).

June 2017 Convertible Note Offering

the month of June 2017 the Company issued convertible notes to third party lenders totaling $71,500.

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

In addition, the Company issued warrants to purchase 3,378 shares of Company common stock.

These warrants entitle the

holders to purchase the Company’s common stock at a purchase price of $4.00 per share for a period of five years from the

As of December 31, 2017, the Company was currently in default on $71,500 in principal due on these notes.

8, 2018, the Company paid these notes and is no longer in default.

August 2017 Convertible Note Offering

August through November of 2017, the Company conducted multiple closings of a private placement offering to accredited investors

(the “August 2017 Convertible Note Offering”) of units of the Company’s securities by entering into subscription

agreements with “accredited investors”

(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.

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 339,571 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 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

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 $4.00 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 $4.00 per share (“August 2017 Offering Warrant

Exercise Price”).

The August 2017 Offering Notes mature on the second (2nd) anniversary of their issuance dates.

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

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 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

Company recorded a $472,675 debt discount relating to 396,250 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 cost.

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.

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).

the year ended December 31, 2018 the Company has repaid $114,000 of principal and $18,410 of unpaid interest.

First December 2017 Note

December 27, 2017, the Company issued a convertible note to a third-party lender totaling $100,000 (the “First December

2017 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 First 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 25,000 shares of Company common stock.

entitles the holder to purchase the Company’s common stock at a purchase price of $4.00 per share for a period of five years

from the issue date.

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 $4.00 per share, subject to adjustment.

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

the year ended December 31, 2018, the Company converted $100,000 of principal and $10,292 of unpaid interest into the August 2018

Equity Raise (as defined below).

February 2018 Convertible Note Offering

the three months ended March 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

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 72,669 warrants with a fair

value of $181,139.

These were recorded as a loss on extinguishment of debt.

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 $4.00 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 $4.00 per share (“February 2018 Warrant

Exercise Price”).

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

2018 Offering Notes are secured by a second priority security interest in the Company’s assets up to $1,000,000.

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.

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.

The 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.

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 cost.

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.

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 in Note 7 below).

the year ended December 31, 2019 the company repaid $19,758 in interest.

March 2018 Convertible Note Offering

the three months ended March 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.

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 47,842 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.

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

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”

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 $4.00 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

$4.00 per share (“Exercise Price”).

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

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.

Company recorded a $254,788 debt discount relating to 240,342 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 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 below).

February 2019 Convertible Note Offering

the nine months ended September 30, 2019, the Company conducted an offering to accredited investors (the “February 2019

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

investors”

(the “February 2019 Investors”) for aggregate gross proceeds of $1,993,025.

February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a “February 2019 Note”

and together, the “February 2019 Notes”), convertible into shares of the Company’s common stock, par value $.001

per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $5.00 per share or (ii) the

price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings

by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in

exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing

onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the

Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”),

and (b) a four-year stock purchase warrant (each a “Warrant and together the “Warrants”) to purchase a quantity

of shares of the Company’s common stock up to thirty-three percent (33%) of the number of shares of common stock into which

the underlying Notes may be converted, at an exercise price of $6.00 per share (“Exercise Price”).

During the nine

months ended September 30, 2019 a total of 133,190 Warrants were issued in conjunction with The February 2019 Convertible Note

February 2019 Notes mature on the first (1 st ) anniversary of their issuance dates.

In the event that the Offering’s

Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates, the principal and interest

evidenced by the Note shall be mandatorily converted upon the earlier of (i) the listing of the Common Stock onto a national securities

exchange, or (ii) upon a Qualified Offering.

Conversion Price of the February 2019 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.

Company recorded a $222,632 debt discount relating to 133,190 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.

As of the date of this filing, certain notes in this offering with

maturity dates prior to March 20, 2020 have not been repaid, but the Company is in negotiations with the holders about an extension

The July 2019 Tal Loan Agreement

On July 26, 2019, the Company entered into a loan agreement

(the “July 2019 Tal Loan Agreement”) with Robert Tal, whereby the Company issued Tal a promissory note in the principal

amount of $12,000 (the “July 2019 Tal Note”).

Pursuant to the July 2019 Tal Loan Agreement, the July 2019 Tal Note

bears interest at a rate of $600 per month.

As additional consideration for entering in the July 2019 Tal Loan Agreement, the Company

issued Tal a five-year warrant to purchase 180 shares of the Company’s common stock at a purchase price of $6.00 per share.

During the year ended December 31, 2019 the Company repaid $12,000

in principal and $600 in interest and the loan is no longer outstanding.

The August 2019 Tal Loan Agreement

On August 6, 2019, the Company entered into a loan agreement

(the “August 2019 Tal Loan Agreement”), whereby the Company issued Tal a promissory note in the principal amount of

$12,000 (the “August 2019 Tal Note”).

Pursuant to the August 2019 Tal Loan Agreement, the August 2019 Tal Note bears

interest at a rate of $600 per month.

As additional consideration for entering in the August 2019 Tal Loan Agreement, the Company

issued Tal a five-year warrant to purchase 180 shares of the Company’s common stock at a purchase price of $6.00 per share.

During the year ended December 31, 2019 the Company repaid $12,000

in principal and $600 in interest and the loan is no longer outstanding.

The First September 2019 Tal Loan Agreement

On September 4, 2019, the Company entered into a loan agreement

(the “First September 2019 Tal Loan Agreement”), whereby the Company issued Tal a promissory note in the principal

amount of $15,000 (the “First September 2019 Tal Note”).

Pursuant to the First September 2019 Tal Loan Agreement, the

First September 2019 Tal Note bears interest at a rate of $750 per month.

As additional consideration for entering in the First

September 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 225 shares of the Company’s common

stock at a purchase price of $6.00 per share.

During the year ended December 31, 2019 the Company repaid $15,000

in principal and $750 in interest and the loan is no longer outstanding.

The Second September 2019 Tal Loan Agreement

On September 26, 2019, the Company entered into a loan agreement

(the “Second September 2019 Tal Loan Agreement”), whereby the Company issued Tal a promissory note in the principal

amount of $12,500 (the “Second September 2019 Tal Note”).

Pursuant to the Second September 2019 Tal Loan Agreement,

the Second September 2019 Tal Note bears interest at a rate of $625 per month.

As additional consideration for entering in the

First September 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 188 shares of the Company’s

common stock at a purchase price of $6.00 per share.

During the year ended December 31, 2019 the Company repaid $12,500

in principal and $1,250 in interest and the loan is no longer outstanding.

November 2019 Convertible Note Offering

During the year ended December 31, 2019, the Company conducted

an offering to accredited investors (the “November 2019 Convertible Note Offering”) of units of the Company’s

securities by entering into subscription agreements with “accredited investors”

(the “November 2019 Investors”)

for aggregate gross proceeds of $479,500.

In addition, the Company converted $318,678 in Accounts Payable into this offering.

The November 2019 Convertible Note Offering consisted of (a)

a 10% Convertible Promissory Note (each a “November 2019 Note”

and together, the “November 2019 Notes”),

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

conversion price equal to $4.50 per share.

The November 2019 Notes mature six months after the anniversary

of their issuance dates.

At any time on or after the Maturity Date, at the election of the Offering’s Purchaser, this

Note may convert into Common Stock equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest

of this Note on the date of such conversion by $4.50.

The Company recorded a $84,377 debt discount relating to an

original issue discount equal to $79,933 and a beneficial conversion feature of $4,444.

The debt discount is being accreted over

the life of the note to accretion of debt discount and issuance cost.

Note 8 –

Related Party Loans

Convertible notes

Convertible notes payable –

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

Principal as of

2017 Convertible Note Offering

August –

The Second December 2017

The February 2018 Convertible

Note Offering

January –

February 2020

The Second February 2018

September 30,

March 2018 Convertible Note Offering

Related Party

Note receivable

October 2019 Cacher Loan Agreement

On October 28, 2019, the Company entered into a loan agreement

with Cacher Studios LLC (the “October 2019 Cacher Loan Agreement”) whereby Cacher Studios issued the Company a promissory

note in the principal amount of $11,450 (the “October 2019 Cacher Note”).

The October 2019 Cacher Note has a maturity

date of October 28, 2020.

Repayment is due from Cacher Studios LLC’s revenues, with 100% of net revenues due to the Company

until $2,500 in principal has been repaid, and 50% of net revenues due to the Company thereafter.

Cacher Studios LLC is owned and

operated by Alexandra Frommer, daughter of Jeremy Frommer, the Company’s CEO.

notes payable –

related party as of December 31, 2019 and 2018 is as follows:

Outstanding Principal as of

Warrants granted

Maturity Date

The March 2018 Convertible Note Offering

The February 2019 Convertible Note Offering

Debt Discount

Debt Issuance Costs

Long-Term Debt

The August 2017 Convertible Note

During the year ended December 31, 2017,

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

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

Total Long-Term Debt

August 2017 Convertible Note Offering

the year ended December 31, 2017, the Company conducted multiple closings of a private placement offering to accredited investors

(the “The August 2017 Convertible Offering”) of units of the Company’s securities by entering into subscription

agreements with “accredited investors”

(the “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.

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.

These conversions resulted in the issuance of 227,756 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, 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.

Company offered, through a placement agent, $6,000,000 of units of its securities (each, an “August 2017 Unit”

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

Note (each a “August 2017 Note”

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 $4.00 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 $4.00 per share (“Exercise Price”).

The August 2017 Notes mature on the second

(2nd) anniversary of their issuance dates.

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.

Company recorded a $160,700 debt discount relating to 126,250 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 cost.

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 below).

Second December 2017 Note

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.

In addition, the Company issued a warrant to purchase 25,000 shares of Company common stock.

entitles the holder to purchase the Company’s common stock at a purchase price of $4.00 per share for a period of five years

from the issue date.

The Company 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 $4.00 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”

February 2018 Convertible Note Offering

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

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 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.

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 $4.00 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 $4.00 per share (“Exercise

Price”).

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

The February 2018 Notes

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

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.

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

relating to 125,000 warrants issued to Investors based on the relative fair value of each equity instrument on the dates of issuance.

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

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.

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.

recorded a $7,963 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity

instrument on the dates of issuance and an original issue discount of $5,298.

The debt discount is being accreted over the life

of the note The 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”

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.

The 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.

Company recorded a $11,054 debt discount relating to 6,250 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.

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 625 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.

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).

Second February 2018 Note

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.

In addition, the Company issued a warrant to purchase 4,075 shares of Company common stock.

entitles the holder to purchase the Company’s common stock at a purchase price of $4.00 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 The Second February 2018 Note and accrued interest is convertible at a conversion

price of $4.00 per share, subject to adjustment.

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

of the Company.

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).

March 2018 Convertible Note Offering

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”).

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”

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 $4.00 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

$4.00 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

Notes payable –

related party as

of December 31, 2018 and 2017 is as follows:

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.

Company recorded a $84,854 debt discount relating to 59,850 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 cost.

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).

February 2019 Convertible Note Offering

the Nine months ended September 30, 2019, the Company conducted an offering to accredited investors (the “February 2019

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

investors”

(the “February 2019 Investors”) for aggregate gross proceeds of $20,000.