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Item 8. Financial Statements and Supplementary Data

2021-03-31 compared with 2020-03-30 · 2481 added, 1925 removed, 375 unchanged (92% of the section changed)

Financial Statements.

Media Holdings, Inc.

Statements as of December 31, 2019 and 2018

to the Consolidated Financial Statements

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

December 31, 2020 and 2019

Notes to the Consolidated Financial Statements

Report Of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2020 and 2019

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

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Changes in Stockholders’

Equity for the Years Ended December 31, 2019 and 2018

Equity (Deficit) for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Jerrick Media Holdings, Inc.

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.

ROSENBERG RICH BAKER BERMAN & COMPANY

265 Davidson Avenue, Suite 210 ● Somerset, NJ

08873-4120 ● PHONE 908-231-1000 ● FAX 908-231-6894

111 Dunnell Road, Suite 100 ● Maplewood, NJ 07040

● PHONE 973-763-6363 ● FAX 973-763-4430

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and

Stockholders of Creatd, Inc.

and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Creatd, Inc.

and Subsidiaries (the Company) as of December 31, 2020 and 2019, and the related statements of comprehensive loss, stockholders'

equity (deficit), and cash flows for the years then ended, 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, 2020 and 2019, and the results of its operations and its cash flows for the years 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 audits.

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 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 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 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.

Accordingly, we express no such opinion.

Our 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 Sheets

Emphasis of Matter

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

a significant accumulated deficit, and has incurred significant net losses and negative operating cash flows.

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 the financial statements.

Management's evaluation of the events and conditions and management's plans regarding those matters also are described in Note 3.

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

Our opinion is not modified

with respect to that matter.

AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

● CENTER FOR AUDIT QUALITY ● PRIVATE COMPANIES PRACTICE SECTION ● PRIME GLOBAL ● REGISTERED WITH THE PUBLIC COMPANY

ACCOUNTING OVERSIGHT BOARD

ROSENBERG RICH BAKER BERMAN & COMPANY

To the Board of Directors and

Stockholders of Creatd, Inc.

and Subsidiaries

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to

the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

As described in Note 2 to the consolidated financial

statements, the Company recognizes revenue in accordance with FASB Accounting Standards Codification 606, Revenue from Contracts with

Customers ("ASC 606").

ASC 606 requires the Company to apply the following steps:

(1) identify the contract with the customers;

(2) identify performance obligations in the contract;

(3) determine the transaction price;

(4) allocate the transaction price to the performance

obligations in the contract;

and (5) recognize revenue when, or as, the Company satisfies the performance obligations.

For subscription revenue recognized by the Company,

the transaction price is reduced for consideration payable to customers.

Because such consideration is paid to both customers and "freemium"

subscribers, it requires significant estimates as to the allocation and timing of these reductions in the transaction price.

These estimates

required auditor judgment and consideration of some subjective factors in evaluating the estimates.

How the Critical Matter Was Addressed in the Audit

The primary audit procedures we performed to address this critical

audit matter included:

● Gained detailed understanding of processes related to subscription

revenue, including evaluation of controls within the Company and the results of an audit of internal controls at the external payment

processing organization.

● Verified the validity of customer payment data by testing the

completeness and accuracy of the population of customer payments and by subscriber type.

● Critically evaluated management's estimated allocations based

on supportable information.

Fair Value of Private Company Investments

As described in Note 2 to the consolidated financial

statements, the Company has made certain investments in private companies during 2020.

For investments in equity securities that do not

to have a readily determinable market value, the Company made the election to measure these securities at amortized cost in accordance

with ASC 321-10-35 par.2.

The Company performed a qualitative assessment to determine whether these investments could be impaired due

to any decline in fair value below cost.

For investments in available-for-sale debt securities, the Company measures these instruments

at fair value and assesses whether a credit loss exists for any of these securities based on the guidance at ASC 320-10, Investments -

Debt and Equity Securities.

ROSENBERG RICH BAKER BERMAN & COMPANY

To the Board of Directors and

Stockholders of Creatd, Inc.

and Subsidiaries

The determination of fair value for these securities

requires significant judgment and subjective evaluation of qualitative factors.

In addition, the Company utilized a third-party valuation

firm to assist in this determination, and the valuation process involves significant assumptions and estimates.

How the Critical Matter Was Addressed in the Audit

The primary audit procedures we performed to address

this critical audit matter included:

Equity securities:

● Reviewed and assessed management's evaluation of qualitative

factors and relevant events and circumstances to determine whether the fair value of these securities was less than the amortized cost.

● Corroborated that analysis with examination of third-party valuation

reports and critically evaluated management assumptions or forecasts.

Available-for-sale debt securities:

● Challenged assumptions about recoverability, including expected

cash flows under the instruments.

● Analyzed the results of a report by a third-party valuation

firm for information that would support or contradict the expected cash flows by security.

● Critically evaluated other qualitative factors considered by

management and external information available in developing the existence and extent of a credit loss.

Rich Baker Berman , P.A.

We have served as the Company's auditor since 2018.

Somerset, New Jersey

March 30, 2021

Consolidated Balance Sheets

Current Assets

Prepaid expenses

Accounts receivable

Accounts receivable, net

Note receivable –

related party

Current portion of operating lease right of use asset

Marketable securities

Total Current Assets

1 unchanged sentence

Intangible assets

Deferred offering costs

Security deposit

Deposits and other assets

Equity investments, at cost

Operating lease right of use asset

1 unchanged sentence

Current Liabilities

Cash overdraft

Accounts payable and accrued liabilities

Derivative liabilities

Convertible Notes - related party, net of debt discount

6 unchanged sentences

Warrant liability

Deferred rent

Total Current Liabilities

1 unchanged sentence

Operating lease payable

Deferred rent

Convertible Notes - related party, net of debt discount

Convertible Notes, net of debt discount and issuance costs

Total Non-current Liabilities

2 unchanged sentences

Stockholders’

Equity (Deficit)

Series E Preferred stock, $0.001 par value, 7,738 and 0 shares issued and outstanding, respectively

Common stock par value $0.001:

2 unchanged sentences

Additional paid in capital

Subscription receivable

Accumulated deficit

4 unchanged sentences

Total Liabilities and Stockholders’

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

Media Holdings, Inc.

Consolidated Statements of Comprehensive Income (Loss)

For the Year Ended

Equity (Deficit)

The accompanying notes are an integral

part of these consolidated financial statements.

Consolidated Statements of Comprehensive

Operating expenses

Consulting fees

Research and development

2 unchanged sentences

Loss from operations

Other expenses

(16,283,335 )

Other income (expenses)

Interest expense

Accretion of debt discount and issuance cost

Change in derivative liability

Impairment of note receivable

Impairment of debt security

Settlement of vendor liabilities

Loss on marketable securities

Loss on extinguishment of debt

Gain (loss) on settlement of debt

Other expenses, net

3 unchanged sentences

$ (24,212,783 )

Deemed dividend

Inducement expense

$ (8,035,372 )

Deemed dividends

Net loss attributable to common shareholders

(27,348,485 )

Other comprehensive income

Currency translation loss

Comprehensive loss

(24,212,783 )

Currency translation gain (loss)

Comprehensive loss

$ (24,244,022 )

$ (8,041,367 )

Per-share data

1 unchanged sentence

Weighted average number of common shares outstanding

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

Media Holdings, Inc.

Statement of Changes in Stockholders’

the Years Ended December 31, 2019 and 2018

Series A Preferred Stock

Series B Preferred Stock

Treasury stock

Additional Paid In

Other Comprehensive

The accompanying notes are an integral part of these consolidated

financial statements.

Consolidated Statement of Changes in

Stockholders’

Balance, December 31, 2017

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 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

Inducement expense

Net loss for the year ended December 31, 2018

Equity (Deficit)

For the year Ended December 31, 2020 and 2019

E Preferred Stock

Comprehensive

Stockholders’

Balance, December 31, 2018

$ (36,545,065 )

$ (2,490,604 )

Stock based compensation

Cash received for common stock and warrants

Cash received for common stock

Tender offering

Stock issuance cost

Stock warrants issued with note payable

Purchase of treasury stock and warrants

Stock warrants issued with note

Purchase of treasury stock and

Shares issued for acquisition

Inducement expense

BCF issued with note payable

Shares issued to settle vendor payable

Shares issued to settle vendor

Foreign currency translation adjustments

Net loss for the year ended December 31, 2019

for the year ended December 31, 2019

Balance, December 31, 2019

accompanying notes to the consolidated financial statements

Media Holdings, Inc.

(44,580,437 )

Shares issued with notes payable

Stock based compensation

Shares issued to settle vendor

Conversion of warrants to stock

Conversion of options to stock

Stock warrants issued with note

Cancellation of Treasury stock

Purchase of treasury stock

Recognition of intrinsic value

of beneficial conversion features –

convertible notes

Cash received for common stock

Cash received for preferred series

E and warrants

Common stock and warrants issued

upon conversion of notes payable

Common stock and warrants issued

upon extinguishment of notes payable

Foreign currency translation adjustments

for the year ended December 31, 2020

(24,212,783 )

Balance, December 31, 2020

$ (71,928,922 )

The accompanying

notes are an integral part of these consolidated financial statements.

Consolidated Statements of Cash Flows

For the Year Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Depreciation and amortization

Impairment of note receivable

Accretion of debt discount and issuance cost

1 unchanged sentence

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

Change in fair value of derivative liabilities

Loss on settlement of vendor liabilities

Loss on marketable securities

Loss on extinguishment of debt

Non-cash lease expense

Changes in operating assets and liabilities:

Operating Lease liability

Prepaid expenses

Accounts receivable

Security deposit

Deposits and other assets

Deferred revenue

2 unchanged sentences

Warrant liability

Deferred rent

Operating lease liability

Net Cash Used In Operating Activities

2 unchanged sentences

Cash paid for property and equipment

Cash paid for marketable securities

Sale of marketable securities

Cash paid for equity investments in businesses

Cash consideration for acquisition

13 unchanged sentences

Proceeds from issuance of common stock and warrants

Repayment of line of credit

Cash paid to preferred holder

Net cash received for preferred series E and warrants

Cash paid for debt issuance costs

5 unchanged sentences

Cash - Beginning of Year

Cash - End of Year

Cash - End of period

SUPPLEMENTARY CASH FLOW INFORMATION:

2 unchanged sentences

Settlement of vendor liabilities

Conversion of marketable debt securities into equity securities

Deferred offering costs

Beneficial conversion feature on convertible notes

Accrued dividends

Warrants issued with debt

Shares issued with debt

Issuance of common stock for prepaid services

Cancellation of Treasury stock

Operating Lease liability

Conversion of note payable and interest into convertible notes

Warrants with amendment to notes payable

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

Conversion of Demand loan into notes payable

Common stock and warrants issued upon conversion of notes payable

1 unchanged sentence

Shares issued for acquisition

Conversion of note payable and interest into convertible notes

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

2 unchanged sentences

Leasehold improvements reclassified to right-of-use asset

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

Media Holdings, Inc.

31, 2019 and 2018

to the Consolidated Financial Statements

The accompanying notes are an integral

part of these consolidated financial statements.

December 31, 2020 and 2019

Notes to the Consolidated Financial

Note 1 –

Organization and Operations

Media Holdings, Inc.

Creatd, Inc., formerly Jerrick Media Holdings,

(“we,”

1 unchanged sentence

the “Company,”

or “Jerrick Media”

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.

or “Creatd”), is a technology company focused

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

Creatd’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 Creatd’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.

The Company was originally incorporated

under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc.

The Company changed its name on December 3,

2013 to Great Plains Holdings, Inc.

as part of its plan to diversify its business.

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.

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 “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 475,000 shares of GTPH’s common stock.

In 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”).

In connection with the Merger, on the Closing

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

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

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

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.

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.

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.

to better reflect its new business strategy.

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.

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

On 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).

On September 9, 2020, the Company filed

a certificate of amendment with the Secretary of State of the State of Nevada to change our name to “Creatd, Inc.”,

which became effective on September 10, 2020.

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 the accounting principles generally accepted in the United

States of America.

Use of Estimates and Critical Accounting Estimates and Assumptions

The 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.

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 accordingly.

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, 2020, the Company’s

consolidated subsidiaries and/or entities are as follows:

Name of combined affiliate

State or other jurisdiction of

incorporation or organization

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

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

may not exist.

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

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

substantiated.

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.

Ownership Interest

Jerrick Ventures LLC

Abacus Tech Pty Ltd

Seller’s Choice, LLC

Jerrick Global, LLC

Jerrick Investment Advisors LLC

Jerrick Partners LLC

Maven Tech LLC

OG Collection LLC

Vocal For Brands, LLC

Vocal Ventures LLC

What to Buy, LLC

All inter-company balances and transactions

have been eliminated.

Fair Value of Financial Instruments

fair value measurement disclosures are grouped into three levels based on valuation factors:

Level 1 –

quoted prices in active markets for identical investments

Level 2 –

other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)

Level 3 –

significant unobservable inputs (including our own assumptions in determining the fair value of investments)

The Company’s Level 1 assets/liabilities

include cash, accounts receivable, marketable trading securities, accounts payable, prepaid and other current assets, line of credit and due to related parties.

Management believes the estimated fair value of these accounts at December 31, 2020 approximate their carrying value as reflected

in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

The Company’s Level 2 assets/liabilities

include certain of the Company’s notes payable and capital lease obligations.

Their carrying value approximates their fair

values based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar

debt currently available to the Company in the marketplace.

The Company’s Level 3 assets/liabilities include goodwill,

intangible assets, marketable debt securities, equity investments at cost,

and derivative liabilities, when they are recorded at fair value due to an impairment charge.

Inputs to determine fair value are generally

unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset

or liability.

The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash

Unobservable inputs used in the models are significant to the fair values of the assets and liabilities.

The following table provides a summary of the

relevant assets and liabilities that are measured at fair value on recurring basis:

Fair Value Measurements as of

December 31, 2020

Liabilities in

Marketable securities - debt securities

Marketable securities - equity securities

Derivative liabilities

Total Liabilities

The following table shows the valuation methodology

and unobservable inputs for Level 3 assets and liabilities measured at fair value on recurring basis as of December 31, 2020:

Valuation Methodology

Unobservable Inputs

Marketable securities - debt securities

Discounted cash flow analysis

Expected cash flows from the investment

Qualitative assessment per ASC 350-20-35

Discounted cash flow models

Derivative liabilities

Monte Carlo simulations

Risk free rate

Expected volatility

The following table provides a summary of the

relevant assets that are measured at fair value on non-recurring basis:

Fair Value Measurements as of

December 31, 2020

Liabilities in

Equity investments, at cost

Intangible assets

The following table shows the valuation methodology

and unobservable inputs for Level 3 assets measured at fair value on non-recurring basis as of December 31, 2020:

Valuation Methodology

Unobservable Inputs

Equity investments, at cost

Qualitative assessment per ASC 321-10-35

Qualitative factors

Intangible assets

Lesser of cost or fair value

Discounted cash flow models

Qualitative factors such as the value of customer attrition

estimates, trade names and trademarks

The Company valued the initial value of

debt securities, which are investments in convertible notes receivable, by assessing the separate values of the debt and equity

components for similar instruments convertible into private company equity (Level 3).

The investment was initially measured at

cost, which was determined to approximate fair value due to the lack of marketability of the conversion shares underlying these

convertible instruments and the expected recoverability of the note principal.

The key assumption affecting the level 3 fair values

would be collectability of the notes.

The Company monitors for impairment indicators at each balance sheet date.

Marketable debt securities as of December

31, 2020 are as follows:

Marketable securities - debt securities

The change in net unrealized holding gain

(loss) on debt securities available for sale that has been included in Accumulated Other Comprehensive Income as a separate component

of Stockholder’s Equity for the year ended December 31, 2020 and 2019 was $0 and $0, respectively.

The Company recognizes impairment on loans

or notes receivable (that do not meet the definition of a debt security) when it is probable that it will be unable to collect

all amounts due according to the contractual terms, and the amount of loss can be estimated.

The loss is estimated based on the

present value of expected cash flows.

The Company recognized a $50,000 credit loss on debt marketable securities.

Our marketable equity securities are publicly

traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level 1 within

the fair value hierarchy.

Marketable equity securities as of December 31, 2020 are $0.

The change in net realized depreciation on equity trading securities

that has been included in other expenses for the year ended December 31, 2020 and 2019 was $(7,453) and $0, respectively.

Cash Equivalents

The Company considers all highly liquid

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

At times, cash balances may exceed the Federal Deposit Insurance Corporation

(“FDIC”) insurable limits.

The Company has never experienced any losses related to these balances.

As of December 31, 2020,

and 2019, cash amounts in excess of $250,000 were not fully insured.

The uninsured cash balance as of December 31, 2020 was approximately

$7.7 million.

The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.

Property and Equipment

Property and equipment are recorded at

Expenditures for major additions and betterments are capitalized.

Maintenance and repairs

are charged to operations as incurred.

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

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

Estimated Useful

Maintenance and repairs are charged to operations as incurred.

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

the estimated useful lives of the respective assets as follows:

Computer equipment and software

Furniture and fixture

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.

Furniture and fixtures

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.

Long-lived Assets Including Goodwill

and Other Acquired Intangibles Assets

We 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.

We have not recorded any significant impairment charges

during the year ended December 31, 2020.

Acquired finite-lived intangible assets

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

We routinely 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 useful life.

During the year ended December 31, 2020

the Company completed its annual impairment test of goodwill.

The Company performed the qualitative assessment as permitted by

ASC 350-20 and determined that the fair value of the reporting unit was more likely than not equal or greater than the carrying

value, including Goodwill.

Based on completion of this annual impairment test, no impairment was indicated.

Marketable securities that are bought and held

principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with

unrealized gains and losses recognized in earnings.

Debt securities not classified as held-to-maturity or as trading are classified as

available-for-sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination

of comprehensive income and reported in stockholders’

The Company accounts for its investments in available-for-sale

debt securities, in accordance with sub-topic 320-10 of the FASB ASC (“Sub-Topic 320-10”).

Accrued interest on these securities

is included in fair value and amortized cost.

Pursuant to Paragraph 320-10-35, investments in

debt securities that are classified as available for sale shall be measured subsequently at fair value in the statement of financial position.

Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded

from earnings and reported in other comprehensive income until realized.

The Company follows FASB ASC 320-10-35 to assess

whether an investment in debt securities is impaired in each reporting period.

An investment in debt securities is impaired if the fair

value of the investment is less than its amortized cost.

If the Company intends to sell the debt security (that is, it has decided to

sell the security), an other-than-temporary impairment shall be considered to have occurred.

If the Company more likely than not will

be required to sell the security before recovery of its amortized cost basis or it otherwise does not expect to recover the entire amortized

cost basis of the security, an other-than-temporary impairment shall be considered to have occurred.

The Company considers the expected

cash flows from the investment based on reasonable and supportable forecasts as well as several other factors to estimate whether a credit

If the Company intends to sell the security or more likely than not will be required to sell the security before recovery

of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment shall be recognized in earnings equal

to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date.

The following table sets forth a summary of the changes in marketable

securities - available-for-sale debt securities that are measured at fair value on a recurring basis:

Beginning of period

Purchase of marketable securities

Interest due at maturity

Other than temporary impairment

Conversion of marketable securities

December 31, 2020

The following table sets forth a summary of the changes in marketable

securities –

trading equity securities that are measured at fair value on a recurring basis:

Beginning of period

Purchase of marketable securities

Loss on trading securities

Sale of marketable securities

December 31, 2020

We invest in debt and equity securities.

Our investments in debt securities

are subject to interest rate risk.

To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities

of two years or less and maintain a weighted average maturity of one year or less.

As of December 31, 2020, all

of our investments had maturities between one and three years.

The marketable security investments are evaluated for impairment

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

On October 2, 2020, the

Company converted $102,096 of a marketable debt security into 1.3% equity investment.

The Company recognized an allowance for a credit

loss on debt marketable securities.

The following table sets forth a summary of the changes in equity investments,

at cost that are measured at fair value on a non-recurring basis:

Beginning of period

Purchase of equity investments

Conversion of marketable securities

December 31, 2020

The Company has elected

to measure its equity securities without a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting

from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

An election to measure

an equity security in accordance with this paragraph shall be made for each investment separately.

The Company performed a qualitative assessment

considering impairment indicators to evaluate whether these investments were impaired.

Impairment indicators that the Company considered

included the following:

a) a significant deterioration in the earnings performance, credit rating, asset quality or business prospects

of the investee;

b) a significant adverse change in the regulatory, economic or technology environment of the investee;

c) a significant

adverse change in the general market condition of either the geographical area or the industry in which the investee operates;

fide offer to purchase or an offer by the investee to sell the investment;

e) factors that raise significant concerns about the investee’s

ability to continue as a going concern.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB ASC 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.

Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss

contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings,

the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the

amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable

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

accrued in the Company’s consolidated financial statements.

If the assessment indicates that a potential material loss contingency

is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability,

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

Loss contingencies considered remote are

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

Foreign Currency

Foreign currency denominated assets and liabilities are translated

Foreign currency denominated assets and

liabilities are translated into U.S.

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

of the contract, or contracts, with a customer;

identification

of the performance obligations in the contract;

determination

of the transaction price;

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

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

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

Branded content

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 stockholders’

equity in accumulated

other comprehensive income.

Gains and losses from foreign currency transactions, which are included in SG&A, have not been

significant in any period presented.

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 three months ended December 31, 2017 on a retrospective

The Company utilizes an Geometric Brownian Motion (“GBM”)

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 inputs utilized in the application of the GBM model included a starting stock price, an expected term of each debenture

remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate.

The Company records the change in

the fair value of the derivative as other income or expense in the consolidated statements of operations.

Revenue Recognition

Under Topic 606, revenue is recognized

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

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

We determine revenue recognition through

the following steps:

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

identification of the performance obligations in the contract;

determination of the transaction price.

The transaction price for any given subscriber could decrease based on any payments made to that subscriber.

A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge winners;

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

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

Revenue disaggregated by revenue source

for the year ended December 31, 2020 and 2019 consists of the following:

Managed Services

Branded content

Creator Subscriptions

1 unchanged sentence

Other revenue

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

Managed Services

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

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

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.

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

for Partner and Monthly Services clients range from approximately $500-$7,500 per month while Project amounts vary depending on the scope

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

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.

Some Partners may also have projects within their contracts that get billed and recognized

as agreed upon project milestones are achieved.

Revenue is recognized over time as service obligations and milestones in the contract

Branded Content

Branded 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 and any required milestones are met.

Below are the significant components of

a typical agreement pertaining to branded content revenue:

The Company collects fixed fees ranging from $10,000 to $110,000.

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.

for contracts occurs 50% at signing and 50% upon completion of the services, with net payment terms varying per client.

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

Creator Subscriptions

Vocal+ 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, though these amounts are occasionally subject to promotional discounts.

Vocal+ subscribers

receive access to value-added features such as increased rate of cost per mille (thousand) (“CPM”) monetization, a

decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive

Vocal+ Challenges, and early access to new Vocal features.

Subscription revenues stem from both monthly and annual subscriptions,

the latter of which is amortized over a twelve-month period.

Any customer payments received are recognized over the subscription

period, with any payments received in advance being deferred until they are earned.

The transaction price for any given subscriber could decrease based on any payments made to that subscriber.

A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including

earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge winners.

Estimates are utilized for payments

made for earnings through reads, by establishing the lifetime a subscriber has had a Vocal account, determining the percentage

of that lifetime that the subscriber has been a paying customer, and applying that percentage to payments for earnings through

reads in the relevant reporting period.

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.

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.

Each vendor establishes their own commission percentage, which

typically range from 2-20%.

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

Deferred Revenue

Deferred revenue consists of billings and payments from clients

in advance of revenue recognition.

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

respectively.

Deferred revenue consists of billings and

payments from clients in advance of revenue recognition.

As of December 31, 2020 and 2019, the Company had deferred revenue

of $88,637 and $50,691, 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.

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

has performed the work in accordance with managed services, project, partner, consulting and branded content agreements.

we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services

listed in the agreement.

For projects and branded content, we will bill the client and record the receivable once milestones are

reached that are set in the agreement.

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, 2020 the Company recorded $53,692 as a bad debt expense.

As of December 31, 2020 and 2019, the

Company has an allowance for doubtful accounts of $80,509 and $33,503, respectively.

Stock-Based Compensation

The Company recognizes compensation expense

for all equity–based payments granted in accordance with Accounting Standards Codification (“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.

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.

The 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.

Company issues awards of equity instruments, such as stock options and restricted stock units, to employees and certain non-employee

Compensation expense related to these awards is based on the fair value of the underlying stock on the award date and

is amortized over the service period, defined as the vesting period, using the straight-line method.

The vesting period is generally

A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s

common stock at the date of grant is used for restricted stock units.

Compensation expense is reduced for actual forfeitures as

Income taxes are provided in accordance

18 unchanged sentences

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:

ended December 31, 2020 and 2019, we recognized a $507,242 and $292,383 respectively, 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.

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 period.

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, 2020 and 2019 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, 2020 and 2019:

Convertible notes - related party

Convertible notes

Reclassifications

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.

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.

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

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

January 1, 2019, the Company adopted ASU 2016-02 and has recorded a right-of-use asset and lease liability on the balance sheet

for its operating leases.

We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess

(i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing

leases and (iii) initial direct costs for any existing leases.

We also do not expect to apply the recognition requirements of

ASU 2016-02 to any short-term leases (as defined by related accounting guidance).

We expect to account for lease and non-lease

components separately because such amounts are readily determinable under our lease contracts and because we expect this election

will result in a lower impact on our balance sheet.

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

Recently Adopted Accounting Guidance

The Company invests in equity and debt

The Company’s investments in debt securities are classified at the date of purchase as available-for-sale securities.

Debt securities are reported at fair value with unrealized gains and losses, net of the related tax effect, reflected as an accumulated

other comprehensive income component of stockholder’s equity until such gains or losses are realized.

In accordance with

Accounting Standards Update (“ASU”) 2016-01, Equity securities are now reported at fair value with unrealized gains

and losses, net of the related tax effect, reflected as a gain or loss on the statement of operations.

In November 2019, the FASB issued ASU No.

“Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):

The mandatory

effective dates for Credit Losses in this Update (ASU 2019-10) are as follows:

Public business entities that meet the definition of

an SEC filer, excluding entities eligible to be SRCs as defined by the SEC, for fiscal years beginning after December 15, 2019, including

interim periods within those 2.

All other entities for fiscal years beginning after December 15, 2022, including interim periods within

those fiscal years.

The adoption of ASU 2019-10 had a material impact on the Company’s Consolidated Financial Statements because

it deferred the adoption of ASU 2016-13.

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 adoption of ASU 2016-16 did not have a material

impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill

and Other (Topic 350):

3 unchanged sentences

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

The updated guidance, which became effective for fiscal years beginning after

December 15, 2019, did not have a material impact on the Company’s 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.

The adoption of ASU 2018-13 did not have a material impact on the

Company’s consolidated financial statements.

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 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.

The adoption of ASU 2018-15 did not have a material impact on the Company’s

consolidated financial statements.

Recent Accounting

Guidance Not Yet Adopted

In December 2019, the FASB issued authoritative

guidance intended to simplify the accounting for income taxes (ASU 2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting

for Income Taxes”).

This guidance eliminates certain exceptions to the general approach to the income tax accounting model

and adds new guidance to reduce the complexity in accounting for income taxes.

This guidance is effective for annual periods after

December 15, 2020, including interim periods within those annual periods.

The Company is currently evaluating the potential impact

of this guidance on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06,

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.

Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s

Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

This ASU amends

the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and

also improves and amends the related EPS guidance for both Subtopics.

The ASU will be effective for annual reporting periods after

December 15, 2021 and interim periods within those annual periods and early adoption is permitted.

The Company is currently evaluating

the impact of the new guidance on its consolidated financial statements.

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 –

Going Concern

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.

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:

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, as of

December 31, 2020, the Company had an accumulated deficit of $71.8 million, a net loss of $24.2 million and net cash used in operating

activities of $7.3 million for the reporting period then ended.

The Company is in default on debentures as of the date of this

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.

On January 30, 2020, the World Health Organization

declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern”

10, 2020, declared it to be a pandemic.

Actions taken around the world to help mitigate the spread of the coronavirus include restrictions

on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses.

coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and

financial markets of many countries, including the geographical area in which the Company operates.

While it is unknown how long

these conditions will last and what the complete financial impact will be to the Company, capital raising efforts and our operations

may be negatively affected.

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 that it will be able to do so on reasonable terms, or at all.

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.

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 –

Acquisition of Seller’s

On 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:

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.

Following 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.

Following the closing of the merger transaction

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

Consideration paid:

Common stock issued at closing (1)

Note payable due March 11, 2020

Total consideration to be paid

Total consideration 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.

The common stock issued at the closing of the Seller’s Choice Acquisition had a closing price of $10.50 per share on the date of the transaction.

The 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, 2019.

Revenues, net

3 unchanged sentences

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.

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, 2019 or to project potential operating results

as of any future date or for any future periods.

The Company consolidated Seller’s

Choice as of the closing date of the Seller’s Choice Acquisition, and the results of operations of the Company since that

date include that of Seller’s Choice.

Note 5 –

Property and Equipment

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

Property and equipment stated at cost,

less accumulated depreciation and amortization, consisted of the following:

Computer Equipment

Furniture and Fixtures

Leasehold Improvements

Accumulated Depreciation

3 unchanged sentences

was $31,094 and $19,053 for the year ended December 31, 2020 and 2019, respectively.

Note 6 - Equity investments, at cost

Company has elected to measure its equity securities without a readily determinable fair value at cost minus impairment, if any,

plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment

of the same issuer.

An election to measure an equity security in accordance with this paragraph shall be made for each investment

performed a qualitative assessment considering impairment indicators to evaluate whether these investments were impaired.

indicators that the Company considered included the following:

a) a significant deterioration in the earnings performance, credit

rating, asset quality or business prospects of the investee;

b) a significant adverse change in the regulatory, economic or technology

environment of the investee;

c) a significant adverse change in the general market condition of either the geographical area or

the industry in which the investee operates;

d) a bona fide offer to purchase or an offer by the investee to sell the investment;

e) factors that raise significant concerns about the investee’s ability to continue as a going concern.

On October 2, 2020, the

Company converted $102,096 of its marketable debt security into 119,355 shares of preferred stock or a 1.3% equity investment in a private

On October 23, 2020,

the Company entered into a membership interest purchase agreement whereas the Company purchased 3.8% ownership of a private company for

Note 7 –

Notes Payable

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

Notes payable as of December 31, 2020 and

2019 is as follows:

Outstanding Principal as of

Warrants granted

Interest Rate

Maturity Date

July 2018 Loan Agreement

Seller’s Choice Note

September 2020

The First March 2020 Loan Agreement

September 2020

The Second March 2020 Loan Agreement

September 2021

The May 2020 PPP Loan Agreement

The April 2020 PPP Loan Agreement

The June 2020 Loan Agreement

The September 2020 Loan Agreement

The November 2020 Loan Agreement

Debt Discount

Debt Issuance Costs

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.

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 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.

$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.

$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.

$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

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 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.

Seller’s

Total Long-Term Debt

As of December 31, 2020, if PPP loans payable are not forgiven, remaining

scheduled principal payments due on notes payable are as follows:

Twelve months ended December 31,

Seller’s Choice Note

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

9 unchanged sentences

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.

As of December 31, 2020 the Company is in default on the Seller’s Choice note.

During the year ended December 31, 2019

the Company repaid $0 in principal and $16,198 in interest on the Seller’s Choice Note.

During the year ended December 31, 2020

the Company accrued interest of $154,485 and paid $68,970 of interest.

The First March 2020 Loan Agreement

On March 23, 2020, the Company entered

into a loan agreement (the “First March 2020 Loan Agreement”) with an individual (the “First March 2020 Lender”)

whereby the First March 2020 Lender issued the Company a promissory note of $11,000 (the “First March 2020 Note”).

Pursuant to the First March 2020 Loan Agreement, the First March 2020 Note has an effective interest rate of 25%.

date of the First March 2020 Note was September 23, 2020 (the “First March 2020 Maturity Date”), at which time all

outstanding principal, accrued and unpaid interest and other amounts due under the First March 2020 Note were due.

During the year ended December 31, 2020,

the Company repaid $11,000 in principal and $2,695 in interest.

The Second March 2020 Loan Agreement

On March 26, 2020, the Company entered

into a loan agreement (the “Second March 2020 Loan Agreement”) with an individual (the “Second March 2020 Lender”),

whereby the Second March 2020 Lender issued the Company a promissory note of $17,000 (the “Second March 2020 Note”).

Pursuant to the Second March 2020 Loan Agreement, the Second March 2020 Note has an effective interest rate of 19%.

date of the Second March 2020 Note was September 17, 2020 (the “Second March 2020 Maturity Date”), at which time all

outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2020 Note were due.

During the year ended December 31, 2020,

the Company repaid $17,000 in principal and $1,398 in interest.

The April 2020 PPP Loan Agreement

On April 30, 2020, the Company was granted a loan with a principal

amount of $282,432 (the “Loan”), pursuant to the Paycheck Protection Program (the “PPP”) under Division

A, Title I of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March

The Loan, which was in the form of a Note dated April 30, 2020 matures on April 30, 2022 and bears interest at a fixed

rate of 1.00% per annum, payable monthly commencing on October 30, 2020.

The Note may be prepaid by the Company at any time prior

to maturity without payment of any premium.

Funds from the Loan may only be used to retain workers and maintain payroll or make

mortgage payments, lease payments and utility payments.

During the year ended December 31, 2020,

the Company accrued interest of $1,896.

The Company is in the process of returning

the funds received from the Loan.

When the applications for PPP first opened

up, there was limited available funding and much confusion surrounding the application process.

The Company initially submitted

its application for the May 2020 PPP Loan in early April but received no response in the aftermath of submitting the application.

After consulting multiple advisors, the Company made the decision to apply elsewhere, due to the rampant media coverage of institutions

running out of funding and the Company’s need for the capital and belief that if 2 separate loans were approved, the remaining

application could simply be withdrawn.

Therefore, in late April, the company proceeded

with applying for the April 2020 PPP Loan.

After some conflicting communications regarding acceptance, the Company attempted to

contact the lender to clarify but got no response.

After continued attempts to follow up with both lenders, the Company received

approval for the May 2020 PPP Loan and funding for the April 2020 PPP Loan on the same day, followed the next day by the funding

of the May 2020 PPP Loan.

The Company immediately separated the funds for the April 2020 PPP Loan into a separate reserved bank

account with the intention of returning the funds.

However, after several attempts to contact the lender with no response, the

Company was faced with difficulty raising funds in the early-Covid economy and made the decision to utilize the funds for operations

and pursue an installment repayment plan when they were able to reach the lender.

As of the date of this filing, the Company has

begun making repayments on the loan, absent a formal installment agreement due to difficulties reaching the lender.

intends to complete repayment before the end of 2021.

company is only permitted one loan under the CARES Act, there is a possibility the loan bay be called by the SBA and the Company

would have to repay the loan in full at such time.

The May 2020 PPP Loan Agreement

On May 4, 2020, Jerrick Ventures, LLC (“Jerrick

Ventures”), the Company’s wholly-owned subsidiary, was granted a loan from PNC Bank, N.A.

with a principal amount of

$412,500, pursuant to the Paycheck Protection Program (the “PPP”).

The Loan, which was in the form of a Note dated

May 4, 2020 matures on May 4, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on November

The Note may be prepaid by Jerrick Ventures at any time prior to maturity without payment of any premium.

Funds from the

Loan may only be used to retain workers and maintain payroll or make mortgage payments, lease payments and utility payments.

Ventures intends to use the entire Loan amount for qualifying expenses.

Under the terms of the PPP, certain amounts of the Loan

may be forgiven if they are used for qualifying expenses as described in the CARES Act.

During the year ended December 31, 2020,

the Company accrued interest of $2,724.

The Company plans to apply for forgiveness of this loan and has begun discussions with the lender regarding

that process.

The June 2020 Loan Agreement

On June 30, 2020, the Company entered into

a loan agreement (the “June 2020 Loan Agreement”) with a banking institution (the “June 2020 Lender”),

whereby the June 2020 Lender issued the Company a promissory note of A$510,649 Australian dollar (“AUD”) or $351,692

United States Dollar (the “June 2020 Note”).

Pursuant to the June 2020 Loan Agreement, the June 2020 Note has an effective

interest rate of 15%.

The maturity date of the June 2020 Note was July 31, 2020 (the “June 2020 Maturity Date”) at

which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2020 Note were due in AUD

This loan was secured by the Australian research & development credit.

During the year ended December

31, 2020 the Company repaid A$510,649 in principal and A$14,814 in interest.

The September 2020 Loan Agreement

On September 1, 2020, the Company entered

into a loan agreement (the “September 2020 Loan Agreement”) with a lender (the “September 2020 Lender”)

whereby the September 2020 Lender issued the Company a promissory note of $25,000 (the “September 2020 Note”).

to the September 2020 Loan Agreement, the September 2020 Note has an effective interest rate of 12.5%.

The maturity date of the

September 2020 Note is March 1, 2021 (the “September 2020 Maturity Date”), at which time all outstanding principal,

accrued and unpaid interest and other amounts due under the September 2020 Note are due.

During the year ended December 31, 2020,

the Company repaid $25,000 in principal and $2,834 in interest.

The October 2020 Loan Agreement

On October 6, 2020, the Company entered

into a secured loan agreement (the “October 2020 Loan Agreement”) with a lender (the “October 2020 Lender”),

whereby the October 2020 Lender issued the Company a secured promissory note of A$74,300 AUD or $53,128 United States Dollars (the

“October 2020 Note”).

Pursuant to the October 2020 Loan Agreement, the October 2020 Note has an effective interest

The maturity date of the October 2020 Note is September 30, 2021 (the “October 2020 Maturity Date”) at

which time all outstanding principal, accrued and unpaid interest and other amounts due under the October 2020 Loan Agreement are

The loan is secured by the Australian research & development credit.

During the year ended December

31, 2020 the Company accrued A$2,451 in interest.

The November 2020 Loan Agreement

24 , 2020, the Company entered into a loan agreement (the “November 2020 Loan Agreement”) with a lender (the

“November 2020 Lender”) whereby the November 2020 Lender issued the Company a promissory note of $34,000 (the “November

2020 Note”).

Pursuant to the November 2020 Loan Agreement, the November 2020 Note has an effective interest rate of 14%.

The maturity date of the November 2020 Note is May 25, 2021 (the “November 2020 Maturity Date”), at which time all

outstanding principal, accrued and unpaid interest and other amounts due under the November 2020 Note are due.

During the year ended December 31, 2020,

the Company repaid $10,284 in principal.

Note 8 –

Convertible Note Payable

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

Outstanding Principal as of

Warrants granted

Maturity Date

Convertible notes payable as of December

31, 2020 and 2019 is as follows:

The February 2018 Convertible Note Offering

6 unchanged sentences

The November 2019 Convertible Note Offering

The First January 2020 convertible Loan Agreement

The First February 2020 convertible Loan Agreement

The Second February 2020 convertible Loan Agreement

February 2021

The Third February 2020 convertible Loan Agreement

February 2021

The April 2020 Convertible Note Offering

The June 2020 Convertible Loan Agreement

The First July 2020 convertible Loan Agreement

The Second July 2020 convertible Loan Agreement

The July 2020 Convertible Note Offering

January –

The August 2020 convertible Loan Agreement

The September 2020 convertible

Loan Agreement

September 2021

The October 2020 convertible

Loan Agreement

The First December 2020 convertible

Loan Agreement

December 2021

The Second December 2020

convertible Loan Agreement

December 2021

Debt Discount

1 unchanged sentence

Total Long-Term Debt

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 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.

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.

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 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”

As subject to adjustment as further outlined in the notes

The February 2018 Convertible Note

During 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 $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 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

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 24,223 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 $12.00 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 $12.00 per share (“February 2018 Warrant Exercise Price”).

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

The February 2018 Offering Notes are

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

The February 2018 Note Conversion Price

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

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

the prevailing Conversion Price or Exercise Price.

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

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

The conversion feature of the February

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

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.

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 Company recorded a $316,875 debt discount

relating to 60,416 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 6,041 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.

During the year ended December 31, 2019

the Company repaid $19,758 in interest.

During the year ended December 31, 2020

the Company repaid $75,000 in principal and $781 in interest, and the February 2018 Convertible Notes are no longer outstanding.

The March 2018 Convertible Note Offering

During 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 47,842 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 15,947 warrants

with a fair value of $84,087.

These were recorded as a loss on extinguishment of debt.

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

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 $12.00 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 $12.00 per share (“Exercise Price”).

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 80,114 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.

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.

During the year ended December 31, 2020, the Company converted $50,000 of principal and $17,949 of unpaid interest into the September 2020 Equity Raise.

During the year ended December 31, 2020,

the Company repaid $25,000 in principal and $9,364 in interest.

The February 2019 Convertible Note

During the year ended December 31, 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.

The 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 $15.00 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

$18.00 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 a total of 44,396 Warrants were issued

in conjunction with The February 2019 Convertible Note Offering.

The 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

The 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.

The Company recorded a $222,632 debt discount

relating to 44,396 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.

During the year ended December 31, 2020,

the Company converted $1,963,567 of principal and $416,786 of unpaid interest into the September 2020 Equity Raise.

During the year ended December 31, 2020,

the Company repaid $348,136 in principal and $0 in interest.

The November 2019 Convertible Note

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 $13.50 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 $13.50.

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.

During the year ended December 31, 2020,

the Company converted $559,433 of principal and $77,785 of unpaid interest into the September 2020 Equity Raise.

The January 2020 Convertible Note

During the three months ended March 31,

2020, the Company conducted an offering to accredited investors (the “January 2020 Convertible Note Offering”) of units

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

(the “January

2020 Investors”) for aggregate gross proceeds of $87,473.

The January 2020 Convertible Note Offering

consisted of (a) a 12% Convertible Promissory Note (each a “January 2020 Note”

and together, the “January 2020

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 $13.50 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, 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”).

The January 2020 Notes mature on the first

(6 th ) month anniversary of their issuance dates.

If an event of default occurs and is not cured within 30 days

of the Company receiving notice, the notes will be convertible at 80% multiplied by the lowest VWAP of the common stock during

the five (5) consecutive trading day period immediately preceding the date of the respective conversion, and a default interest

rate of 24% will become effective.

The Conversion Price of the January 2020

Note 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

Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as

described therein.

The Company recorded a $12,473 debt discount

relating to original issue discount associated with these notes.

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, 2020,

the Company converted $87,473 of principal and $8,275 of unpaid interest into the September 2020 Equity Raise.

The First February 2020 Convertible

Loan Agreement

On February 4, 2020, the Company entered

into a loan agreement (the “First February 2020 Loan Agreement”) with an individual (the “First February 2020

Lender”), whereby the First February 2020 Lender issued the Company a promissory note of $85,000 (the “First February

2020 Note”).

Pursuant to the First February 2020 Loan Agreement, the First February 2020 Note has interest of ten percent

The First February 2020 Note are 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 $12.00 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, 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”).

The First February 2020 Notes mature on

the first (6 th ) month 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 and the Notes have not been repaid or an

event of default occurs as defined in the Notes, the notes will be convertible at the lesser of the fixed conversion price or 65%

multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding

the date of the respective conversion and a default interest rate of 15% will be applied.

The Conversion Price of the First February

2020 Note 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

Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as

described therein.

The Company recorded a $8,000 debt discount

relating to original issue discount associated with these notes.

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, 2020,

the Company repaid $158,065 in principal and $0 in interest.

The Second February 2020 Convertible

Loan Agreement

On February 11, 2020, the Company entered

into a loan agreement (the “Second February 2020 Loan Agreement”) with an individual (the “Second February 2020

Lender”), whereby the Second February 2020 Lender issued the Company a promissory note of $200,000 (the “Second February

2020 Note”).

Pursuant to the Second February 2020 Loan Agreement, the Second February 2020 Note has interest of twelve percent

As additional consideration for entering in the Second February 2020 convertible Loan Agreement, the Company issued

a five-year warrant to purchase 6,666 shares of the Company’s common stock at a purchase price of $15.00 per share.

The Second February 2020 Note is 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 $13.50 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, 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”).

The Second February 2020 Note matures on

the first (12 th ) month anniversary of its issuance date.

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 Date and the Note is unpaid, the note will be convertible

at the lesser of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive

trading day period immediately preceding the date of the respective conversion.

The Conversion Price of the First February

2020 Note is 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

Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as

described therein.

The Company recorded a $33,340 debt discount

relating to original issue discount associated with this note.

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, 2020,

the Company converted $125,000 of principal and $0 of unpaid interest into the September 2020 Equity Raise.

The Company recorded a Loss on extinguishment

of debt of $136,115.

During the year ended December 31, 2020, the Company repaid

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.

$175,000 in principal and $0 in interest.

The Third February 2020 Convertible

Loan Agreement

On February 25, 2020, the Company entered

into a loan agreement (the “Third February 2020 Loan Agreement”) with an individual (the “Third February 2020

Lender”), whereby the Third February 2020 Lender issued the Company a promissory note of $1,500,000 (the “Third February

2020 Note”).

The Company received proceeds of $864,950 and converted notes payable of $385,000 in exchange for the note (see

Pursuant to the Third February 2020 Loan Agreement, the Second February 2020 Note has interest of twelve percent

The Third February 2020 Note is 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 $4.50 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, 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”).

The Third February 2020 Note matures on

the first (12 th ) month 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 and the note is unpaid, the notes will

be convertible at the lower of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the

twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.

The Conversion Price of the Third February

2020 Note 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

Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as

described therein.

In accordance with ASC 470-50, since the

present value of the cash flows under the new debt instrument was at least ten percent different from the present value of the

remaining cash flows under the terms of the original debt instrument, the Company accounted for the note exchange as described

above as a debt extinguishment.

The Company recorded a loss on debt extinguishment of $535,041.

This represents the fair value

of the warrants issued $445,705 and a debt premium of $89,336.

The note has an effective interest rate of 24%.

The Company recorded

a debt discount of $160,714.

This is made up of an original issue discount of $250,050 less a debt premium of $89,336.

During the year ended December 31, 2020,

the Company converted $1,500,000 of principal and $100,603 of unpaid interest into the September 2020 Equity Raise.

The April 2020 Convertible Note Offering

During April of 2020, the Company conducted

multiple closings of a private placement offering to accredited investors (the “April 2020 Convertible Note Offering”)

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

“April 2020 Investors”) for aggregate gross proceeds of $350,010.

The April 2020 Convertible Note Offering accrues

interest at a rate of twelve percent per annum (12%).

The April 2020 Convertible Note Offering mature on the six (6 th )

month anniversary of their issuance dates.

The April 2020 Note is 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 $13.50 per share after the maturity date or (ii) 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”).

The Company recorded a $50,010 debt discount

relating to original issue discount associated with these notes.

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, 2020,

the Company converted $350,010 of principal and $16,916 of unpaid interest into the September 2020 Equity Raise.

The June 2020 Convertible Loan Agreement

On June 19, 2020, the Company entered into

a loan agreement (the “June 2020Loan Agreement”) with an individual (the “June 2020 Lender”), whereby the

June 2020 Lender issued the Company a promissory note of $550,000 (the “June 2020 Note”).

Pursuant to the June 2020

Loan Agreement, the June 2020 Note has interest of twelve percent (12%).

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.

June 2020 convertible Loan Agreement, the Company issued a five-year warrant to purchase 49,603 shares of the Company’s common

stock at a purchase price of $11.55 per share.

The June 2020 Note matures on the first (12 th ) month anniversary of its

issuance date.

Upon default the June 2020 Note is convertible

into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to the closing

bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion.

The Company recorded a $67,500 debt discount

relating to original issue discount associated with this note.

The Company recorded a $274,578 debt discount relating to 49,603

warrants and 5,424 shares 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.

During the year ended December 31, 2020,

the lender converted $59,200 of principal into the Second July 2020 Convertible Loan Agreement

During the year ended December 31, 2020,

the Company repaid $490,800 in principal and $16,944 in interest.

The First July 2020 Convertible Loan

On July 01, 2020, the Company entered into

a loan agreement (the “First July 2020 Loan Agreement”) with an individual (the “First July 2020 Lender”),

whereby the First July 2020 Lender issued the Company a promissory note of $68,000 (the “First July 2020 Note”).

to the First July 2020 Loan Agreement, the First July 2020 Note has interest of twelve percent (10%).

The First July 2020

Note matures on June 29, 2021.

Upon default the First July 2020 Note is

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

to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding

the date of the respective conversion.

During the year ended December 31, 2020

the Company repaid $68,000 in principal and $3,329 in interest.

The Second July 2020 Convertible

Loan Agreement

On July 17, 2020, the Company entered into

a loan agreement (the “Second July 2020 Loan Agreement”) with an individual (the “Second July 2020 Lender”),

whereby the Second July 2020 Lender issued the Company a promissory note of $250,000 (the “Second July 2020 Note”).

Pursuant to the Second July 2020 Loan Agreement, the Second July 2020 Note has interest of twelve percent (12%).

July 2020 Note matures on July 17, 2021.

Upon default the Second July 2020 Note

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

to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective

The Company recorded a $46,750 debt discount

relating to original issue discount associated with this note.

The Company recorded a $71,329 debt discount relating to 6,667 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.

During the year ended December 31, 2020 the Company repaid $250,000

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

in principal and $0 in interest.

The July 2020 Convertible Note Offering

From July 2020 to September 2020, the Company

conducted multiple closings of a private placement offering to accredited investors (the “July 2020 Convertible Note Offering”)

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

“July 2020 Investors”) for aggregate gross proceeds of $390,000.

The July 2020 Convertible Note Offering accrues interest

at a rate of twelve percent per annum (12%).

The July 2020 Convertible Note Offering mature on the six (6 th ) month 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.

The July 2020 Note Offering is 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 $12.75 per share after the maturity date or (ii) 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”).

Upon default the July 2020 Convertible

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

equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately

preceding the date of the respective conversion.

The conversion feature of the July 2020

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

is normally characterized as a beneficial conversion feature.

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 $38,215, the discount is being accreted over the life of the Debenture to accretion of debt discount and issuance

The Company recorded a $158,078 debt discount

relating to 30,589 July 2020 Convertible Note Offering 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

During the year ended December 31, 2020,

the Company converted $390,000 of principal and $3,436 of unpaid interest into the September 2020 Equity Raise.

The August 2020 Convertible Loan

On August 17, 2020, the Company entered

into a loan agreement (the “August 2020 Loan Agreement”) with an individual (the “August 2020 Lender”),

whereby the August 2020 Lender issued the Company a promissory note of $68,000 (the “August 2020 Note”).

the August 2020 Loan Agreement, the August 2020 Note has interest of twelve percent (12%).

The August 2020 Note matures on

August 17, 2021.

Upon default the August 2020 Convertible

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

equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately

preceding the date of the respective conversion.

The Company recorded a $3,000 debt discount

relating to original issue discount associated with this note.

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, 2020

the Company repaid $68,000 in principal and $0 in interest.

The September 2020 Convertible Loan

On September 23, 2020, the Company entered

into a loan agreement (the “September 2020 Loan Agreement”) with an individual (the “September 2020 Lender”),

whereby the September 2020 Lender issued the Company a promissory note of $385,000 (the “September 2020 Note”).

to the September 2020 Loan Agreement, the September 2020 Note has interest of twelve percent (12%).

The September 2020 Note

matures on September 23, 2021.

Upon default the Second July 2020 Note

is convertible into shares of the Company’s common stock, par value $.001 per share equal to the closing bid price of the

Company’s common stock on the trading day immediately preceding the date of the respective conversion.

The Company recorded a $68,255 debt discount

relating to original issue discount associated with this note.

The Company recorded a $146,393 debt discount relating to 85,555

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 October 2020 Convertible Loan

On October 2, 2020, the Company entered

into a loan agreement (the “October 2020 Loan Agreement”) with an individual (the “October 2020 Lender”),

whereby the October 2020 Lender issued the Company a promissory note of $169,400 (the “October 2020 Note”).

to the October 2020 Loan Agreement, the October 2020 Note has interest of twelve percent (6%).

The October 2020 Note matures on

the first (12 th ) month anniversary of its issuance date.

Upon default the October 2020 Note is convertible

into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average

the lowest three trading prices of the Company’s common stock on the fifteen-trading day immediately preceding the date of

the respective conversion.

The Company recorded a $19,400 debt discount

relating to original issue discount associated with this note.

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

accretion of debt discount and issuance cost.

The First December 2020 convertible

Loan Agreement

On December 9, 2020, the Company entered

into a loan agreement (the “First December 2020 Loan Agreement”) with an individual (the “First December 2020

Lender”), whereby the First December 2020 Lender issued the Company a promissory note of $600,000 (the “First December

2020 Note”).

Pursuant to the First December 2020 Loan Agreement, the First December 2020 Note has interest of twelve percent

As additional consideration for entering in the First December 2020 convertible Loan Agreement, the Company issued

45,000 shares of the Company’s common stock.

The First December 2020 Note matures on the first (12 th ) month anniversary

of its issuance date.

Upon default the First December 2020 Note

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

to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective

The Company recorded a $110,300 debt discount

relating to original issue discount associated with this note.

The Company recorded a $113,481 debt discount relating to 45,000

shares 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 Second December 2020 Convertible

Loan Agreement

On December 30, 2020, the Company entered

into a loan agreement (the “Second December 2020 Loan Agreement”) with an individual (the “Second December 2020

Lender”), whereby the Second December 2020 Lender issued the Company a promissory note of $169,400 (the “Second December

2020 Note”).

Pursuant to the Second December 2020 Loan Agreement, the Second December 2020 Note has interest of twelve percent

The Second December 2020 Note matures on the first (12 th ) month anniversary of its issuance date.

Upon default the Second December 2020 Note

is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal

to 75% of average the lowest three trading prices of the Company’s common stock on the fifteen-trading day immediately preceding

the date of the respective conversion.

The Company recorded a $18,900 debt discount relating to original

issue discount associated with this note.

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

and issuance cost.

Note 9 –

11 unchanged sentences

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:

This investment is evaluated for impairment

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

The company recorded

an impairment of $11,450.

Convertible notes

Convertible notes payable –

party as of December 31, 2020 and 2019 is as follows:

Outstanding Principal as of

Warrants granted

Maturity Date

The March 2018 Convertible Note Offering

The February 2019 Convertible Note Offering

The July 2020 Convertible Note Offering

Debt Discount

1 unchanged sentence

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.

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.

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.

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 March 2018 Convertible Note Offering

During the year ended December 31, 2018,

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

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

investors”

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

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”

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 $12.00 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 $12.00 per share (“Exercise Price”).

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

The Conversion Price of the Note and the

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

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

Price or Exercise Price.

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

price, subject to carve-outs as described therein.

The Company recorded a $84,854 debt discount

relating to 19,950 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.

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.

During the year ended December 31, 2020 the lender forgave $400

of principal and $70 of unpaid interest.

This was recorded as a gain on settlement of debt on the Consolidated Statements of Comprehensive

Income (Loss).

The February 2019 Convertible Note

During the year ended December 31, 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.

The 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 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.

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.

March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000,