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Item 9A. Controls and Procedures

2021-03-31 compared with 2020-03-30 · 736 added, 544 removed, 115 unchanged (92% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure and Control Procedures

on an evaluation as of the end of the period covered by this Annual Report on Form 10-K, our principal executive and financial

officer has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange

Act) are not effective to ensure that information required to be disclosed by us in report that we file or submit under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to

ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated

and communicated to our management, including our chief executive officer, as appropriate to allow timely decisions regarding

required disclosure.

(a) Evaluation of Disclosure and Control Procedures

Based on an evaluation as of the end of

the period covered by this Annual Report on Form 10-K, our principal executive and financial officers have concluded that our disclosure

controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not effective to ensure that information

required to be disclosed by us in report that we file or submit under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by

us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our

chief executive officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s

Report on Internal Control over Financial Reporting

Company’s management is responsible for establishing and maintaining internal controls over financial reporting and disclosure

Internal Control Over Financial Reporting is a process designed by, or under the supervision of, the Company’s

principal executive and financial officer, or persons performing similar functions, and effected by the board of directors, management

and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

the assets of the issuer;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance

with authorizations of management and directors of the registrant;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s

assets that could have a material effect on the financial statements.

controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities

Exchange is appropriately recorded, processed, summarized and reported within the specified time periods.

has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2019, based

on the framework established in Internal Control-Integrated Framework-2013 issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”).

of period covered by this Annual Report on Form 10-K, we have concluded that our internal control over financial reporting was

not effective.

The Company’s assessment identified certain material weaknesses which are set forth below:

Controls and Segregation of Duties

of the Company’s limited resources, there are limited controls over information processing.

is an inadequate segregation of duties consistent with control objectives.

Our Company’s management is composed of a small

number of individuals resulting in a situation where limitations on segregation of duties exist.

In order to remedy this situation,

we would need to hire additional staff to provide greater segregation of duties.

Currently, it is not feasible to hire additional

staff to obtain optimal segregation of duties.

Management will reassess this matter in the following year to determine whether

improvement in segregation of duty is feasible.

as the result of identifying the above material weakness we have concluded that these control deficiencies resulted in a reasonable

possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a

timely basis by the Company’s internal controls.

believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our

Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial

actions upon receiving funding for the Company’s business operations.

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting

firm pursuant to rules of the SEC that permit the Company to provide only management’s report herein.

Changes in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

This Company’s management is responsible for establishing

and maintaining internal controls over financial reporting and disclosure controls.

Internal Control Over Financial Reporting is

a process designed by, or under the supervision of, the Company’s principal executive and financial officer, or persons performing

similar functions, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Disclosure controls and procedures are designed to ensure that information

required to be disclosed in reports filed under the Securities Exchange is appropriately recorded, processed, summarized and reported

within the specified time periods.

Management has conducted an evaluation of the effectiveness of our

internal control over financial reporting as of December 31, 2020, based on the framework established in Internal Control-Integrated

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

OTHER INFORMATION

As of period covered by this Annual Report on Form 10-K, we have

concluded that our internal control over financial reporting was not effective.

The Company’s assessment identified certain

material weaknesses which are set forth below:

Functional Controls and Segregation of Duties

Because of the Company’s limited resources,

there are limited controls over information processing.

There is an inadequate segregation of duties

consistent with control objectives.

Our Company’s management is composed of a small number of individuals resulting in a

situation where limitations on segregation of duties exist.

In order to remedy this situation, we would need to hire additional

staff to provide greater segregation of duties.

Accordingly, as the result of identifying

the above material weakness we have concluded that these control deficiencies resulted in a reasonable possibility that a material

misstatement of the annual or interim financial statements may not be prevented or detected on a timely basis by the Company’s

internal controls.

Management believes that the material weaknesses

set forth above were the result of the scale of our operations and are intrinsic to our small size and believes these weaknesses

did not have a material effect on our financial results.

During the second half of 2020 and into 2021, management began and continues

to take actions to remedy these weaknesses, including the process of hiring additional staff to create the necessary segregation

of duties to improve controls over information processing, and instituting said controls.

This Annual Report on Form 10-K does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report

was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit the Company to

provide only management’s report herein.

Financial Reporting

There were no

changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during

our most recently completed fiscal quarter that have materially affected our internal control over financial reporting.

during fourth quarter 2020 the Company requisitioned a complete review of all of its financial procedures and controls and is in

the process of updating and optimizing its infrastructure around these controls and believes that this process can positively affect

our internal control over financial reporting in the future.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

and Executive Officers

The following table and biographical summaries set forth information,

including principal occupation and business experience, about our directors and executive officers as of the date of this Annual

Report on Form 10-K:

Executive Officer, Director

The following table and biographical summaries

set forth information, including principal occupation and business experience, about our directors and executive officers as of

the date of this Form 10-K:

Jeremy Frommer

Chief Executive Officer, Director

Mark Standish

Chairman of the Board of Directors

Frommer –

Chief Executive Officer and Director

Frommer has served as our Chief Executive Officer and as

a member of our board of directors since February 2016.

Frommer has over 20 years of experience in the financial technology

Leonard Schiller

Laurie Weisberg

Mark Patterson

LaBrena Martin

Chelsea Pullano

Chief Financial Officer

Jeremy Frommer –

Executive Officer and Director

Frommer has served as our Chief Executive

Officer and as a member of our board of directors since February 2016.

Frommer has over 20 years of experience in the financial

technology industry.

Previously, Mr.

Frommer held key leaderships roles in the investment banking and trading divisions of large financial

institutions.

From 2009 to 2012, Mr.

Frommer was briefly retired until beginning concept formation for Jerrick Ventures which he

officially founded in 2013.

Frommer held key leaderships roles in the investment banking and trading divisions of large

financial institutions.

From 2009 to 2012, Mr.

Frommer was Managing Director of Global Prime Services at RBC Capital Markets,

the investment banking arm of the Royal Bank of Canada, the largest financial institution in Canada, after the sale of Carlin Financial

Group, a professional trading firm.

Frommer was briefly retired until beginning concept formation for Jerrick Ventures

which he officially founded in 2013.

From 2007 to 2009, Mr.

Frommer was the Chief Executive Officer of Carlin Financial Group after

the sale of NextGen Trading, a software development company focused on building equity trading platforms.

Frommer was Managing Director of Global Prime Services at RBC Capital

Markets, the investment banking arm of the Royal Bank of Canada, the largest financial institution in Canada, after the sale of

Carlin Financial Group, a professional trading firm.

From 2004 to 2007, Mr.

Frommer was the Chief Executive Officer of Carlin Financial

Group after the sale of NextGen Trading, a software development company focused on building equity trading platforms.

Frommer was Founder and Chief Executive Officer of NextGen Trading.

From 2000 to 2002, he was Managing Director of Merger Arbitrage

Trading at Bank of America, a financial services firm.

Frommer was also a director of LionEye Capital, a hedge fund from June

2012 to June 2014.

From 2000 to 2002, he was Managing Director of

Merger Arbitrage Trading at Bank of America, a financial services firm.

Frommer was also a director of LionEye Capital, a hedge

fund from June 2012 to June 2014.

He holds a B.A.

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We believe Mr.

Frommer is qualified to serve on our board

of directors due to his financial and leadership experience.

Maury –

Maury has served as our President since January 2019.

is a full stack design director with an expertise in product development.

With over ten years of design and product management

experience in the creative industry, Mr.

Maury’s passion for the creative arts and technology ultimately resulted in the

vision for Vocal.

Since joining Jerrick in 2013, Maury has overseen the development and launch of the company’s flagship

Frommer is qualified to serve on

our board of directors due to his financial and leadership experience.

Mark Standish –

of the Board of Directors

Standish was elected to our board

of directors in July 2020 and serves as its Chairman.

He has served as a Senior Partner for HHM Capital since January 2017.

Additionally, he has served as a member of the Board of Directors for LightPoint Financial Technology LLC since January 2017.

From February 2015 to December 2016, he served as Managing Partner and Chief Information Officers for Deimos Asset Management

In 1995 he joined the Royal Bank of Canada and served as Co-Chief Executive Officer of RBC Capital Markets from 2008

He studied banking and finance at Croydon College in England in 1983.

We believe Mr.

Standish is qualified to serve

as a member of our board because of his extensive financial industry and leadership experience.

Leonard Schiller –

Schiller is the Chairman of our board of

He is President and Managing Partner of the Chicago law firm of Schiller, Strauss and Lavin PC and has been associated

with the firm since 1977.

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

and real estate company with properties located in the Midwest.

Schiller has also been involved in the ownership of residential

properties and commercial properties throughout the country.

Schiller has acted as a principal in numerous private loan transactions

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

Schiller has also served as a member of the

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

He also served as a member of

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

was acquired by Molecular Diagnostics, Inc.

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

We believe Mr.

Schiller is qualified to serve on our board of directors due to his legal and business experience.

Laurie Weisberg –

Weisberg was elected to our board

of directors in July 2020.

Weisberg, who has served as the Chief Sales Officer at Intent since February 2019, has spent

over 25 years at the forefront of sales and marketing innovation in the technology space, having held leadership positions

at various technology companies including Thrive Global, Curalate, and Oracle Data Cloud.

From October 2010 to April 2015,

Weisberg was a member of the executive leadership team at Datalogix, leading up to its acquisition by Oracle in 2015,

at which point she assumed the role of VP of Oracle Data Cloud.

Additionally, Ms.

Weisberg has served on the Advisory Board

at Crowdsmart, an intelligent data-driven investment prediction platform since April 2019.

Weisberg was born

and educated in England.

We believe Ms.

Weisberg is qualified to serve on our board of directors due to her extensive global

sales and brand marketing expertise as well as her leadership experience working within the technology space.

Mark Patterson –

Patterson was elected to our board of directors

in July 2020.

Patterson, a private equity and hedge fund businessman, co-founded MatlinPatterson Global Advisors,

a leading private equity firm in the distressed investing space in 2002.

Early in his career, Patterson worked in leveraged finance

at Credit Suisse, Scully Brothers & Foss, Salomon Brothers, and Bankers Trust.

During his tenure as chairman and chief

executive of MatlinPatterson’s asset management division, Mr.

Patterson expanded the firm’s portfolio beyond distressed

debt, implementing other investment strategies such as credit trading, securitized credit, and senior credit.

Mark Patterson currently

holds the position of Non-Executive Chairman of MatlinPatterson Asset Management.

Patterson received degrees in Law

and Economics from Stellenbosch University in South Africa and an M.B.A.

from New York University’s Stern School of

We believe Mr.

Patterson is qualified to serve on our board of directors due to his extensive experience in financial

markets, investment management, and his corporate governance experience on various boards.

LaBrena Martin –

Martin was elected to our board of

directors in October of 2020.

Martin began her career in 1979 as an enforcement attorney with the U.S.

Securities and Exchange

Commission, investigating and prosecuting securities fraud and manipulation during her nine-year tenure.

In 1987, she joined E.F.

Hutton, which ultimately became Lehman Brothers, as a Vice President in the General Counsel’s Office.

Martin held a series

of successively responsible positions over her eight-year tenure through 1995, including as Senior Vice President and Manager of

the Derivatives Finance Group, overseeing the legal, regulatory, credit and tax due diligence supporting equity derivatives transactions.

Martin joined Royal Bank of Canada (RBC) as General Counsel of its US Broker Dealer, charged with building out

legal and compliance to support planned U.S.

By 2004, she was United States General Counsel for the U.S.

banking and securities

platform, having overseen, among other matters, legal due diligence and regulatory approvals for acquisitions, as well as corporate

governance initiatives.

Finally, during her nearly 20-year tenure, Ms.

Martin established the bank’s inaugural government

affairs division in the United States, with a mandate for strategically identifying critical issues and executing on plans for

engagement with elected regulatory officials, industry peers, trade associations, and other influencers.

Martin has not held

other employment since 2013.

Martin earned a Bachelor of Science degree in political science from Barnard College and a Juris

Doctor degree from New York University School of Law.

The Board believes Ms.

Martin is qualified to serve on the Board due

to her extensive senior management-level legal and business experience and her compliance expertise.

Justin Maury –

Maury has served as our President since

January 2019.

He is a full stack design director with an expertise in product development.

With over ten years of design and product

management experience in the creative industry, Mr.

Maury’s passion for the creative arts and technology ultimately resulted

in the vision for Vocal.

Since joining Creatd in 2013, Maury has overseen the development and launch of the company’s flagship

product, Vocal, an innovative platform that provides storytelling tools and engaged communities for creators and brands to get

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across 34 genre-specific communities in its first two years since launch.

Leonard Schiller –

Chairman of the Board of Directors

Schiller is the Chairman of our board of directors.

President and Managing Partner of the Chicago law firm of Schiller, Strauss and Lavin PC and has been associated with the firm

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

company with properties located in the Midwest.

Schiller has also been involved in the ownership of residential properties

and commercial properties throughout the country.

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

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

Schiller has also served as a member of the Board

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

He also served as a member of the

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

acquired by Molecular Diagnostics, Inc.

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

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

We believe Mr.

Schiller is qualified to serve on our board of

directors due to his legal and business experience.

Relationships

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

Our board of directors does not have any committees formed.

As independent directors are added to our board, we intend to form a formal audit committee, compensation committee and nominating

and corporate governance committee and adopt appropriate written charters for such committees.

Presently, however, there

are no plans to appoint certain directors to specific committees.

Until such time as an audit committee, compensation

committee and nominating and corporate governance committee is formed, our full board of directors fulfills the functions normally

undertaken by such committees.

with Section 16(a) of the Exchange Act

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

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

beneficial ownership with the SEC.

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

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

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

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

fiscal year ended December 31, 2018, the following persons did not file timely:

Andrew Taffin, a former member of our board of

directors, failed to file one report on Form 4.

Company does not currently maintain a Code of Ethics.

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

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

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

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

No director or executive officer has been convicted of

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

Chelsea Pullano –

Financial Officer

Pullano has been our Chief Financial

Officer since June 2020.

She has a long history of leadership at Creatd, serving as a member of the Company’s Management

Committee for four years.

Prior to her current role, Ms.

Pullano was an integral member of our finance department since 2017, most

recently serving as our Head of Corporate Finance, a role in which she coordinated our periodic reports under the Exchange Act

and other financial matters.

Prior to joining the Finance Department, Ms.

Pullano was a member of our operations team from 2015

She holds a B.A.

from the State University of New York College at Geneseo.

Director Terms;

Qualifications

Members of our board of directors serve until

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

When considering whether directors and nominees

have the experience, qualifications, attributes and skills to enable the board of directors to satisfy its oversight responsibilities

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

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

Director or Officer Involvement in Certain

Legal Proceedings

There are no material proceedings to which

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

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

No director or executive officer

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

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

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

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

against it during the past ten years.

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

of a pending criminal proceeding during the past ten years.

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

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

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

No director or officer has been found by a

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

Directors and Officers Liability Insurance

The Company has directors’

and officers’

liability insurance insuring its directors and officers against liability for acts or omissions in their capacities as directors

or officers, subject to certain exclusions.

Such insurance also insures the Company against losses, which it may incur in indemnifying

its officers and directors.

In addition, officers and directors also have indemnification rights under applicable laws, and the

Company’s Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws.

Director Independence

listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) require that independent directors must comprise a majority

of a listed company’s board of directors.

In addition, the rules of Nasdaq require that, subject to specified exceptions,

each member of a listed company’s audit, compensation, and nominating and governance committees be independent.

Audit committee

members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

Under the rules of Nasdaq,

a director will only qualify as an “independent director”

if, in the opinion of that company’s board of directors,

that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director.

Our board of directors has undertaken

a review of the independence of our directors and considered whether any director has a material relationship with it that could compromise

his or her ability to exercise independent judgment in carrying out his or her responsibilities.

Based upon information requested from

and provided by each director concerning his background, employment and affiliations, including family relationships, the board of directors

has determined that Leonard Schiller, Mark Standish, LaBrena Martin, and Mark Patterson are “independent”

as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq.

In making these determinations,

our board of directors considered the current and prior relationships that each non-employee director has with the Company and

all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership

of the Company’s capital stock by each non-employee director, and any transactions involving them described in the section

captioned “—Certain relationships and related transactions and director independence.”

Board Committees

The Company’s Board has established three

standing committees:

Audit, Compensation, and Nominating and Corporate Governance.

Each of the committees operates pursuant to its charter.

The committee charters will be reviewed annually by the Nominating and Corporate Governance Committee.

If appropriate, and in consultation

with the chairs of the other committees, the Nominating and Corporate Governance Committee may propose revisions to the charters.

responsibilities of each committee are described in more detail below.

Nasdaq permits a phase-in period of up to one

year for an issuer registering securities in an initial public offering to meet the Audit Committee, Compensation Committee and

Nominating and Corporate Governance Committee independence requirements.

Under the initial public offering phase-in period, only

one member of each committee is required to satisfy the heightened independence requirements at the time our registration statement

becomes effective, a majority of the members of each committee must satisfy the heightened independence requirements within 90

days following the effectiveness of our registration statement, and all members of each committee must satisfy the heightened independence

requirements within one year from the effectiveness of our registration statement.

Audit Committee

The Audit Committee, among other things, will

be responsible for:

approving the compensation of;

overseeing the work of;

and assessing the independence, qualifications, and performance of the independent auditor;

reviewing the internal audit function, including its independence, plans, and budget;

approving, in advance, audit and any permissible non-audit services performed by our independent auditor;

reviewing our internal controls with the independent auditor, the internal auditor, and management;

reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management;

overseeing our financial compliance system;

overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology.

The board of directors has affirmatively determined

that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules

and Nasdaq listing rules.

The board of directors has adopted a written charter setting forth the authority and responsibilities of the

Audit Committee.

The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that Mr.

Standish meets the qualifications of an Audit Committee financial expert.

The Audit Committee consists of Mr.

Schiller, Mr.

Patterson, and Ms.

Standish chairs the Audit Committee.

We believe that the functioning of the Audit Committee

complies with the applicable requirements of the rules and regulations of the Nasdaq listing rules and the SEC.

Compensation Committee

The Compensation Committee will be responsible

reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO;

overseeing and administering the Company’s executive compensation plans, including equity-based awards;

negotiating and overseeing employment agreements with officers and directors;

overseeing how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking incentives.

The board of directors has adopted a written charter

setting forth the authority and responsibilities of the Compensation Committee.

The Compensation Committee consists of Mr.

Schiller, Mr.

Patterson, and Ms.

Patterson serves as chairman of the Compensation Committee.

The board of directors has

affirmatively determined that each member of the Compensation Committee meets the independence criteria applicable to compensation committee

members under SEC rules and Nasdaq listing rules.

The Company believes that the composition of the Compensation Committee meets the requirements

for independence under, and the functioning of such Compensation Committee will comply with, any applicable requirements of the rules

and regulations of Nasdaq listing rules and the SEC.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee,

among other things, is responsible for:

reviewing and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion and succession issues;

evaluating and reporting to the Board on the performance and effectiveness of the directors, committees and the Board as a whole;

working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each committee;

annually presenting to the Board a list of individuals recommended to be nominated for election to the Board;

reviewing, evaluating, and recommending changes to the Company’s Corporate Governance Principles and Committee Charters;

recommending to the Board individuals to be elected to fill vacancies and newly created directorships;

overseeing the Company’s compliance program, including the Code of Conduct;

overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures.

The board of directors has adopted a written charter

setting forth the authority and responsibilities of the Corporate Governance/Nominating Committee.

The Nominating and Corporate Governance Committee

consists of Mr.

Standish, Mr.

Schiller, Ms.

Weisberg, Mr.

Patterson, and Ms.

Martin serves as chair.

The Company’s

board of directors has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning

of the independent director guidelines of Nasdaq listing rules.

Compensation Committee Interlocks

and Insider Participation

None of the Company’s

executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other

committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Company’s

board of directors or its compensation committee.

None of the members of the Company’s compensation committee is, or has

ever been, an officer or employee of the company.

Code of Business Conduct and Ethics

Company’s Board of Directors has adopted a code of business conduct and ethics applicable to its employees, directors and officers,

in accordance with applicable U.S.

federal securities laws and the corporate governance rules of Nasdaq.

The code of business conduct

and ethics will be publicly available on the Company’s website.

Any substantive amendments or waivers of the code of business conduct

and ethics or code of ethics for senior financial officers may be made only by the Company’s board of directors and will be promptly

disclosed as required by applicable U.S.

federal securities laws and the corporate governance rules of Nasdaq.

Corporate Governance Guidelines

The Company’s board of directors has adopted

corporate governance guidelines in accordance with the corporate governance rules of Nasdaq.

EXECUTIVE COMPENSATION

Compensation Table

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

paid by us during the years ended December 31, 2019, and 2018.

Name and Principal

The following information is related to the

compensation paid, distributed or accrued by us for the years ended December 31, 2020 and December 31, 2019 for our Chief Executive

Officer (principal executive officer) serving during the year ended December 31, 2020 and the three other executive officers serving

at December 31, 2020 whose total compensation exceeded $100,000 (the “Named Executive Officers”).

Name and Principal Position

Incentive Plan

Jeremy Frommer

$ 104,667 (1)

Chief Executive Officer

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Former President

Chelsea Pullano

Chief Financial Officer

Laurie Weisberg

Chief Operating Officer

$104,667 includes payment to Mr.

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$7,920 includes payment to Mr.

Schwartz for health insurance.

The $96,463 includes payment to Mr.

Maury for health insurance.

$81,686 includes payment to Mr.

Frommer for living expenses, health insurance and a vehicle allowance

1 unchanged sentence

Maury for health insurance.

The $1,908 includes payment to Ms.

Pullano for health insurance.

The $9,708 includes payment to Mr.

Schwartz for health insurance.

The $7,875 includes payment to Ms.

Weisberg for health insurance.

On May 13, the Company exchanged 14,205 stock options for 21,308 shares of Common Stock.

On May 13, the Company exchanged 200,000 stock options for 300,000 shares of Common Stock.

attributable to this exchange.

$12,121 of this amount is attributable to the issuance of shares in lieu of wages.

On May 13, the Company exchanged 167,955 stock options for 251,933 shares of Common Stock.

attributable to this exchange.

$8,660 of this amount is attributable to the issuance of shares in lieu of wages.

Employment Agreements

As of March 30, 2020, the Company has not entered into any employment

agreements, but intends on entering into such agreements with its Chief Executive Officer and President by the end of fiscal year

Equity Awards at Fiscal Year-End 2018

December 31, 2019, we had outstanding equity awards as follows:

Unexercisable

Weighted Average

Exercise Price

Jeremy Frommer (1)

Rick Schwartz (1)

Justin Maury (2)

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

January 31, 2019, Rick Schwartz resigned from his position as President.

The Board of Directors appointed Justin Maury

as President on the same date.

The following table presents the total compensation for each

person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal

year ended December 31, 2019.

Other than as set forth in the table and described more fully below, we did not pay any compensation,

make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of

directors in 2019.

Option Awards (1)

Andrew Taffin (2)

Leonard Schiller

shown in this column do not reflect dollar amounts actually received by our non-employee directors.

Instead, these amounts

represent the aggregate grant date fair value of stock option awards determined in accordance with FASB ASC Topic 718.

Taffin resigned from our board of directors on October 23, 2019.

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

The following table sets forth certain information regarding

the Company’s common stock, beneficially owned as of March 30, 2020 (i) each person known to the Company to beneficially

own more than 5% of its common stock, (ii) each executive officer, director and director nominee and (iii) all officers, directors

and director nominees as a group.

The following table is based on the Company having 9,178,937 shares of common stock

issued and outstanding as of March 30, 2020.

The Company calculated beneficial ownership according to Rule 13d-3 of the Securities

Exchange Act of 1934, as amended as of that date.

Shares of the Company’s common stock issuable upon exercise

of options or warrants or conversion of notes that are exercisable or convertible within 60 days after March 30, 2020 are included

as beneficially owned by the holder, but not deemed outstanding for computing the percentage of any other stockholder for Percentage

of common stock Beneficially Owned.

For each individual and group included in the table below, percentage ownership is calculated

by dividing the number of shares beneficially owned by such person or group by the sum of the 9,178,937 shares of common stock

outstanding at March 30, 2020, plus the number of shares of common stock that such person or group had the right to acquire on

or within 60 days after March 30, 2020.

Beneficial ownership generally includes voting and dispositive power with respect to securities.

otherwise indicated below, the persons and entities named in the table have sole voting and sole dispositive power with respect

to all shares beneficially owned.

Beneficially Owned

Named Executive Officers and Directors

As of December 31, 2020, the Company has not

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

by the end of fiscal year 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Executive Officers and Directors

Jeremy Frommer

Chelsea Pullano

Leonard Schiller

Mark Standish

Mark Patterson

Laurie Weisberg

LaBrena Martin

All current directors and officers as a group

5% or Greater Stockholders

1,503,203 (5)

than one percent

securities “beneficially owned”

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

ownership”

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

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

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

593,368 shares of common stock, 150 shares of common stock underlying warrants, and 200,000 shares of common stock underlying

stock options.

27,422 shares of common stock and 167,955 shares of common stock underlying stock options.

183,296 shares of common stock, 10,225 shares of common stock underlying warrants, and 30,000 shares of common stock underlying

stock options.

based on the Company’s review of filings made on a Schedule 13G on February 14, 2020 with the SEC.

Includes (i) 1,146,704

shares of Common Stock held directly by Mr.

Rosen, (ii) 132,074 shares of Common Stock held by Pearl Digital Opportunities

Fund LLC (“Pearl”), of which Mr.

Rosen is the Managing Member, (iii) warrants to acquire 10,000 shares of the

Company’s common stock, and (iv) warrants to acquire 20,000 shares of the Company’s common stock held Mr.

Rosen’s

minor children.

Certain Relationships and Related Transactions.

Eric Goldberg

less than one percent

The securities “beneficially owned”

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

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

Includes 311,070 shares of common stock, 89,188 shares of common stock underlying stock options, and 11,600 shares of common stock underlying warrants.

Includes 97,080 shares of common stock, 68,333 shares of common

stock underlying stock options, and 2,600 shares of common stock underlying warrants.

Includes 85,221 shares of common stock and 848 shares of

common stock underlying warrants.

Solely based on the Company’s review of filings made on a Schedule 13G on February 16, 2021 with the SEC.

Includes (i) 825,844 shares of Common Stock held directly by Mr.

Rosen, (ii) warrants to acquire 68,695 shares of the Company’s common stock, and (iii) warrants to acquire 6,666 shares of the Company’s common stock held Mr.

Rosen’s minor children.

Includes 7,818 shares of common stock and 50,000 shares of common stock underlying stock options.

Includes 283,018 shares of common stock and 205,877 shares of common stock underlying warrants.

Includes 175,918 shares of common stock and 28,515 shares of common stock underlying warrants.

Includes 17,064 shares of common stock and 3,922 shares of common stock underlying warrants.

Includes 2,218,780 shares of common stock and 413,159 shares of common stock underlying warrants.

CERTAIN RELATIONSHIPS AND RELATED

following includes a summary of transactions during our fiscal years ended December 31, 2020 and December 31, 2019 to which

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family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation,

termination, change in control and other arrangements, which are described elsewhere in this proxy statement.

termination, change in control and other arrangements, which are described elsewhere in this Annual Report.

We are not otherwise

a party to a current related party transaction, and no transaction is currently proposed, in which the amount of the transaction

exceeds the lesser of 

$120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years

exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years

and in which a related person had or will have a direct or indirect material interest.

January 2019 Rosen Loan Agreement

On January 16, 2018, the Company entered into a loan agreement

(the “January 2018 Rosen Loan Agreement”) with Arthur Rosen, a shareholder of the Company, whereby the Company issued

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

The January 2018 Rosen

Note is secured by Jeremy Frommer, our Chief Executive Officer, whereby upon default Mr.

Frommer’s personal shares of the

Company’s common stock would be available to Mr.

Rosen in an amount equal to the principal outstanding divided by 0.20.

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

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

accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due.

During the year ended December 31, 2018,

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

January 2018 Gordon Loan Agreement

On January 16, 2018, the Company entered into a loan agreement

(the “January 2018 Gordon Loan Agreement”) with Christopher Gordon (“Gordon”), whereby the Company issued

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

The January 2018

Gordon Note is secured by Jeremy Frommer, our Chief Executive Officer, whereby upon default Mr.

Frommer’s personal shares

of the Company’s common stock would be available to Mr.

Gordon in amount equal to the principal outstanding divided by 0.20.

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

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

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

During the year ended December 31,

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

First March 2018 Rosen Loan Agreement

On March 4, 2018, the Company entered into a loan agreement

(the “First March 2018 Rosen Loan Agreement”) with Mr.

Rosen, whereby the Company issued Mr.

Rosen a promissory note

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

As additional consideration for entering in

the First March 2018 Rosen Note Loan Agreement, the Company issued Mr.

Rosen a five-year warrant to purchase 10,000 shares of the

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

Pursuant to the First March 2018 Rosen Loan Agreement, the

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

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

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

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

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

Second March 2018 Rosen Loan Agreement

On March 9, 2018, the Company entered into a loan agreement

(the “Second March 2018 Rosen Loan Agreement”) with Mr.

Rosen, whereby the Company issued Mr.

Rosen a promissory note

in the principal amount of $15,000 (the “Second March 2018 Rosen Note”).

As additional consideration for entering in

the Second March 2018 Rosen Loan Agreement, the Company issued Mr.

Rosen a five-year warrant to purchase 15,000 shares of the Company’s

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

Pursuant to the Second March 2018 Rosen Loan Agreement, the Second March 2018

Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 24, 2018 (the “Second March

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

the Second March 2018 Rosen Note was due.

During the nine months ended December 31, 2018, the Company repaid $15,000 in principal

and $365 in interest and the loan is no longer outstanding.

Third March 2018 Rosen Loan Agreement

On March 13, 2018, the Company entered into a loan agreement

(the “Third March 2018 Rosen Loan Agreement”) with Mr.

Rosen, whereby the Company issued Mr.

Rosen a promissory note

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

As additional consideration for entering in

the Third March 2018 Rosen Loan Agreement, the Company issued Mr.

Rosen a five-year warrant to purchase 10,000 shares of the Company’s

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

Pursuant to the Third March 2018 Rosen Loan Agreement, the Third March 2018

Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 28, 2018 (the “Third March

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

the Third March 2018 Rosen Note was due.

During the nine months ended December 31, 2018, the Company repaid $10,000 in principal

and $230 in interest and the loan is no longer outstanding.

May 2018 Schiller Loan Agreement

On May 2, 2018, the Company entered into a loan agreement (the

“May 2018 Schiller Loan Agreement”) with Leonard Schiller, Chairman of our board of directors, whereby the Company

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

As additional

consideration for entering in the May 2018 Schiller Loan Agreement, the Company issued Mr.

Schiller a four-year warrant to purchase

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

Pursuant to the May 2018 Schiller Loan

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

02, 2019 (the “May 2018 Schiller Maturity Date”) at which time all outstanding principal, accrued and unpaid interest

are due under the May 2018 Schiller Loan.

the year ended December 31, 2018, the Company converted $100,000 of principal and $4,369 of unpaid interest into the August 2018

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

June 2018 Frommer Loan Agreement

On June 29, 2018, the Company entered into a loan agreement

(the “June 2018 Frommer Loan Agreement”) with Jeremy Frommer our Chief Executive Officer, whereby the Company issued

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

As additional consideration

for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase 30,000 shares

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

Pursuant to the June 2018 Frommer Loan Agreement, the

June 2018 Frommer Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018 (the “June

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

2018 Frommer Loan.

Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that

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

As part of the extension agreement, the Company issued 40,854 warrants

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

On March 29, 2019 the Company executed upon an agreement

that extended the maturity date of this loan to May 15, 2019.

On December 15, 2019 the Company executed upon an agreement that further extended the maturity date of

this loan to May 15, 2020.

First July 2018 Schiller Loan Agreement

On July 3, 2018, the Company entered into a loan agreement (the

“First July 2018 Schiller Loan Agreement”) with Leonard Schiller, a member of the Board, whereby the Company issued

Schiller a promissory note of $35,000 (the “First July 2018 Schiller Note”).

As additional consideration for entering

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

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

Pursuant to the agreement, the note bears interest at a rate

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

interest were due under the First July 2018 Schiller Loan.

Subsequent to the balance sheet date, on November 8, 2018 the

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

As part of the extension agreement,

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

On March 29, 2019 the

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

During the year ended December 31, 2018 the Company repaid $20,000

in principal.

During the year ended December 31, 2019, the Company converted $15,000 in principal and $863.33 into the February

2019 Offering and the note is no longer outstanding.

Second July 2018 Schiller Loan Agreement

On July 17, 2018, the Company entered into a loan agreement

(the “Second July 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued Mr.

Schiller a promissory note of $25,000 (the “Second July 2018 Schiller Note”).

As additional consideration for entering

in the Second July 2018 Schiller Loan Agreement, the Company issued Mr.

Schiller a four-year warrant to purchase 75,000 shares

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

Pursuant to the Second July 2018 Schiller Loan Agreement,

the Second July 2018 Schiller Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018

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

to the balance sheet date, on November 8, 2018 the Company entered into an agreement with Mr.

Schiller that extended the maturity

date of this loan to March 7, 2019.

As part of the extension agreement, the Company issued 101,900 warrants to Mr.

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

On March 29, 2019 the Company entered into an agreement that

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

On December 15, 2019 the Company executed upon an agreement that further extended the maturity date of

this loan to May 15, 2020.

During the year ended December 31, 2019 the Company converted

$4,136.67 in principal into the February 2019 Offering.

First July 2018 Rosen Loan Agreements

On July 12, 2018, the Company entered into a loan agreement

(the “First July 2018 Rosen Loan Agreement”) with Mr.

Rosen, a shareholder of the Company, whereby the Company issued

Rosen a promissory note of $10,000 (the “First July 2018 Rosen Note”).

Pursuant to the First July 2018 Rosen Loan

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

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

Subsequent to the balance

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

As part of the extension agreement, the Company issued to Mr.

Rosen 27,534 warrants to purchase common stock of the Company

at an exercise price of $0.30.

On March 29, 2019 the Company entered into an agreement that extended the maturity date of this

loan to May 15, 2019.

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

$10,000 of principal and all unpaid interest and the loan is no longer outstanding.

Second July 2018 Rosen Loan Agreements

On July 18, 2018, the Company entered into a loan agreement

(the “Second July 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Mr.

Rosen a promissory note of

$50,000 (the “Second July 2018 Rosen Note”) resulting from the conversion of a demand note (as described below).

additional consideration for entering into the Second July 2018 Rosen Loan Agreement, the Company issued Mr.

Rosen a four-year

warrant to purchase 150,000 shares of the Company’s common stock at a purchase price of $0.20 per share.

Pursuant to the

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

the maturity date of August 17, 2018 at which time all outstanding principal, accrued and unpaid interest are due under the Second

July 2018 Rosen Note.

Subsequent to the balance sheet date, on November 8, 2018 the Company entered into an agreement that extended

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

As part of the extension agreement, the Company issued to Mr.

Rosen 203,967 warrants

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

On March 29, 2019 the Company entered into an agreement

that extended the maturity date of this loan to May 15, 2019.

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

$50,000 of principal and all unpaid interest and the loan is no longer outstanding.

November 2018 Rosen Loan Agreement

On November 29, 2018, the Company entered into a loan agreement

(the “November 2018 Rosen Loan Agreement”) with Mr.

Rosen, whereby the Company issued Mr.

Rosen a promissory note in

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

As additional consideration for entering in the November

2018 Rosen Note Loan Agreement, the Company issued Mr.

Rosen a four-year warrant to purchase 25,000 shares of the Company’s

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

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

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

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

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

December 2018 Rosen Loan Agreement

On December 27, 2018, the Company entered into a loan agreement

(the “December 2018 Rosen Loan Agreement”) with Mr.

On January 30, 2019, the Company entered into a loan agreement (the

“January 2019 Rosen Loan Agreement”) with Mr.

Rosen, whereby the Company issued Mr.

Rosen a promissory note in

the principal amount of $75,000 (the “December 2018 Rosen Note”).

As additional consideration for entering in the December

2018 Rosen Note Loan Agreement, the Company issued Mr.

Rosen a four-year warrant to purchase 75,000 shares of the Company’s

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

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

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

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

On March 29, 2019 the Company entered into an agreement that extended the maturity date of this loan to May 15, 2019.

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

this loan and all unpaid interest into the June 2019 Loan Agreement and the loan is no longer outstanding.

December 2018 Gravitas Capital Loan Agreement

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

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

2018 Gravitas Capital Note”).

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

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

Rosen a promissory note in the principal

amount of $175,000 (the “January 2019 Rosen Note”).

As additional consideration for entering in the January 2019 Rosen Note

Loan Agreement, the Company issued Mr.

Rosen a four-year warrant to purchase 5,000 shares of the Company’s common stock at a purchase

price of $18.00 per share.

Pursuant to the December 2018 Gravitas Capital Loan Agreement, the December 2018 Gravitas Capital Note

bears interest at a rate of 6% per annum and payable on the maturity date of January 27, 2018 (the “December 2018 Gravitas

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

2018 Gravitas Capital Loan.

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

longer outstanding.

January 2019 Rosen Loan Agreement

On January 30, 2019, the Company entered into a loan agreement

(the “January 2019 Rosen Loan Agreement”) with Mr.

Rosen, whereby the Company issued Mr.

Rosen a promissory note in

the principal amount of $175,000 (the “January 2019 Rosen Note”).

As additional consideration for entering in the January

2019 Rosen Note Loan Agreement, the Company issued Mr.

Rosen a four-year warrant to purchase 15,000 shares of the Company’s

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

Pursuant to the January 2019 Rosen Loan Agreement, the January 2019 Rosen

Note bears interest at a rate of 10% per annum and payable on the maturity date of February 15, 2019 (the “January 2019 Rosen

Maturity Date”).

On February 19, 2018 the Company executed upon an agreement that extended the maturity date of this loan

to March 7, 2019.

As part of the extension agreement, the Company issued Mr.

Rosen warrants to purchase 35,194 shares of common

stock of the Company at an exercise price of $6.00.

Pursuant to the January 2019 Rosen Loan Agreement, the January 2019 Rosen Note bears interest at a rate of

10% per annum and payable on the maturity date of February 15, 2019 (the “January 2019 Rosen Maturity Date”).

19, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019.

As part of the extension

agreement, the Company issued Mr.

Rosen warrants to purchase 11,731 shares of common stock of the Company at an exercise price of $18.00.

On March 29, 2019 the Company entered into an agreement with Mr.

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

Rosen that extended the maturity date of this loan to May 15, 2019.

August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

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February 2019 Rosen Loan Agreement

On February 14, 2019, the Company entered into a loan agreement

(the “February 2019 Rosen Loan Agreement”) with Mr.

On February 14, 2019, the Company entered into a loan agreement (the

“February 2019 Rosen Loan Agreement”) with Mr.

Rosen, whereby the Company issued Mr.

Rosen a promissory note in

the principal amount of $50,000 (the “February 2019 Rosen Note”).

As additional consideration for entering in the February

2019 Rosen Note Loan Agreement, the Company issued Mr.

Rosen a four-year warrant to purchase 5,000 shares of the Company’s

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

Pursuant to the February 2019 Rosen Loan Agreement, the February 2019 Rosen

Note bears interest at a rate of 10% per annum and payable on the maturity date of February 28, 2019 (the “February 2019

Rosen Maturity Date”).

On March 29, 2019 the Company entered into an agreement with Mr.

Rosen that extended the maturity

date of this loan to May 15, 2019.

On August 8, 2019 the Company entered into an agreement further extending the maturity

date to September 20, 2019.

Rosen a promissory note in the principal

amount of $50,000 (the “February 2019 Rosen Note”).

As additional consideration for entering in the February 2019 Rosen Note

Loan Agreement, the Company issued Mr.

Rosen a four-year warrant to purchase 1,667 shares of the Company’s common stock at a purchase

price of $18.00 per share.

Pursuant to the February 2019 Rosen Loan Agreement, the February 2019 Rosen Note bears interest at a rate of

10% per annum and payable on the maturity date of February 28, 2019 (the “February 2019 Rosen Maturity Date”).

2019 the Company entered into an agreement with Mr.

Rosen that extended the maturity date of this loan to May 15, 2019.

8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

the year ended December 31, 2019 the Company repaid $50,000 in principal and $3,208 in interest and the loan is no longer outstanding.

June 2019 Loan Agreement

On June 3, 2019, the Company entered into a loan agreement (the

“June 2019 Loan Agreement”) with Mr.

Rosan, pursuant to which the Company was to be indebted in the amount of $2,400,000,

of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated

May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement.

2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity

date of December 3, 2019 (the “June 2019 Maturity Date”) at which time all outstanding principal, accrued and unpaid

interest and other amounts due under the June 2019.

In connection with the conversion of the May 2016 Rosen Loan Agreement the

Company recorded a debt discount of $92,752.

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

discount and issuance cost.

June 3, 2019, the Company entered into a loan agreement (the “June 2019 Loan Agreement”) with Mr.

Rosan, pursuant

to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and

$1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest

in the Term Loan pursuant to the Debt Exchange Agreement.

The June 2019 Loan Agreement, the June 2019 Loan bears interest at a

rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the “June 2019 Maturity

Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019.

connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752.

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

August 2019 Schiller Loan Agreement

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

(the “August 2019 Schiller Loan Agreement”) with Mr.

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

2019 Schiller Loan Agreement”) with Mr.

Schiller, whereby the Company issued a promissory note to Mr.

Schiller in the principal amount of $15,000 (the “August 2019 Schiller Note”).

Pursuant to the August 2019 Schiller

Loan Agreement, the August 2019 Schiller Note bears interest at a rate of $750 per month.

As additional consideration for entering

in the August 2019 Schiller Loan Agreement, the Company issued a five-year warrant to purchase 225 shares of the Company’s

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

Schiller in the principal

amount of $15,000 (the “August 2019 Schiller Note”).

Pursuant to the August 2019 Schiller Loan Agreement, the August 2019

Schiller Note bears interest at a rate of $750 per month.

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

the Company issued a five-year warrant to purchase 75 shares of the Company’s common stock at a purchase price of $18.00 per share.

the year ended December 31, 2019 the Company repaid $15,000 in principal and $750 in interest and the loan is no longer outstanding.

September 2019 Schiller Loan Agreement

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

(the “September 2019 Schiller Loan Agreement”) with Mr.

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

“September 2019 Schiller Loan Agreement”) with Mr.

Schiller, whereby the Company issued Mr.

Schiller a promissory

note in the principal amount of $50,000 (the “September 2019 Schiller Note”).

Pursuant to the September 2019 Schiller

Loan Agreement, the September 2019 Schiller Note bears interest at a rate of $2,250 per month.

As additional consideration for

entering in the First September 2019 Schiller Loan Agreement, the Company issued Schiller a five-year warrant to purchase 1,000

shares of the Company’s common stock at a purchase price of $6.00 per share.

Schiller a promissory note in

the principal amount of $50,000 (the “September 2019 Schiller Note”).

Pursuant to the September 2019 Schiller Loan Agreement,

the September 2019 Schiller Note bears interest at a rate of $2,250 per month.

As additional consideration for entering in the First September

2019 Schiller Loan Agreement, the Company issued Schiller a five-year warrant to purchase 333 shares of the Company’s common stock

at a purchase price of $18.00 per share.

the year ended December 31, 2019 the Company repaid $50,000 in principal and $2,250 in interest and the loan is no longer outstanding.

October 2019 Frommer Loan Agreement

On October 7, 2019, the Company entered into a loan agreement

(the “October 2019 Frommer Loan Agreement”) with Mr.

On October 7, 2019, the Company entered into a loan agreement (the

“October 2019 Frommer Loan Agreement”) with Mr.

Frommer, whereby the Company issued Mr.

Frommer a promissory note

in the principal amount of $10,000 (the “October 2019 Frommer Note”).

Pursuant to the October 2019 Frommer Loan Agreement,

the October 2019 Frommer Note bears interest at a flat rate of $500.

As additional consideration for entering in the October 2019

Frommer Loan Agreement, the Company issued Mr.

Frommer a five-year warrant to purchase 150 shares of the Company’s common

stock at a purchase price of $6.00 per share.

Frommer a promissory note in the principal

amount of $10,000 (the “October 2019 Frommer Note”).

Pursuant to the October 2019 Frommer Loan Agreement, the October 2019

Frommer Note bears interest at a flat rate of $500.

As additional consideration for entering in the October 2019 Frommer Loan Agreement,

the Company issued Mr.

Frommer a five-year warrant to purchase 50 shares of the Company’s common stock at a purchase price of $18.00

the year ended December 31, 2019 the Company repaid $10,000 in principal and $225 in interest and the loan is no longer outstanding.

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”

(the “July

2020 Investors”) for aggregate gross proceeds of $50,000.

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.

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.

Such feature 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 $9,812, the

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

The Company recorded a $21,577 debt discount relating

to 3,922 July 2020 Convertible Note Offering issued to investors based on the relative fair value of each equity instrument on the dates

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, 2020, the Company

converted $50,000 of principal and $630 of unpaid interest into the September 2020 Equity Raise.

The January 2020 Rosen Loan Agreement

On January 14, 2020, the Company entered into

a loan agreement (the “January 2020 Rosen Loan Agreement”), whereby the Company issued a promissory note in the principal

amount of $150,000 (the “January 2020 Rosen Note”).

Pursuant to the January 2020 Rosen Loan Agreement, the January 2020 Rosen

Note accrues interest at a fixed amount of $2,500 for the duration of the note.

During the year ended December 31, 2020 the Company

repaid $150,000 in principal and $15,273 in interest.

The February Banner 2020 Loan Agreement

On February 15, 2020, the Company entered into

a loan agreement (the “February 2020 Banner Loan Agreement”), whereby the Company issued a promissory note in the principal

amount of $9,900 (the “February 2020 Note”) for expenses paid on behalf of the Company by an employee.

Pursuant to the February

2020 Loan Agreement, the February 2020 Note bears interest at a rate of $495.

As additional consideration for entering in the February

2020 Loan Agreement, the Company issued a five-year warrant to purchase 49 shares of the Company’s common stock at a purchase price

of $18.00 per share.

During the year ended December 31, 2020 the Company

repaid $9,900 in principal and $495 in interest.

The February 2020 Frommer Loan Agreement

On February 18, 2020, the Company entered into

a loan agreement (the “February 2020 Frommer Loan Agreement”) with Jeremy Frommer, an officer of the Company, whereby the

Company issued Frommer a promissory note in the principal amount of $2,989 (the “February 2020 Frommer Note”).

As additional

consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a five-year warrant to purchase 15

shares of the Company’s common stock at a purchase price of $18.00 per share.

Pursuant to the February 2020 Frommer Loan Agreement,

the note is payable on the maturity date of February 28, 2020 (the “February 2020 Frommer Maturity Date”).

During the year ended December 31, 2020 the Company

repaid $2,989 in principal and $160 in interest.

The September 2020 Goldberg Loan Agreement

On September 15, 2020, the Company entered into

a loan agreement (the “September 2020 Goldberg Loan Agreement”) with Goldberg whereby the Company issued a promissory note

of $16,705 (the “September 2020 Goldberg Note”).

Pursuant to the September 2020 Goldberg Loan Agreement, the September 2020

Goldberg Note has an interest rate of 7%.

The maturity date of the September 2020 Goldberg Note is September 15, 2022 (the “September

2020 Goldberg Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under

note are due.

The September 2020 Goldberg Loan is secured by the tangible and intangible property of the Company.

Since the September 2020 Goldberg Note has a make-whole

provision if the share price of the Company’s common stock is below 2.92 on September 14, 2020, they are subject to derivative liability

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

The make-whole feature

of gave rise to a derivative liability of $2,557,275 which was recorded as a loss on extinguishment of debt.

During the year ended December 31, 2020 the Company

accrued interest of $347.

The September 2020 Rosen Loan Agreement

On September 15, 2020, the Company entered into

a loan agreement (the “September 2020 Rosen Loan Agreement”) with Rosen whereby the Company issued a promissory note of $3,295

(the “September 2020 Rosen Note”).

Pursuant to the September 2020 Rosen Loan Agreement, the September 2020 Rosen Note has

an interest rate of 7%.

The maturity date of the September 2020 Rosen Note is September 15, 2022 (the “September 2020 Rosen Maturity

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

The September

2020 Rosen Loan is secured by the tangible and intangible property of the Company.

Since the September 2020 Rosen Note has a make-whole

provision if the share price of the Company’s common stock is below 2.92 on September 14, 2020, they are subject to derivative liability

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

The make-whole feature

of gave rise to a derivative liability of $504,413 which was recorded as a loss on extinguishment of debt.

During the year ended December 31, 2020 the Company

accrued interest of $67.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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

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

statutory and regulatory filings or engagements for those fiscal years.

The following table sets forth the aggregate fees billed for

each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s

annual financial statements and review of financial statements included in the Company’s quarterly reports or services that

are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees

All Other Fees

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT

(a) Exhibits .

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

The exhibits listed below are

filed as a part of this annual report.

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

28 unchanged sentences

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

Description of Securities Registered Under Section 12 of the

Description of Securities Registered Under Section 12 of the Exchange Act

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

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

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

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

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

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

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

Form of Warrant.

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

Form of Warrant.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.22 to the Company’s current report on Form S-1/A filed with the Commission on September 10, 2020).

Form of Underwriters’

Warrant (incorporated by reference to Exhibit 4.23 to the Company’s current report on Form S-1/A filed with the Commission on September 10, 2020).

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

Release Agreement between the Company and George I.

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

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

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

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

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

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

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

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

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

and Cape One Master Fund II LP.

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

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

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

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

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

Form of Stock Purchase Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Jerrick Media Holdings Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Jerrick Ventures, Inc.

2015 Incentive Stock and Award Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.53 the Company’s Amendment No.

3 to Registration Statement on Form S-1/A filed with the Commission on August 21, 2020)

2020 Equity Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.54 the Company’s Amendment No.

3 to Registration Statement on Form S-1/A filed with the Commission on August 21, 2020)

Form of Convertible Note (incorporated by reference to Exhibit 10.55 to the Company’s registration statement on Form S-1/A filed with the Commission on September 2, 2020).

Warrant Agreement, including form of Warrant, dated September 15, 2020 (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2020).

Weisberg Employment Letter Agreement, dated September 28, 2020 (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on October 1, 2020).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on January 5, 2021).

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on January 5, 2021).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the Commission on January 5, 2021).

Form of PA Warrant (incorporated by reference to Exhibit 10.4 of the Company’s current report on Form 8-K filed with the Commission on January 5, 2021).

Letter from Sadler, Gibb & Associates, LLC dated January 7, 2019 (incorporated by reference to Exhibit 16.1 of the Company’s current report on Form 8-K filed with the Commission on January 8, 2019)

List of Subsidiaries

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

Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C.

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s annual report on Form 10-K filed with the Commission on March 30, 2020)

Consent of Rosenberg Rich Baker Berman, P.A.

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

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

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

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

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

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

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* Filed herewith

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements of Section

1 unchanged sentence

thereunto duly authorized.

JERRICK MEDIA HOLDINGS, INC.

March 31, 2021

3 unchanged sentences

( Principal Executive Officer )

( Principal Financial Officer )

( Principal Accounting Officer )

Pursuant to the requirements of the Securities

4 unchanged sentences

March 31, 2021

( Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer )

Jeremy Frommer

( Principal Executive Officer )

/s/ Chelsea Pullano

Chief Financial Officer

March 31, 2021

Chelsea Pullano

(Principal Financial Officer, and Principal Accounting Officer

/s/ Mark Standish

Chairman of the Board of Directors

March 31, 2021

Mark Standish

/s/ Leonard Schiller

Chairman, Board of Directors

March 31, 2021

Leonard Schiller

/s/ Laurie Weisberg

March 31, 2021

Laurie Weisberg

/s/ Mark Patterson

March 31, 2021

Mark Patterson

March 31, 2021

LaBrena Martin

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

What changed 10-K

Item 9A. Controls and Procedures