What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-04-19 compared with 2022-04-06 · 2396 added, 2705 removed, 474 unchanged (91% of the section changed)

9 unchanged sentences

Notes to the Consolidated Financial Statements F-9

ROSENBERG RICH BAKER BERMAN & COMPANY

265 Davidson Avenue, Suite 210 ● Somerset, NJ 08873-4120 ● PHONE 908-231-1000 ● FAX 908-231-6894

111 Dunnell Road, Suite 100 ● Maplewood, NJ 07040 ● PHONE 973-763-6363 ● FAX 973-763-4430

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and

of Creatd, Inc.

and Subsidiaries

Stockholders of Creatd, Inc.

Opinion on the Financial Statements

audited the accompanying balance sheets of Creatd, Inc.

and Subsidiaries (the Company) as of December 31, 2021 and 2020, and the related

statements of income, comprehensive income, stockholders’ equity, and cash flows for years then ended, and the related notes (collectively

referred to as the financial statements).

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

position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years

then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of Creatd, Inc.

(the “Company”) as of December 31, 2022 and 2021, and the related statements of operations

and comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended

December 31, 2022, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its

operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles

generally accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements have been

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

As discussed in Note 3 to the financial statements, the Company had

a significant accumulated deficit, significant net loss and net cash used in operating activities that raise substantial doubt about its

ability to continue as a going concern.

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

The financial statements

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

Basis for Opinion

These financial

statements are the responsibility of the Company’s management.

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

financial statements based on our audits.

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

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

federal securities

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

our audits in accordance with the standards of the PCAOB.

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

assurance about whether the financial statements are free of material misstatement, whether due

to error or fraud.

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

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for

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

we express no such opinion.

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

and performing procedures that respond to those risks.

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

and disclosures in the financial statements.

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

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

We believe that our audits provide a reasonable

basis for our opinion.

These financial statements are the responsibility

of the Company’s management.

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

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

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

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

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

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

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

to perform, an audit of its internal control over financial reporting.

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

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

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

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

to those risks.

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

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

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit

matters communicated below are matters arising from the current period audit of the financial statements that were communicated or

required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the

financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical

audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating

the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to

which they relate.

INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS ● CENTER FOR AUDIT QUALITY ● PRIVATE COMPANIES PRACTICE SECTION ●

PRIME GLOBAL ● REGISTERED WITH THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD

ROSENBERG RICH BAKER BERMAN & COMPANY

To the Board of Directors and

Stockholders of

and Subsidiaries

Revenue Recognition

described in Note 2 to the consolidated financial statements, the Company recognizes revenue in accordance with FASB Accounting

Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”).

ASC 606 requires the Company to apply the

following steps:

(1) identify the contract with the customers;

(2) identify performance obligations in the contract;

(3) determine

the transaction price;

(4) allocate the transaction price to the performance obligations in the contract;

and (5) recognize revenue

when, or as, the Company satisfies the performance obligations.

For subscription

revenue recognized by the Company, the transaction price is reduced for consideration payable to customers.

Because such consideration

is paid to both customers and “freemium” subscribers, it requires significant estimates as to the allocation and timing of

these reductions in the transaction price.

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

the estimates.

How the Critical Matter Was Addressed in the Audit

The primary audit procedures we performed to address this

critical audit matter included:

● Gained detailed understanding of processes related to subscription revenue, including evaluation of

controls within the Company and the results of an audit of internal controls at the external payment processing organization.

● Verified the validity of customer payment data by testing the completeness and accuracy of the population

of customer payments and by subscriber type.

● Critically evaluated management’s estimated allocations based on supportable information, including

refined methodologies and estimates based on historical data for consideration paid to customers.

Evaluation of Variable Interest

Entities for Consolidation

in Note 2 to the consolidated financial statements, the Company’s management performs an ongoing assessment of its noncontrolling

interests from investments in unrelated entities to determine if those entities are variable interest entities (VIEs), and if so, whether

the Company is the primary beneficiary.

If an entity in such a transaction, by design, meets the definition of a VIE and the Company determines

that it, or a consolidated subsidiary is the primary beneficiary, the Company will include the VIE in its consolidated financial statements.

If such an entity is deemed to not be consolidated, the Company records only its investment in equity securities as a marketable security

or investment under the equity method, as applicable.

We identified management’s accounting for variable interest entities

as a critical audit matter because there is significant judgment required by management to evaluate the contractual arrangements under

the variable interest entity consolidation model.

Auditing such considerations involved especially challenging auditor judgment in evaluating

the appropriateness of the Company’s assessment and an increased audit effort.

ROSENBERG RICH BAKER BERMAN & COMPANY

To the Board of Directors and

Stockholders of

and Subsidiaries

How the Critical Matter Was Addressed in the Audit

The primary audit procedures we performed to address this

critical audit matter included:

● Evaluating the reasonableness and appropriateness of management’s evaluation of each VIE and determination

of primary beneficiary of the VIE through a decision-making workflow.

● Reading pertinent supporting organizational documents and agreements associated with each VIE and relevant business plans and documentation

to agree key terms with those used in management’s evaluation of each VIE.

● Performed corroborative interviews with personnel involved in each entity analyzed to determine the

business purpose of the transactions in the time frame the initial equity interests were acquired.

Rich Baker Berman , P.A.

The critical audit matters communicated below

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

the audit committee and that:

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

especially challenging, subjective, or complex judgments.

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

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

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

Goodwill and Finite-Lived Intangible Assets

Impairment Evaluation

As discussed in Note 2 to the financial statements,

management conducts a goodwill impairment assessment on an annual basis and when events or changes in circumstances indicate that the

carrying value of a reporting unit exceeds its fair value.

The fair value of a reporting unit is determined through the use of the income

approach using estimates of future cash flows attributable to the respective reporting units.

As a result of the annual impairment assessment,

the Company recognized approximately $1.4 million of goodwill impairment related to its reporting units.

Additionally, as discussed in Note 2 to the financial

statements, management evaluates the recoverability of acquired finite-lived intangible assets for possible impairment whenever events

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

Recoverability of these assets is measured by

a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from their use and eventual

As a result of the intangible asset impairment assessment, the Company recognized approximately $1.9 million of impairment

related to finite-lived intangible assets.

We identified the impairment of Goodwill and finite-lived

intangible assets as a critical audit matter because of significant judgments required by management to estimate the fair value, including

forecasted cash flows, revenue growth rates and expectations for operating expenses.

The Goodwill assessment also requires judgment related

to the discount rate utilized and other significant valuation assumptions.

This required a high degree of auditor judgment and an increased

extent of effort when performing audit procedures to evaluate the reasonableness of management’s cash flow estimates and the selection

of cash flow multiples used in the income approach for valuing Goodwill.

How the Critical Audit Matter Was Addressed

Our audit procedures related to the forecasts

of management’s estimates of future cash flows, the selection of cash flow multiples for the Company’s reporting units, and

the evaluation of the discount rate for Goodwill assessments included the following, among others:

– We obtained an understanding of the controls over the assessment of Goodwill and intangible asset impairment,

including those over qualitative assessments and the determination of fair value based on relevant cash flow forecasts.

– Tested the mathematical accuracy of the calculations and evaluated significant assumptions and the underlying

data used by the Company by performing procedures to test the projected revenues, projected direct costs, and projected operating expenses

by comparing them with the historical forecasted results of the respective entities’ operations, evaluating the feasibility of generating

revenues and cost-cutting strategies and assessing the impacts of internal and/or external economic factors.

– We used experienced personnel to evaluate the expertise, valuation assumptions and methodologies utilized

by valuation professionals with specialized skills and knowledge engaged by the Company, and critically evaluated management’s assumptions

used in the valuations.

As discussed in Note 2 to the financial statements,

inventories are stated at the lower of cost (first-in, first-out basis) or net realizable value and are periodically evaluated to identify

obsolete or otherwise impaired products and are written off when management determines usage is not probable.

The Company estimates the

balance of excess and obsolete inventory by analyzing inventory by age using last used and original purchase date and existing sales pipeline

for which the inventory could be used.

We identified the audit of inventory as a critical

audit matter for the following reasons based on different aspects of the audit of inventory.

(a) Existence of inventory – we encountered difficulty in gaining timely access to observe physical

inventory counts at multiple locations or confirm existence in other locations.

Certain counts could only be done virtually.

These factors

required the need for inventory roll back procedures, which were also complicated.

(b) Valuation of inventory – (1) The determination of the proper allocation of inventory value to unit

costs was complex and the Company lacked formal controls over this area;

(2) The determination of inventory obsolescence required significant

assumptions about expiration and spoilage or breakage.

How the Critical Audit Matter Was Addressed

Our audit procedures related to the testing the

existence and valuation of inventory included the following, among others:

– We obtained an understanding of the controls over inventory recognition, valuation and monitoring, including

those related to allocation of unit costs, inventory obsolescence, and tracking of remote inventories.

– Tested the mathematical accuracy of the calculations and evaluated significant assumptions and the underlying

data used by the Company in allocating unit costs by performing procedures to test the underlying value of inventory components in relation

to historical bill of materials and finished goods observed during inventory counts.

We also evaluated this information by performing

our own independent allocations of predicted unit costs and comparing to Company estimates.

– We critically evaluated the assumptions and methodology employed by the Company in evaluating inventory

obsolescence, including consideration of subsequent events, and assessing the reasonableness of estimates to historical data for spoilage

– During inventory observations, we required live counts, ensured that count procedures were prepared and

properly followed, the counting team member was adequately familiar with the inventory items to be counted, count locations were properly

identified and tracked accurately, and observed the contents of certain boxes and observed all sides of palleted items.

– We tested the verifiability of inventory reports and tested detailed transactions for the inventory roll

back procedures.

/s/ Rosenberg Rich Baker Berman, P.A.

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

Somerset, New Jersey

April 18, 2023

Consolidated Balance Sheets

5 unchanged sentences

Intangible assets

Marketable securities

Deposits and other assets

4 unchanged sentences

Accounts payable and accrued liabilities

Derivative liabilities

Convertible Notes, net of debt discount and issuance costs

8 unchanged sentences

Commitments and contingencies

Stockholders’ Equity

Series E Preferred stock, $ 0.001 par value, 500 and 7,738 shares issued and outstanding, respectively

Stockholders’ Equity (Deficit)

Preferred stock, $ 0.001 par value, 20,000,000 shares authorized

Series E Preferred stock, $ 0.001 par value, 8,000 shares authorized 450 and 500 shares issued and outstanding, respectively

Common stock par value $ 0.001 :

2 unchanged sentences

Additional paid in capital

Subscription receivable

Treasury stock, 93,373 and 5,657 shares, respectively

5 unchanged sentences

Stockholders’ Equity

( 11,751,350 )

Non-controlling interest in consolidated subsidiaries

Total Liabilities and Stockholders’ Equity

( 12,503,199 )

Total Liabilities and Stockholders’ Equity (Deficit)

The accompanying notes are an integral part

of these consolidated financial statements.

Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Loss

For the Year Ended

Net revenue (related party of $ 80,000 and $ 0 )

and development

based compensation

and administrative

Cost of revenue

Gross margin (loss)

( 1,312,732 )

( 1,000,320 )

Operating expenses

from operations

income (expenses)

of debt discount and issuance cost

in derivative liability

of investment

of debt security

of vendor liabilities

on marketable securities

(loss) on extinguishment of debt

on forgiveness of debt

expenses, net

before income tax provision and equity in net loss from unconsolidated investments

in net loss from equity method investment Income tax provision

Non-controlling

interest in net loss

Loss attributable to Creatd, Inc.

loss attributable to common shareholders

Comprehensive

translation gain (loss)

Comprehensive

and diluted loss per share

average number of common shares outstanding

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

Statement of Changes in Stockholders’ Equity (Deficit)

the Years Ended December 31, 2021 and 2020

E Preferred Stock

Non-Controlling

Comprehensive

Stockholders’

December 31, 2019

Research and development

Stock based compensation

Impairment of goodwill

Impairment of intangible assets

General and administrative

Total operating expenses

Loss from operations

( 29,031,112 )

( 33,368,720 )

Other income (expenses)

Interest expense

Accretion of debt discount and issuance cost

( 4,668,039 )

issued with notes payable

based compensation

issued to settle vendor liabilities

of warrants to stock

of options to stock

warrants issued with note payable

of Treasury stock

of treasury stock

of intrinsic value of beneficial conversion features – convertible notes

received for common stock and warrants

received for preferred series E and warrants

stock and warrants issued upon conversion of notes payable

stock and warrants issued upon extinguishment of notes payable

currency translation adjustments

( 3,612,669 )

loss for the year ended December 31, 2020

Derivative expense

Change in derivative liability

( 1,096,287 )

Impairment of investment

Settlement of vendor liabilities

Loss on marketable securities

Gain (loss) on extinguishment of debt

Gain on forgiveness of debt

Other income (expenses), net

( 6,645,203 )

December 31, 2020

( 4,010,433 )

based compensation

Loss before income tax provision

( 35,676,315 )

( 37,379,153 )

Income tax provision

( 35,676,315 )

( 37,379,153 )

Non-controlling interest in net loss

Net Loss attributable to Creatd, Inc.

( 32,293,271 )

( 37,292,902 )

Deemed dividend

( 4,216,528 )

Net loss attributable to common shareholders

$ ( 36,509,799 )

$ ( 37,703,652 )

Comprehensive loss

( 35,676,315 )

( 37,379,153 )

Currency translation loss

Comprehensive loss

$ ( 35,738,226 )

$ ( 37,420,191 )

Per-share data

Basic and diluted loss per share

Weighted average number of common shares outstanding

The accompanying notes are an integral part

of these consolidated financial statements.

Consolidated Statement of Changes in Stockholders’

Equity (Deficit)

For the Years Ended December 31, 2022 and

Preferred Stock

Non-Controlling

Comprehensive

Stockholders’

January 1, 2021

issued for prepaid services

2 unchanged sentences

of warrants to stock

received for common stock and warrants

received for preferred series E and warrants

Cash received

for common stock and warrants

Cash received

for preferred series E and warrants

of preferred series E to stock

warrants issued with note payable

Stock warrants

issued with note payable

issued for acquisition

currency translation adjustments

loss for the year months ended December 31, 2021

( 37,292,902 )

for the year months ended December 31, 2021

December 31, 2021

( 109,632,574

of preferred series E to stock

issued to settle vendor liabilities

issued for prepaid services

issued for in process research and development

with note payable

warrants to stock

of treasury stock

Stock warrants

issued with note payable

Cash received for common stock and warrants, net of $ 190,000 of issuance costs

with note payable

stock issued upon conversion of notes payable

currency translation adjustments

Sale of non-controlling interest in OG Collection Inc.

Deemed Dividends

for the year ended December 31, 2022

December 31, 2022

( 146,142,373

The accompanying notes are an integral part of

these consolidated financial statements.

Consolidated Statements of Cash Flows

For the Year Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 35,676,315 )

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

Statements of Cash Flows

CASH FLOWS FROM OPERATING

$ ( 37,379,153 )

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

Depreciation and amortization

Impairment of investment

Impairment of intangible assets

Impairment of goodwill

impairment of ROU

Accretion of debt discount and issuance cost

Share-based compensation

Shares issued for in process research and development

Bad debt expense

(Gain) loss on extinguishment of debt

( 1,304,677 )

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

and amortization

of investments

of intangible assets

of debt discount and issuance cost

in fair value of derivative liabilities

Settlement of vendor liabilities

Change in fair value of derivative liability

Derivative Expense

Loss on marketable securities

Non cash lease expense

Reserve for obsolete inventory

Equity interest granted for other income

Equity in net loss from unconsolidated investment

Changes in operating assets and liabilities:

Prepaid expenses

Accounts receivable

Deposits and other assets

Deferred revenue

Accounts payable and accrued expenses

Operating lease liability

Net Cash Used In Operating Activities

( 16,805,429 )

on marketable securities

on Forgiveness of debt

of vendor liabilities

in fair value of derivative liability

loss on extinguishment of debt

( 20,518,807 )

cash lease expense

interest granted for other income

in net loss from unconsolidated investment

in operating assets and liabilities:

and other assets

payable and accrued expenses

lease liability

Cash Used In Operating Activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash paid for property and equipment

Cash paid for minority investment in business

Cash paid for equity method investment

Cash paid for investments in marketable securities

Sale of marketable securities

Cash received from the Sale of non-controlling interest in OG Collection Inc.

Cash consideration for acquisition

Purchases of digital assets

Sale of digital assets

Net Cash Provided By (Used In) Investing Activities

( 1,168,123 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from the exercise of warrant

Net proceeds from issuance of notes

Repayment of notes

( 2,830,382 )

FLOWS FROM INVESTING ACTIVITIES:

of note receivable

paid for property and equipment

paid for minority investment in business

paid for equity method investment

paid for investments in marketable securities

of marketable securities

consideration for acquisition

of digital assets

Cash Used In Investing Activities

Proceeds from issuance of convertible note

Repayment of convertible notes

( 1,863,315 )

FLOWS FROM FINANCING ACTIVITIES:

from the exercise of warrant

proceeds from issuance of notes

from issuance of demand loan

of demand Loan

from issuance of convertible note

of convertible notes

Repayment of note payable - related party

Proceeds from issuance of common stock and warrants

Cash received for preferred series E and warrants

Purchase of treasury stock

Net Cash Provided By Financing Activities

Effect of exchange rate changes on cash

Net Change in Cash

( 3,088,510 )

from issuance of convertible notes - related party

from issuance of note payable - related party

of note payable - related party

from issuance of common stock and warrants

received for preferred series E and warrants

of treasury stock and warrants

Cash Provided By Financing Activities

of exchange rate changes on cash

Change in Cash

( 4,112,053 )

- Beginning of Year

- End of year

SUPPLEMENTARY

CASH FLOW INFORMATION:

Paid During the Year for:

SUPPLEMENTARY

DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

of vendor liabilities

of marketable debt securities into equity securities

conversion feature on convertible notes

issued with debt

of common stock for prepaid services

of Treasury stock

of note payable and interest into convertible notes

of Demand loan into notes payable

offering costs

stock and warrants issued upon conversion of notes payable

issued for acquisition

of note payable and interest into convertible notes

of ROU asset related to re-measurement of lease liability

of promissory notes from Australian R&D credits

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

to the Consolidated Financial Statements

1 – Organization and Operations

Inc., formerly Jerrick Media Holdings, Inc.

(“we,” “us,” the “Company,” or “Creatd”),

is a technology company focused on providing economic opportunities for creators, which it accomplishes through its four main business

Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios.

Creatd’s flagship product, Vocal, delivers a robust

long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content.

Through Creatd’s proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers

access to target markets that most closely match their interests.

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

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

Cash - Beginning of period

Cash - End of period

SUPPLEMENTARY CASH FLOW INFORMATION:

Cash Paid During the Year for:

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Settlement of vendor liabilities

Beneficial conversion feature on convertible notes

Warrants issued with debt

Shares issued with debt

Issuance of common stock for prepaid services

Recognition of Right-of-use asset and corresponding operating lease liability

Deferred offering costs

Common stock and warrants issued upon conversion of notes payable

Shares issued for acquisition

Reduction of ROU asset related to re-measurement of lease liability

Repayment of promissory notes from Australian R&D credits

The accompanying notes

are an integral part of these consolidated financial statements.

December 31, 2022

Notes to the Consolidated Financial Statements

Note 1 – Organization and Operations

Creatd, Inc., formerly Jerrick Media Holdings,

(“we,” “us,” the “Company,” or “Creatd”), is a technology company focused on providing

economic opportunities for creators, which it accomplishes through its four main business pillars:

Creatd Labs, Creatd Partners, Creatd

Ventures, and Creatd Studios.

Creatd’s flagship product, Vocal, delivers a robust long-form, digital publishing platform organized

into highly engaged niche-communities capable of hosting all forms of rich media content.

Through Creatd’s proprietary algorithm

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

closely match their interests.

The Company was originally incorporated under

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

The Company changed its name on December 3, 2013 to Great

Plains Holdings, Inc.

as part of its plan to diversify its business.

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

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

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

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

GTPH acquired, pursuant to the Merger, all of

the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”),

pro-rata, a total of 475,000 shares of GTPH’s common stock.

In connection therewith, GTPH acquired 33,415 shares of Jerrick’s

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

Stock (the “Jerrick Series B Preferred”).

connection with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”),

pursuant to which Mr.

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

company, and (ii) all of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 39,091 shares

of GTPH’s Common Stock held by Mr.

On February 5, 2016 (the “Closing Date”),

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

Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), entered into an Agreement and Plan of Merger

(the “Merger”) pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving as a wholly-owned

subsidiary of GTPH (the “Merger”).

GTPH acquired, pursuant to the Merger, all of the outstanding capital stock of Jerrick

in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”), pro-rata, a total of 475,000 shares

of GTPH’s common stock.

In connection therewith, GTPH acquired 33,415 shares of Jerrick’s Series A Convertible Preferred

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

Series B Preferred”).

In connection with the Merger, on the Closing

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

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

interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 39,091 shares of GTPH’s Common Stock

In addition, Mr.

Campbell assumed all debts, obligations and liabilities of GTPH,

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

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

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

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

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

Campbell assumed all debts, obligations and liabilities of GTPH, including any existing prior to

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

Upon closing of the Merger on February 5, 2016,

the Company changed its business plan to that of Jerrick.

Effective February 28, 2016, GTPH entered into

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

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

its name to Jerrick Media Holdings, Inc.

to better reflect its new business strategy.

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

company (“Seller’s Choice”).

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

September 9, 2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our name

to “Creatd, Inc.”, which became effective on September 10, 2020.

June 4, 2021, the Company acquired 89 % of the membership interests of Plant Camp, LLC, a Delaware limited liability company (“Plant

Camp”), which the Company subsequently rebranded as Camp.

Plant Camp is a direct-to-consumer (DTC) food brand which creates healthy

upgrades to classic comfort food favorites.

The results of Plant Camp’s operations have bene included since the date of acquisition

On September 11, 2019, the Company acquired 100 %

of the membership interests of Seller’s Choice, LLC, a New Jersey limited liability company (“Seller’s Choice”),

a digital e-commerce agency.

On September 9,

2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our name to “Creatd,

Inc.”, which became effective on September 10, 2020.

On June 4, 2021, the Company acquired 89 %

of the membership interests of Plant Camp, LLC, a Delaware limited liability company (“Plant Camp”), which the Company subsequently

rebranded as Camp.

Camp is a direct-to-consumer (DTC) food brand which creates healthy upgrades to classic comfort food favorites.

results of Plant Camp’s operations have been included since the date of acquisition in the Statements of Operations.

On July 20, 2021, the Company acquired 44 %

of the membership interests of WHE Agency, Inc.

WHE Agency, Inc, is a talent management and public relations agency based in New York

WHE has been consolidated due to the Company’s ownership of 55 % voting control, and the results of operations

have been included since the date of acquisition in the Statements of Operations.

Between October 21, 2020, and August 16, 2021,

the Company acquired 21 % of the membership interests of Dune, Inc.

is a direct-to-consumer brand focused on promoting

wellness through its range of health-oriented beverages.

On October 3, 2021, the Company acquired an

additional 29 % of the membership interests of Dune, Inc., bringing our total membership interests to 50 %.

Dune, Inc., has been consolidated

due to the Company’s ownership of 50 % voting control, and the results of operations have been included since the date of acquisition

in the Statements of Operations.

July 20, 2021, the Company acquired 44 % of the membership interests of WHE Agency, Inc,.

WHE Agency, Inc, is a talent management and

public relations agency based in New York.

WHE Agency, Inc, has been consolidated due to the Company’s ownership of 55 % voting

control, and the results of operations have been included since the date of acquisition in the Statements of Operations.

August 16, 2021, the Company acquired 16 % of the membership interests of Dune, Inc.

bring our total membership interests to 21 %.

October 3, 2021, the Company acquired 29 % of the membership interests of Dune, Inc.

bring our total membership interests to 50 %.

is a direct-to-consumer brand focused on promoting wellness through its range of health-oriented beverages.

Dune, Inc, has been consolidated due to the Company’s ownership

of 50 % voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations.

2 – Significant Accounting Policies and Practices

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

and their application.

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

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

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

The Company’s significant and critical accounting

policies and practices are disclosed below as required by the accounting principles generally accepted in the United States of America.

of Estimates and Critical Accounting Estimates and Assumptions

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the

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

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

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

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

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

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

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

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

in facts and circumstances, historical experience and reasonable assumptions.

After such evaluations, if deemed appropriate, those estimates

are adjusted accordingly.

The Company uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful

accounts, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of intellectual property.

the fourth quarter of 2021, management changed its estimates for cost of revenues.

This change in estimates did not result in a change

to loss from operations or net loss.

results could differ from those estimates.

2021, we adopted a change in presentation on our Consolidated Statements of Comprehensive Loss in order to present a gross profit line

and allocate certain overhead expenses, the presentation of which is consistent with our peers.

Under the new presentation, we began

allocating overhead expenses related to cost of goods sold.

Prior periods have been revised to reflect this change in presentation.

of consolidation

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

of December 31, 2021, the Company’s consolidated subsidiaries and/or entities are as follows:

of combined affiliate

On March 7, 2022, the Company acquired 100 %

of the membership interests of Denver Bodega, LLC, d/b/a Basis, a Colorado limited liability company (“Basis”).

direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid hydration.

Denver Bodega, LLC has been consolidated

due to the Company’s ownership of 100 % voting control, and the results of operations have been included since the date of acquisition

in the Statement of Operations.

On August 1, 2022, the Company acquired 51 %

of the membership interests of Orbit Media LLC, a New York limited liability company.

Orbit is a app-based stock trading platform designed

to empower a new generation of investors.

Orbit has been consolidated due to the Company’s ownership of 51 % voting control,

and the results of operations have been included since the date of acquisition in the Statement of Operations.

On September 13, 2022, the Company acquired 100 %

of the membership interests of Brave Foods, LLC, a Maine limited liability company.

Brave is a plant-based food company that provides

convenient and healthy breakfast food products.

Brave Foods, LLC has been consolidated due to the Company’s ownership of 100 %

voting control, and the results of operations have been included since the date of acquisition in the Statement of Operations.

On December 13, 2022, an investor entered into

a Subscription Agreement whereby it purchased from OG Collection, Inc., a subsidiary of the Company (“OG”), 150,000 shares

of common stock of OG for a purchase price of $ 750,000 , and, in connection therewith OG, the Company, and the Investor entered into a

Shareholder Agreement.

Note 2 – Significant Accounting Policies

and Practices

Management of the Company is responsible for the

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

Critical accounting

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

and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about

the effects of matters that are inherently uncertain.

The Company’s significant and critical accounting policies and practices are

disclosed below as required by the accounting principles generally accepted in the United States of America.

Use of Estimates and Critical Accounting

Estimates and Assumptions

The preparation of financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during

the reporting periods.

These significant accounting estimates or assumptions

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

or assumptions are difficult to measure or value.

Management bases its estimates on historical experience

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

the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent

from other sources.

Management regularly evaluates the key factors

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

experience and reasonable assumptions.

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

uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful accounts, stock-based compensation, income

tax provisions, excess and obsolete inventory reserve, and impairment of intellectual property.

Actual results could differ from those estimates.

Principles of consolidation

The Company consolidates all majority-owned subsidiaries,

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

As of December 31, 2022, the Company’s consolidated

subsidiaries and/or entities are as follows:

Name of combined affiliate

State or other

jurisdiction of

1 unchanged sentence

or organization

Collection LLC

For Brands, LLC

inter-company balances and transactions have been eliminated.

Jerrick Ventures LLC

Abacus Tech Pty Ltd

Creatd Ventures LLC

OG Collection, Inc.

Orbit Media LLC

WHE Agency, Inc.

As of December 31, 2022, Creatd Ventures, LLC

(formerly Creatd Partners, LLC) is operating three DBAs for Brave Foods, Plant Camp, and Basis (formerly Denver Bodega, LLC).

All other previously consolidated subsidiaries

have been dissolved.

All inter-company balances and transactions have

been eliminated.

The consolidated financial statements include Denver Bodega, LLC activity since March 7, 2022, Orbit Media LLC activity

since August 1, 2022, and Brave Foods, LLC activity since September 13, 2022.

Variable Interest Entities

Management performs an ongoing assessment of its noncontrolling interests

from investments in unrelated entities to determine if those entities are variable interest entities (VIEs), and if so, whether the Company

is the primary beneficiary.

If an entity in such a transaction, by design, meets the definition of a VIE and the Company determines that

it, or a consolidated subsidiary is the primary beneficiary, the Company will include the VIE in its consolidated financial statements.

If such an entity is deemed to not be consolidated, the Company records only its investment in equity securities as a marketable security

or investment under the equity method, as applicable

Value of Financial Instruments

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

1 – quoted prices in active markets for identical investments

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

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

Company’s Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, prepaid

and other current assets, line of credit and due to related parties.

Management believes the estimated fair value of these accounts at

December 31, 2021 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments

or the use of market interest rates for debt instruments.

Company’s Level 2 assets/liabilities include certain of the Company’s notes payable and capital lease obligations.

carrying value approximates their fair values based upon a comparison of the interest rate and terms of such debt given the level of

risk to the rates and terms of similar debt currently available to the Company in the marketplace.

Company’s Level 3 assets/liabilities include goodwill, intangible assets, marketable debt securities, equity investments at

cost, and derivative liabilities.

Inputs to determine fair value are generally unobservable and typically reflect management’s

estimates of assumptions that market participants would use in pricing the asset or liability.

The fair values are therefore determined

using model-based techniques, including option pricing models and discounted cash flow models.

Unobservable inputs used in the models

are significant to the fair values of the assets and liabilities.

following tables provides a summary of the relevant assets and liabilities that are measured at fair value on recurring basis:

Value Measurements as of

Liabilities in

securities - debt securities

Value Measurements as of

Management performs an ongoing assessment of its

noncontrolling interests from investments in unrelated entities to determine if those entities are variable interest entities (VIEs),

and if so, whether the Company is the primary beneficiary.

If an entity in such a transaction, by design, meets the definition of a VIE

and the Company determines that it, or a consolidated subsidiary is the primary beneficiary, the Company will include the VIE in its consolidated

financial statements.

If such an entity is deemed to not be consolidated, the Company records only its investment in equity securities

as a marketable security or investment under the equity method, as applicable.

Fair Value of Financial Instruments

The fair value measurement disclosures are grouped

into three levels based on valuation factors:

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)

Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments)

The Company’s Level 1 assets/liabilities

include cash, accounts receivable, marketable trading securities, accounts payable, marketable trading securities, prepaid and other current

assets, line of credit and due to related parties.

Management believes the estimated fair value of these accounts at December 31, 2022

approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market

interest rates for debt instruments.

The Company’s Level 2 assets/liabilities

include certain of the Company’s notes payable.

Their carrying value approximates their fair values based upon a comparison of the

interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company

in the marketplace.

The Company’s Level 3 assets/liabilities

include goodwill, intangible assets, equity investments at cost, and derivative liabilities.

Inputs to determine fair value are generally

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

or liability.

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

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

The following tables provide a summary of the

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

Fair Value Measurements as of

December 31, 2021

Liabilities in

securities - debt securities

following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on

recurring basis as of December 31, 2021 and 2020:

securities - debt securities

Discounted cash flow analysis

Expected cash flows from the investment

Monte Carlo simulations and Binomial model

Risk free rate Expected volatility;

following tables provides a summary of the relevant assets that are measured at fair value on non-recurring basis:

Value Measurements as of

Marketable securities - debt securities

Derivative liabilities

Total Liabilities

Fair Value Measurements as of

December 31, 2022

in Active Markets

investments, at cost

Value Measurements as of

Liabilities in

investments, at cost

following table shows the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on non-recurring basis

as of December 31, 2021:

Valuation Methodology

Unobservable Inputs

investments, at cost

Qualitative assessment per ASC 321-10-35

Qualitative factors

Company recognizes impairment on loans or notes receivable (that do not meet the definition of a debt security) when it is probable that

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

estimated based on the present value of expected cash flows.

change in net realized depreciation on equity trading securities that has been included in other expenses for the year ended December

31, 2021 and 2020 was $ 0 and $( 7,453 ), respectively.

Company valued the initial value of debt securities, which are investments in convertible notes receivable, by assessing the separate

values of the debt and equity components for similar instruments convertible into private company equity (Level 3).

The investment was

initially measured at cost, which was determined to approximate fair value due to the lack of marketability of the conversion shares

underlying these convertible instruments and the expected recoverability of the note principal.

The key assumption affecting the level

3 fair values would be observable price changes to the equity investments.

The Company monitors for impairment indicators at each balance

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

times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) or Financial Claims Scheme (“FCS”)

insurable limits .

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

As of December 31, 2021 and 2020, cash amounts

in excess of $ 250,000 were not fully insured.

The uninsured cash balance as of December 31, 2021 and 2020, was approximately $ 2.7 million

and $ 7.7 million, respectively.

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

Concentration

of Credit Risk and Other Risks and Uncertainties

Company provides credit in the normal course of business.

The Company maintains allowances for credit losses on factors surrounding the

credit risk of specific customers, historical trends, and other information.

Company operates in Australia and holds total assets of $ 675,024 that are considered to be reasonably possible that operations located

outside an entity’s home country will be disrupted in the near term.

and Equipment

and equipment are recorded at cost.

Expenditures for major additions and betterments are capitalized.

Maintenance and repairs are charged

to operations as incurred.

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

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

equipment and software

sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain

or loss is reflected in the consolidated statements of operations.

Assets Including Goodwill and Other Acquired Intangible Assets

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

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

The evaluation is performed at the lowest level

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

Recoverability of these

assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate

from the use and eventual disposition.

If such review indicates that the carrying amount of property and equipment and intangible assets

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

During the year ended December 31, 2021 and 2020, the

Company recorded an impairment charge of $ 688,127.00 and $ 0 , respectively for intangible assets.

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

We routinely review

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

If we change the estimated useful

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

The remaining weighted average life of the intangible assets are 7.26 years.

amortization over the next five years are as follows:

Marketable securities - equity securities

Our marketable equity securities are publicly

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

value hierarchy.

Marketable equity securities as of December 31, 2022 and 2021 are $ 0 .

The change in net realized depreciation on equity

trading securities that have been included in other expenses for the year ended December 31, 2022 and 2021 was $ 11,742 and $ 0 , respectively.

The following table sets forth a summary of the

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

As of January 1, 2021

Purchase of marketable securities

Interest due at maturity

Other than temporary impairment

Conversion of marketable securities

December 31, 2021 and 2022

The following are the changes in the derivative

liabilities during the years ended December 31, 2022 and 2021.

December 31, 2022 and 2021

Derivative liabilities as January 1, 2021

Extinguishment

Conversion to Note payable - related party

( 1,124,301 )

Changes in fair value

Derivative liabilities as December 31, 2021

Changes in fair value

Extinguishment

Derivative liabilities as December 31, 2022

The following tables provide a summary of the

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

Fair Value Measurements as of

December 31, 2021

in Active Markets

Equity investments, at cost

Intangible assets

Fair Value Measurements as of

December 31, 2022

in Active Markets

Equity investments, at cost

Intangible assets

Cash Equivalents

The Company considers all highly liquid investments

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

At times, cash balances may exceed the Federal

Deposit Insurance Corporation (“FDIC”) or Financial Claims Scheme (“FCS”) insurable limits.

The Company has never

experienced any losses related to these balances.

The uninsured cash balance as of December 31, 2022, was $ 308,474 .

The Company does not

believe it is exposed to significant credit risk on cash and cash equivalents.

Concentration of Credit Risk and Other Risks

and Uncertainties

The Company provides credit in the normal course

The Company maintains allowances for credit losses on factors surrounding the credit risk of specific customers, historical

trends, and other information.

The Company operates in Australia and holds total

assets of $ 700,268 .

It is reasonably possible that operations located outside an entity’s home country will be disrupted in

the near term.

Property and Equipment

Property and equipment are recorded at cost.

for major additions and betterments are capitalized.

Maintenance and repairs are charged to operations as incurred.

Depreciation is computed

by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of

the respective assets as follows:

Computer equipment and software

Furniture and fixtures

Leasehold Improvements

Upon sale or retirement of property and equipment,

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

of operations.

Long-lived Assets Including Acquired Intangible

We evaluate the recoverability of property and equipment, acquired

finite-lived intangible assets and, purchased infinite life digital assets for possible impairment whenever events or circumstances indicate

that the carrying amount of such assets may not be recoverable.

The evaluation is performed at the lowest level for which identifiable

cash flows are largely independent of the cash flows of other assets and liabilities.

Recoverability of these assets is measured by a

comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual

Digital assets accounted for as intangible assets are subject to impairment losses if the fair value of digital assets decreases

other than temporarily below the carrying value.

The fair value is measured using the quoted price of the crypto asset at the time its

fair value is being measured.

If such review indicates that the carrying amount of property and equipment and intangible assets is not

recoverable, the carrying amount of such assets is reduced to fair value.

During the year ended December 31, 2022, the Company recorded

an impairment charge of $ 2,043,111 for intangible assets.

During the year ended December 31, 2021, the Company recorded an impairment

charge of $ 688,127 for intangible assets.

Acquired finite-lived intangible assets are amortized

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

We routinely review the remaining estimated useful lives of property

and equipment and finite-lived intangible assets.

If we change the estimated useful life assumption for any asset, the remaining unamortized

balance is amortized or depreciated over the revised estimated useful life.

The remaining weighted average life of the intangible assets

is 8 .06 years.

Scheduled amortization over the next five years are as follows:

Twelve months ending December 31,

is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles - Goodwill and

Other - Testing Indefinite-Lived Intangible Assets for Impairment” (“ASC Topic 350”).

The Company tests goodwill for

impairment on an annual basis as of the last day of the Company’s fiscal December each year or more frequently if events occur

or circumstances change indicating that the fair value of the goodwill may be below its carrying amount.

The Company has four reporting

The Company uses an income-based approach to determine the fair value of the reporting units.

This approach uses a discounted

cash flow methodology and the ability of our reporting units to generate cash flows as measures of fair value of our reporting units.

the year ended December 31, 2021, the Company completed its annual impairment test of goodwill.

The Company performed the qualitative

assessment as permitted by ASC 350-20 and determined for three of its reporting units that the fair value of those reporting units was

more likely than not greater than their carrying value, including Goodwill.

However, based on this qualitative assessment, the Company

determined that the carrying value of the Seller’s Choice reporting unit was more likely than not greater than its carrying value,

including Goodwill.

Based on completion of the annual impairment test, the Company recorded an impairment charge of $ 1,035,795 for goodwill.

following table sets forth a summary of the changes in goodwill for the years ended December 31, 2020 and 2021.

As of January 1, 2020 and 2021

Goodwill acquired in a business

Intangible assets not subject to amortization

Total Intangible Assets

Amortization expense was $ 483,484 and

$ 348,186 for the year ended December 31, 2022 and 2021, respectively.

Goodwill is not amortized but is subject to periodic

testing for impairment in accordance with ASC Topic 350 “Intangibles – Goodwill and Other – Testing Indefinite-Lived

Intangible Assets for Impairment” (“ASC Topic 350”).

The Company tests goodwill for impairment on an annual basis as

of the last day of the Company’s fiscal December each year or more frequently if events occur or circumstances change indicating

that the fair value of the goodwill may be below its carrying amount.

The Company uses an income-based approach to determine the fair

value of the reporting units.

This approach uses a discounted cash flow methodology and the ability of our reporting units to generate

cash flows as measures of fair value of our reporting units.

During the year ended December 31, 2022 and 2021, the Company completed

its annual impairment tests of goodwill.

The Company performed the qualitative assessment as permitted by ASC 350-20 and determined for

one of its reporting units that the fair value of that reporting unit was more likely than not greater than its carrying value, including

However, based on this qualitative assessment, the Company determined that the carrying value of the Denver Bodega, Dune, Plant

Camp and, WHE Agency reporting units was more likely than not greater than their carrying value, including Goodwill.

Based on the completion

of the annual impairment tests, the Company recorded an impairment charge of $ 1,433,815 and $ 1,035,795 for goodwill for the years ended

December 31 2022 and 2021, respectively.

The following table sets forth a summary of the

changes in goodwill for the years ended December 31, 2021 and 2022.

As of January 1, 2021

Goodwill acquired in a business combination

Impairment of goodwill

1 unchanged sentence

As of December 31, 2021

securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities

and are reported at fair value, with unrealized gains and losses recognized in earnings.

Debt securities not classified as held-to-maturity

or as trading are classified as available-for-sale, and are carried at fair market value, with the unrealized gains and losses, net of

tax, included in the determination of comprehensive income and reported in stockholders’ equity.

Company accounts for its investments in available-for-sale debt securities, in accordance with sub-topic 320-10 of the FASB ASC (“Sub-Topic

Accrued interest on these securities is included in fair value and amortized cost.

to Paragraph 320-10-35, investments in debt securities that are classified as available for sale shall be measured subsequently at fair

value in the statement of financial position.

Unrealized holding gains and losses for available-for-sale securities (including those

classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized.

Company follows FASB ASC 320-10-35 to assess whether an investment in debt securities is impaired in each reporting period.

An investment

in debt securities is impaired if the fair value of the investment is less than its amortized cost.

If the Company intends to sell the

debt security (that is, it has decided to sell the security), an other-than-temporary impairment shall be considered to have occurred.

If the Company more likely than not will be required to sell the security before recovery of its amortized cost basis or it otherwise

does not expect to recover the entire amortized cost basis of the security, an other-than-temporary impairment shall be considered to

have occurred.

The Company considers the expected cash flows from the investment based on reasonable and supportable forecasts as well

as several other factors to estimate whether a credit loss exists.

If the Company intends to sell the security or more likely than not

will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary

impairment shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its

fair value at the balance sheet date.

following table sets forth a summary of the changes in marketable securities - available-for-sale debt securities that are measured at

fair value on a recurring basis:

Goodwill acquired in business combinations

Impairment of goodwill

( 1,433,815 )

As of December 31, 2022

Marketable securities that are bought and held

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

unrealized gains and losses recognized in earnings.

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

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

of comprehensive income and reported in stockholders’ equity.

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

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

Accrued interest on these securities

is included in fair value and amortized cost.

Pursuant to Paragraph 320-10-35, investments in

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

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

from earnings and reported in other comprehensive income until realized.

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

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

An investment in debt securities is impaired if the fair

value of the investment is less than its amortized cost.

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

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

If the Company more likely than not will

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

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

The Company considers the expected

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

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

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

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

The following table sets forth a summary of the

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

As of January 1, 2021

Purchase of marketable

Purchase of marketable securities

Interest due at maturity

Other than temporary impairment

of marketable securities

of December 31, 2020

of marketable securities

due at maturity

than temporary impairment

of marketable securities

invest in debt securities.

Our investments in debt securities are subject to interest rate risk.

To minimize the exposure due to an

adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average

maturity of one year or less.

As of December 31, 2021, all of our investments had maturities between one and three years.

marketable debt security investments are evaluated for impairment if events or circumstances arise that indicate that the carrying

amount of such assets may not be recoverable.

During the years ended December 31, 2021 and 2020, the Company recognized a $ 62,733

and $ 50,000 respectively from the impairment of the debt security.

following table sets forth a summary of the changes in equity investments, at cost that are measured at fair value on a non-recurring

Conversion of marketable securities

December 31, 2021 and 2022

We invest in debt securities.

Our investments

in debt securities are subject to interest rate risk.

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

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

As of December 31, 2021,

all of our investments had maturities between one and three years .

The marketable debt security investments are evaluated for impairment

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

During the years ended

December 31, 2021, the Company recognized a $ 62,733 from the impairment of the debt security.

The following table sets forth a summary of the

changes in equity investments, at cost that are measured at fair value on a non-recurring basis:

As of January 1, 2021

Purchase of equity

of marketable securities

of December 31, 2020

of equity investments

than temporary impairment

to equity method investments

of December 31, 2021

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

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

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

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

indicators that the Company considered included the following:

a) a significant deterioration in the earnings performance, credit rating,

asset quality or business prospects of the investee;

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

Purchase of equity investments

Other than temporary impairment

Conversion to equity method investments

As of December 31, 2021

Purchase of equity investments

Other than temporary impairment

Conversion to equity method investments

As of December 31, 2022

The Company has elected to measure its equity

securities without a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable

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

An election to measure an equity security

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

The Company performed a qualitative assessment

considering impairment indicators to evaluate whether these investments were impaired.

Impairment indicators that the Company considered

included the following:

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

of the investee;

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

the investee operates;

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

e) factors that raise significant

concerns about the investee’s ability to continue as a going concern.

During the year ended December 31, 2021 the Company recognized

a $ 102,096 impairment of the equity security.

Method Investments

in unconsolidated entities over which we have significant influence are accounted for under the equity method of accounting.

equity method of accounting, the Company does not consolidate the investment’s financial statements within its consolidated financial

Equity method investments are initially recorded at cost, then our proportional share of the underlying net income or loss

is recorded as equity in net loss from equity method investments in our statement of operations, with a corresponding increase or decrease

to the carrying value of the investment.

Distributions received from the investee reduce our carrying value of the investment and are

recorded in the consolidated statements of cash flows using the cumulative earnings approach.

These investments are evaluated for impairment

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

There were indicators

of impairment related to our equity method investments for the year ended December 31, 2021.

During the year ended December 31, 2021,

the Company recorded an impairment charge of $ 487,365 for investments.

and Contingencies

Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies.

Certain conditions may exist as of the date the

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

more future events occur or fail to occur.

The Company assesses such contingent liabilities, and such assessment inherently involves

an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted

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

as well as the perceived merits of the amount of relief sought or expected to be sought therein.

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

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

If the assessment

indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,

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

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

currency denominated assets and liabilities are translated into U.S.

dollars using the exchange rates in effect at our Consolidated Balance

Results of operations and cash flows are translated using the average exchange rates throughout the periods.

of exchange rate fluctuations on the translation of assets and liabilities is included as a component of stockholders’ equity in

accumulated other comprehensive income.

Gains and losses from foreign currency transactions, which are included in operating expenses,

have not been significant in any period presented.

Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as

derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards

Codification.

The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance

sheet date and recorded as either an asset or a liability.

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

fair value is recorded in the consolidated statement of operations as other income or expense.

Upon conversion, exercise or cancellation

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

fair value is reclassified to equity.

circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other

embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments

are accounted for as a single, compound derivative instrument.

classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed

at the end of each reporting period.

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

are reclassified to liability at the fair value of the instrument on the reclassification date.

Derivative instrument liabilities will

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

is expected within 12 months of the balance sheet date.

Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether

an instrument (or an embedded feature) is indexed to the Company’s own stock.

Section 815-40-15 provides that an entity should

use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock,

including evaluating the instrument’s contingent exercise and settlement provisions.

The Company changed its method of accounting

for the debt and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017, on a retrospective

Company utilizes a Monte Carlo simulation model for the make whole feature and a binomial option model for convertible notes that have

an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value

of the derivative at each balance sheet date.

The inputs utilized in the application of the Monte Carlo model included a starting stock

price, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, drift, and a risk-free

The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each

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

The Company records the change

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

and Handling Costs

Company classifies freight billed to customers as sales revenue and the related freight costs as cost or revenue.

Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects

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

determine revenue recognition through the following steps:

identification

of the contract, or contracts, with a customer;

identification

of the performance obligations in the contract;

determination

of the transaction price.

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

c) a significant

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

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

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

ability to continue as a going concern.

During the years ended December 31, 2022 and 2021 the Company recognized a $ 50,000 and $ 102,096

impairment of the equity security respectively.

Equity Method Investments

Investments in unconsolidated entities over which

we have significant influence are accounted for under the equity method of accounting.

Under the equity method of accounting, the Company

does not consolidate the investment’s financial statements within its consolidated financial statements.

Equity method investments

are initially recorded at cost, then our proportional share of the underlying net income or loss is recorded as equity in net loss from

equity method investments in our statement of operations, with a corresponding increase or decrease to the carrying value of the investment.

Distributions received from the investee reduce our carrying value of the investment and are recorded in the consolidated statements of

cash flows using the cumulative earnings approach.

These investments are evaluated for impairment if events or circumstances arise that

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

There were indicators of impairment related to our equity method

investments for the year ended December 31, 2021.

During the year ended December 31, 2022 and 2021, the Company recorded an impairment

charge of $ 50,000 and $ 487,365 respectively for equity method investments.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB

ASC to report accounting for contingencies.

Certain conditions may exist as of the date the consolidated financial statements are issued,

which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur.

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

In assessing loss contingencies

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

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

sought or expected to be sought therein.

If the assessment of a contingency indicates that

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

be accrued in the Company’s consolidated financial statements.

If the assessment indicates that a potential material loss contingency

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

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

Loss contingencies considered remote are generally

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

Foreign Currency

Foreign currency denominated assets and liabilities

are translated into U.S.

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

Results of operations and

cash flows are translated using the average exchange rates throughout the periods.

The effect of exchange rate fluctuations on the translation

of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive income.

losses from foreign currency transactions, which are included in operating expenses, have not been significant in any period presented.

Derivative Liability

The Company evaluates its debt and equity issuances

to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance

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

The result of this accounting treatment

is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability.

In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations

as other income or expense.

Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value

at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.

In circumstances

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

instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for

as a single, compound derivative instrument.

The classification of derivative instruments,

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

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

fair value of the instrument on the reclassification date.

Derivative instrument liabilities will be classified in the balance sheet as

current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance

The Company adopted Section 815-40-15 of the FASB

Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed

to the Company’s own stock.

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

equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent

exercise and settlement provisions.

The Company utilizes a binomial option model for

convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark

to market the fair value of the derivative at each balance sheet date.

The inputs utilized in the application of the Binomial model included

a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility,

and a risk-free rate.

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

statements of operations.

Shipping and Handling Costs

The Company classifies freight billed to customers

as sales revenue and the related freight costs as cost of revenue.

Revenue Recognition

Under Topic 606, revenue is recognized when control

of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled

to in exchange for those goods or services.

We determine revenue recognition through the following

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

identification of the performance obligations in the contract;

determination of the transaction price.

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

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

through reads (on a cost per mile basis) and cash prizes offered to Challenge winners;

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

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

disaggregated by revenue source for the years ended December 31, 2021 and 2020 consists of the following:

(Managed Services, Branded Content, & Talent Management Services)

(Creator Subscriptions)

(Tangible products)

Company utilizes the output method to measures the results achieved and value transferred to a customer over time.

Timing of revenue

recognition for the years ended December 31, 2021 and 2020 consists of the following:

Products and services

transferred over time

and services transferred at a point in time

Company provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands

which encompasses a full range of digital marketing and e-commerce solutions.

The Company’s services include the setup and ongoing

management of clients’ websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and

other various tools and sales channels utilized by e-commerce sellers for sales and growth optimization.

Contracts are broken into three

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

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

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

Revenue disaggregated by revenue source for the

year ended December 30, 2022 and 2021 consists of the following:

Agency (Managed Services, Branded Content, & Talent Management Services)

Platform (Creator Subscriptions)

Affiliate Sales

Other Revenue

The Company utilizes the output method to measures

the results achieved and value transferred to a customer over time.

Timing of revenue recognition for the three and years ended December

31, 2022 and 2021 consists of the following:

Products and services transferred over time

Products transferred at a point in time

Agency Revenue

Managed Services

The Company provides Studio/Agency Service offerings

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

and e-commerce solutions.

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

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

e-commerce sellers for sales and growth optimization.

Contracts are broken into three categories:

Partners, Monthly Services, and Projects.

Contract amounts for Partner and Monthly Services clients range from approximately

$ 500 -$ 7,500 per month while Project amounts vary depending on the scope of work.

Partner and Monthly clients are billed monthly for the

work completed within that month.

Partner Clients may or may not have an additional billing component referred to as Sales Performance

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

Some Partners

may also have projects within their contracts that get billed and recognized as agreed upon project milestones are achieved.

is recognized over time as service obligations and milestones in the contract are met.

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

challenges for clients on the Vocal platform and promote said stories, tracking engagement for the client.

In the case of branded

articles, the performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any

required promotional milestones as per the contract.

In the case of branded challenges, the performance obligation is satisfied when

the Company successfully closes the challenge and winners have been announced.

The Company utilizes the completed contract method

when revenue is recognized over time as the services are performed and any required milestones are met.

Certain contracts contain

separate milestones whereas the Company separates its performance obligations and utilizes the stand-alone selling price method and

residual method to determine the estimate of the allocation of the transaction price.

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

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

depending on the scope of work.

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

Partner Clients

may or may not have an additional billing component referred to as Sales Performance Fee, which is a fee based upon a previously agreed

upon percentage point of the client’s total sales for the month.

Some Partners may also have projects within their contracts that

get billed and recognized as agreed upon project milestones are achieved.

Revenue is recognized over time as service obligations and milestones

in the contract are met.

Branded Content

Branded content

represents the revenue recognized from the Company’s obligation to create and publish branded articles and/or branded challenges

for clients on the Vocal platform and promote said stories, tracking engagement for the client.

In the case of branded articles, the performance

obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones

as per the contract.

In the case of branded challenges, the performance obligation is satisfied when the Company successfully closes the

challenge and winners have been announced.

The Company utilizes the completed contract method when revenue is recognized over time as

the services are performed and any required milestones are met.

Certain contracts contain separate milestones whereas the Company separates

its performance obligations and utilizes the stand-alone selling price method and residual method to determine the estimate of the allocation

of the transaction price.

Below are the significant components of a typical

agreement pertaining to branded content revenue:

● The Company collects fixed fees ranging from $ 10,000 to $ 110,000 , with branded challenges ranging from $ 10,000 to $ 25,000 and branded articles ranging from $ 2,500 to $ 10,000 per article.

● Branded articles are created and published, and challenges are completed, within three months of the signed agreement, or as previously negotiated with the client.

Branded articles and challenges

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

Most contracts include

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

Management Services

Management represents the revenue recognized by WHE Agency, Inc.

(“WHE”) from the Company’s obligation to manage and

oversee influencer-led campaigns from the contract negotiation stage through content creation and publication.

WHE acts in an agent capacity

for influencers and collects a management fee of 20 % of the value of an influencer’s contract with a brand.

Revenue is recognized

net of the 80 % of the contract that is collected by the influencer and is recognized when performance obligations of the contract are

Performance obligations are complete when milestones and deliverables of contracts are delivered to the client.

are the significant components of a typical agreement pertaining to talent management revenue:

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

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

Talent Management Services

Talent Management represents the revenue recognized

by WHE Agency, Inc.

(“WHE”) from the Company’s obligation to manage and oversee influencer-led campaigns from the contract

negotiation stage through content creation and publication.

WHE acts in an agent capacity for influencers and collects a management fee

of approximately 20 % of the value of an influencer’s contract with a brand.

Revenue is recognized net of the 80 % of the

contract that is collected by the influencer and is recognized when performance obligations of the contract are met.

Performance obligations

are complete when milestones and deliverables of contracts are delivered to the client.

Below are the significant components of a typical

agreement pertaining to talent management revenue:

● Total gross contracts range from $ 500 -$ 100,000 .

● The Company collects fixed fees in the amount of 20 % of the gross contract amount, ranging from $ 100 to $ 20,000 in net revenue per contract.

campaign is created and made live by the influencer within one month of the signed agreement, or as previously negotiated with the

are promoted per the contract and the customer is provided a link to the live deliverables on the influencer’s social media

● The Company collects fixed fees in the amount of 20 to 25 % of the gross contract amount, ranging from $ 100 to $ 25,000 in net revenue per contract.

The campaign is created and made live by the influencer within the timeframe specified in the contract.

Campaigns are promoted per the contract and the customer is provided a link to the live deliverables on the influencer’s social media channels.

● Most billing for contracts occur 100 % at execution of the performance obligation.

Net payment terms vary by client.

Subscriptions

is a premium subscription offering for Vocal creators.

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

for a Vocal+ membership for either $9.99 monthly or $99 annually, though these amounts are subject to promotional discounts and free

Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) (“CPM”)

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

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

Subscription revenues stem from both monthly and annual subscriptions,

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

Any customer payments received are recognized over the subscription period,

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

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

A subscriber may be eligible

for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per

mille basis) and cash prizes offered to Challenge winners.

Estimates are utilized for payments made for earnings through reads, by establishing

the lifetime a subscriber has had a Vocal account, determining the percentage of that lifetime that the subscriber has been a paying

customer, and applying that percentage to payments for earnings through reads in the relevant reporting period.

Sales Revenue

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

the Vocal platform.

Affiliate revenue is earned on a “click through” basis, upon referring visitors, via said links, to an

affiliate’s site and having them complete a specific outcome, most commonly a product purchase.

The Company uses multiple affiliate

platforms, such as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships.

Each vendor establishes their

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

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

Company’s e-commerce businesses are housed under Creatd Ventures, and currently consists of two majority-owned e-commerce companies,

Camp (previously Plant Camp) and Dune Glow Remedy (“Dune”).

The Company generates revenue through the sale of Camp

and Dune’s consumer products through its e-commerce distribution channels.

The Company satisfies its performance obligation upon

shipment of product to its customers and recognizes shipping and handling costs as a fulfillment cost.

Customers have 30 days from

receipt of an item to return unopened, unused items.

The Company runs discounts from time to time to promote sales, improve market penetration,

and increase customer retention.

Platform Revenue

Creator Subscriptions

Vocal+ is a premium

subscription offering for Vocal creators.

In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+

membership for either $ 9.99 monthly or $ 99 annually, though these amounts are subject to promotional discounts and free trials.

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

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

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

Subscription revenues stem from both monthly and annual subscriptions, the

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

Any customer payments received are recognized over the subscription period, with

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

The transaction price for any given subscriber

could decrease based on any payments made to that subscriber.

A subscriber may be eligible for payment through one or more of the monetization

features offered to Vocal creators, including earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge

Potential revenue offset is calculated by reviewing a subscriber’s earnings in conjunction with payments made by the subscriber

on a monthly and/or annual basis.

Affiliate Sales Revenue

Affiliate sales represents the commission the Company

receives from views or sales of its multimedia assets.

Affiliate revenue is earned on a “click through” basis, upon visitors

viewing or purchasing the relevant video, book, or other media asset and completing a specific conversion.

The revenue is recognized upon

receipt as reliable estimates could not be made.

E-Commerce Revenue

The Company’s e-commerce businesses are

housed under Creatd Ventures, and currently consists of four majority-owned e-commerce companies, Camp (previously Plant Camp), Dune Glow

Remedy (“Dune”), Basis, and Brave.

The Company generates revenue through the sale of Camp, Dune, Basis, and Brave’s

consumer products through its e-commerce distribution channels.

The Company satisfies its performance obligation upon shipment of product

to its customers and recognizes shipping and handling costs as a fulfillment cost.

Customers have 30 days from receipt of an item

to return unopened, unused, or damaged items for a full refund for Camp, Dune, and Basis, and 7 days from receipt of purchase for Brave.

All returns are processed within the relevant recording period and accounted for as a reduction in revenue.

The Company runs discounts

from time to time to promote sales, improve market penetration, and increase customer retention.

Any discounts are run as coupon codes

applied at the time of transaction and accounted for as a reduction in gross revenue.

The Company assesses variable consideration using

the most likely amount method.

Deferred Revenue

Deferred revenue consists of billings and payments

3 unchanged sentences

The Company will

recognize the deferred revenue over the next year.

As of December 31, 2021, and 2020, the Company had deferred revenue of $ 234,159 and

$ 88,637 , respectively.

Receivable and Allowances

receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting

and branded content agreements.

For example, we bill a managed service client monthly when we have updated their Amazon store, modified

SEO or completed the other services listed in the agreement.

For projects and branded content, we will bill the client and record the

receivable once milestones are reached that are set in the agreement.

We make estimates for the allowance for doubtful accounts and allowance

for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable

balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from

During the years ended December 31, 2021 and 2020, the Company recorded $ 110,805 and $ 53,692 , respectively as a bad debt expense.

As of December 31, 2021 and 2020, the Company has an allowance for doubtful accounts of $ 186,147 and $ 80,509 , respectively.

are stated at the lower of cost (first-in, first-out basis) or net realizable value.

Inventories are periodically evaluated to identify

obsolete or otherwise impaired products and are written off when management determines usage is not probable.

The Company estimates the

balance of excess and obsolete inventory by analyzing inventory by age using last used and original purchase date and existing sales

pipeline for which the inventory could be used.

As of December 31, 2021 and 2020, the Company has no valuation allowance.

Company recognizes compensation expense for all equity–based payments granted in accordance with Accounting Standards Codification

(“ASC”) 718 “Compensation – Stock Compensation”.

Under fair value recognition provisions, the Company recognizes

equity–based compensation over the requisite service period of the award.

The company has a relatively low forfeiture rate of stock

based compensation and forfeitures are recognized as they occur.

stock awards are granted at the discretion of the Company.

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

vest over the requisite service periods.

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

The Black–Scholes

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

These assumptions are the value of the

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

on the underlying stock and the expected forfeiture rate.

Expected volatility is volatility is derived from the Company’s historical

data over the expected option life and other appropriate factors.

Risk–free interest rates are calculated based on continuously

compounded risk–free rates for the appropriate term.

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

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

recognize the deferred revenue within the next twelve months.

As of December 31, 2022, and 2021, the Company had deferred revenue of $ 299,409

and $ 234,159 respectively.

Accounts Receivable and Allowances

Accounts receivable are recorded and carried when

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

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

listed in the agreement.

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

that are set in the agreement.

We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based

upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of

our customers, current economic conditions, and other factors that may affect our ability to collect from customers.

During the years

ended December 31, 2022 and 2021, the Company recorded $ 398,130 and $ 110,805 , respectively as a bad debt expense.

As of December 31, 2022,

the Company has an allowance for doubtful accounts of $ 585,077 .

As of December 31, 2021, the Company has an allowance for doubtful accounts

of $ 186,147 .

Inventories are stated at the lower of cost (first-in,

first-out basis) or net realizable value.

Inventories are periodically evaluated to identify obsolete or otherwise impaired products and

are written off when management determines usage is not probable.

The Company estimates the balance of excess and obsolete inventory by

analyzing inventory by age using last used and original purchase date and existing sales pipeline for which the inventory could be used.

As of December 31, 2022, and 2021, the Company had a valuation allowance of $ 399.058 and $ 0 respectively.

During the years ended December

31, 2022 and 2021 the Company recorded $ 399,058 and $ 0 respectively for product obsolescence.

Stock-Based Compensation

The Company recognizes compensation expense for all

equity–based payments granted in accordance with Accounting Standards Codification (“ASC”) 718 “Compensation –

Stock Compensation”.

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

service period of the award.

The company has a relatively low forfeiture rate of stock-based compensation and forfeitures are recognized

as they occur.

Restricted stock awards are granted at the discretion

of the Company.

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

The fair value of an option award is estimated

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

The Black–Scholes option valuation model requires the

development of assumptions that are inputs into the model.

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

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

are recognized as they occur.

Determining the appropriate fair value model and

calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above.

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

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

As a result, if factors change and the Company uses

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

The Company issues awards of equity

instruments, such as stock options and restricted stock units, to employees and certain non-employee directors.

Compensation expense related

to these awards is based on the fair value of the underlying stock on the award date and is amortized over the service period, defined

as the vesting period.

Expected volatility is derived from the Company’s historical data over the expected option life

and other appropriate factors.

Risk–free interest rates are calculated based on continuously compounded risk–free rates for

the appropriate term.

The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common

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

Forfeitures are recognized as they occur.

Determining the appropriate fair value model

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

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

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

As a result, if factors change and the Company

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

The Company issues awards

of equity instruments, such as stock options and restricted stock units, to employees and certain non-employee directors.

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

period, defined as the vesting period.

The vesting period is generally one to three years .

A Black-Scholes model is utilized to estimate the fair value

of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock units.

A Black-Scholes model is utilized to estimate

the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted

Compensation expense is reduced for actual forfeitures as they occur.

taxes are provided in accordance with ASC No.

740, “ Accounting for Income Taxes ”.

A deferred tax asset or liability

is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.

Deferred tax expense

(benefit) results from the net change during the period of deferred tax assets and liabilities.

tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all

of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws

and rates on the date of enactment.

makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates

of tax liability.

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

In management’s opinion, adequate provisions for income taxes have been made for all years.

If actual taxable income by tax jurisdiction

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

the year ended December 31, 2021 and 2020, we recognized a $ 275,213 and $ 507,242 respectively, benefit for research and development tax

credits in other income on the Statements of Comprehensive Income (Loss).

The tax credits were claimed on our previous Australian tax

returns and were based upon a research and development costs paid to an Australian company.

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

shares outstanding during the period.

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

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

In periods when losses are reported, which

is the case for the years ended December 31, 2021 and 2020 presented in these consolidated financial statements, the weighted-average

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

Company had the following common stock equivalents at December 31, 2021 and 2020:

Loss Per Share

Basic net loss per common share is computed by

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

net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for

the dilutive effect of common stock equivalents.

For the years ended December 31, 2022 and 2021, the weighted-average number of common

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

The Company had the following common stock equivalents

at December 31, 2022 and 2021:

Series E preferred

Convertible notes

Reclassifications

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

the current year’s presentation.

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

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

During the year ended December 31, 2021, we adopted a

change in presentation on our consolidated statements of operations and comprehensive loss in order to present a gross profit line, the

presentation of which is consistent with our peers.

Under the new presentation, we began allocating payroll and related expenses, professional

services and creator payouts.

Prior periods have been revised to reflect this change in presentation.

Adopted Accounting Guidance

December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “Income

Taxes (Topic 740):

Simplifying the Accounting for Income Taxes”).

This guidance eliminates certain exceptions to the general approach

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

This guidance is effective

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

The updated guidance, which became

effective for fiscal years beginning after December 15, 2020, did not have a material impact on the Company’s consolidated financial

Accounting Guidance Not Yet Adopted

June 2016, the FASB issued ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial

Instruments (“ASU-2016-13”).

ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets

that have the contractual right to receive cash.

The ASU requires an entity to recognize expected credit losses rather than incurred

losses for financial assets.

Certain prior year amounts in the consolidated

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

These reclassifications did not affect the prior period’s total assets, total liabilities, stockholders’ deficit, net loss

or net cash used in operating activities.

During the year ended December 31, 2021, we adopted a change in presentation on our consolidated

statements of operations and comprehensive loss in order to present a gross profit line, the presentation of which is consistent with

Under the new presentation, we began allocating payroll and related expenses, professional services and creator payouts.

periods have been revised to reflect this change in presentation.

Recently Adopted Accounting Guidance

In May 2021, the FASB issued authoritative guidance

intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified

written call options that remain equity classified after modification or exchange.

(ASU 2021-04), “Derivatives and Hedging Contracts

in Entity’s Own Equity (Topic 815).

This guidance’s amendments provide measurement, recognition, and disclosure guidance for

an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity

classified after modification or exchange.

The updated guidance, which became effective for fiscal years beginning after December 15,

2021, During the year ended December 31, 2022, the Company recognized a deemed dividend of $ 3,187,906 from the modification of warrants.

Recent Accounting Guidance Not Yet Adopted

In June 2016, the FASB issued ASU No.

Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”).

ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive

The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets.

On October 16,

2019, FASB approved a final ASU delaying the effective date of ASU 2016-13 for small reporting companies to interim and annual periods

beginning after December 15, 2022.

The Company is currently evaluating the impact of these amendments to the Company’s financial

position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the amendments

as a result of the complexity and extensive changes from the amendments.

The adoption of the guidance will affect disclosures and estimates

around accounts receivable.

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

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

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

This ASU amends the guidance on convertible

instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related

EPS guidance for both Subtopics.

ASU 2020-06 is effective for the fiscal year beginning after December 15, 2022, including interim periods

within that fiscal year.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40):

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

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

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

The ASU will be effective for annual reporting periods after

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

The Company is currently evaluating

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

May 2021, the FASB issued authoritative guidance intended to clarify and reduce diversity in an issuer’s accounting for modifications

or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange.

2021-04), “Derivatives and Hedging Contracts in Entity’s Own Equity (Topic 815).

This guidance amendments provide measurement,

recognition, and disclosure guidance for an issuer’s accounting for modifications or exchanges of freestanding equity-classified

written call options that remain equity classified after modification or exchange.

This guidance is effective for annual periods after

December 15, 2021, including interim periods within those annual periods.

The Company is currently evaluating the impact of the new guidance

on its consolidated financial statements.

July 2021, the FASB issued ASU No.

2021-05, Lessors—Certain Leases with Variable Lease Payments (Topic 842), Which requires a lessor

to classify a lease with variable lease payments that do not depend on an index or rate (hereafter referred to as “variable payments”)

as an operating lease on the commencement date of the lease if specified criteria are met.

ASU 2021-05 is effective for the fiscal year

beginning after December 15, 2022, including interim periods within that fiscal year.

The Company expects that there would be no material

impact on the Company’s consolidated financial statements upon the adoption of this ASU.

October 2021, the FASB issued ASU No.

2021-08, Business Combinations — Accounting for Contract Assets and Contract Liabilities

from Contracts with Customers (Topic 805), Which aims to improve the accounting for acquired revenue contracts with customers in a business

combination by addressing diversity in recognition and payment terms that effect subsequent revenue recognition.

ASU 2021-08 is effective

for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year.

The Company expects that there

would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU.

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

on the accompanying consolidated financial statements.

3 – Going Concern

Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates

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

Upon adoption, the Company would no longer recognize the intrinsic value of beneficial conversion features underlying

convertible debt.

During the year ended December 31, 2022, the company recognized approximately $ 2.0 million relating to a beneficial

conversion feature.

In October 2021, the FASB issued ASU No.

Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), Which

aims to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in recognition

and payment terms that effect subsequent revenue recognition.

ASU 2021-08 is effective for the fiscal year beginning after December 15,

2022, including interim periods within that fiscal year.

The Company expects that there would be no material impact on the Company’s

consolidated financial statements upon the adoption of this ASU.

Management does not believe that any recently

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

Note 3 – Going Concern

The Company’s consolidated financial statements

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

and liquidation of liabilities in the normal course of business.

As reflected in the consolidated financial statements,

as of December 31, 2021, the Company had an accumulated deficit of $ 109.6 million, a net loss of $ 37.3 million and net cash used in operating

activities of $ 21.1 million for the reporting period then ended.

These factors raise substantial doubt about the Company’s ability

to continue as a going concern for a period of one year from the issuance of these financial statements.

January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of

International Concern” and on March 10, 2020, declared it to be a pandemic.

Actions taken around the world to help mitigate the

spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of

public places and businesses.

The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have

an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates.

While it is unknown how long these conditions will last and what the complete financial impact will be to the Company, capital raising

efforts and our operations may be negatively affected.

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

however, its cash position may not be

sufficient to support its daily operations.

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

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

or equity securities, there can be no assurance that it will be able to do so on reasonable terms, or at all.

The ability of the Company

to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues

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

consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts

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

4 – Inventory

was comprised of the following at December 31, 2021:

5 – Property and Equipment

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

as of December 31, 2022, the Company had an accumulated deficit of $ 146.2 million, a net loss of $ 35.7 million and net cash

used in operating activities of $ 16.7 million for the reporting period then ended.

These factors raise substantial doubt about the

Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

The Company is attempting to further implement

its business plan and generate sufficient revenues;

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

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

in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance

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

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

upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by

way of a public or private offering.

The consolidated financial statements do not

include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification

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

Note 4 – Inventory

Inventory was comprised of the following at December

31, 2022 and December 31, 2021:

Raw Materials

Finished goods

Note 5 – Property and Equipment

Property and equipment stated at cost, less accumulated depreciation,

consisted of the following:

Computer Equipment

Furniture and Fixtures

Leasehold Improvements

Accumulated Depreciation

expense was $ 49,254 and $ 31,094 for the year ended December 31, 2021 and 2020, respectively.

6 – Equity investments, at cost

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

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

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

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

indicators that the Company considered included the following:

a) a significant deterioration in the earnings performance, credit rating,

asset quality or business prospects of the investee;

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

of the investee;

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

the investee operates;

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

e) factors that raise significant

concerns about the investee’s ability to continue as a going concern.

October 2, 2020, the Company converted $ 102,096 of its marketable debt security into 119,355 shares of preferred stock or a 1.3 % equity

investment in a private company.

During the year ended December 31, 2021, the Company recorded a full impairment on this investment.

October 23, 2020, the Company entered into an equity interest purchase agreement whereas the Company purchased 3.8 % ownership of a private

company for $ 115,000 .

During the year ended December 31, 2021, the Company acquired additional equity interests that resulted in the

Company achieving significant influence over this investee, therefore the investments were reclassified as an equity method investment

(see Note 7).

February 17, 2021, the Company entered into a membership interest purchase agreement whereas the Company purchased another 3.3 % ownership

of a private company for $ 100,000 .

During the year ended December 31, 2021, the Company acquired additional equity interests that resulted

in the Company achieving significant influence over this investee, therefore the investments were reclassified as an equity method investment

(see Note 7).

May 21, 2021, the Company entered into a common stock purchase agreement whereas the Company purchased 10.0 % ownership of a private company

for $ 50,000 .

7 – Equity Method Investments

During the year ended December 31, 2021, we invested

$ 410,000 in cash into Dune, Inc., and received equity interest for services valued at $ 123,710 that were recorded to other income on the

Statement of Operations.

Our investment in Dune, Inc., was accounted for under the equity method until the 29 % purchased on October 3,

2021 that increased our ownership to 50.41 %.

During the year ended December 31, 2021, we recorded $ 16,413 of losses from this investment

as equity in net loss from equity method investment and an impairment in investment of $ 424,632 related to the remeasurement of previously

held interest as of October 3, 2021.

These amounts are recorded within our consolidated statements of operations.

As of December 31, 2021,

our Equity method investment total $ 0 .

8 – Notes Payable

payable as of December 31, 2021 and 2020 is as follows:

Outstanding Principal as of

Depreciation expense was $ 102,643 and $ 49,254 for the year ended December

31, 2022 and 2021, respectively.

Note 6 – Notes Payable

Notes payable as of December 31, 2022 and 2021

is as follows:

Principal as of

Seller’s Choice Note

September 2020

The May 2020 PPP Loan Agreement

The April 2020 PPP Loan Agreement

The First December 2021 Loan Agreement

The Second December 2021 Loan Agreement

First Denver Bodega LLC Loan

The Third May 2022 Loan Agreement

November 2022

The Fourth May 2022 Loan Agreement

November 2022

The Second June Loan agreement

The First August 2022 Loan Agreement

November 2022

The Second August 2022 Loan Agreement

The First September 2022 Loan Agreement

September 2023

The Second September 2022 Loan Agreement

The Third September 2022 Loan Agreement

The November 2022 Loan

Debt Discount

Debt Issuance Costs

( 1,645,680 )

( 1,278,672 )

Total Long-Term Debt

Seller’s Choice Note

On September 11, 2019, the Company entered into

Seller’s Choice Purchase Agreement with Home Revolution LLC.

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

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

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

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

Upon maturity the

Company utilized an automatic extension up to 6 months.

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

Choice Note is outstanding.

As of December 31, 2021, the Company was in default on the Seller’s Choice note.

On March 3, 2022, after substantial motion practice,

Creatd successfully settled the dispute with Home Revolution, LLC for a total of $ 799,000 , which includes $ 660,000 of note

principal and $ 139,000 of accrued interest.

The matter has been dismissed.

As part of the settlement the Company recorded a Gain

on extinguishment of debt of $ 147,256 .

The April 2020 PPP Loan Agreement

On April 30, 2020, the Company was granted a

loan with a principal amount of $ 282,432 (the “Loan”), pursuant to the Paycheck Protection Program (the “PPP”)

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

on March 27, 2020.

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

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

The Note may be prepaid by the Company at any

time prior to maturity without payment of any premium.

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

make mortgage payments, lease payments and utility payments.

During the year ended December 31, 2021, the

Company accrued interest of $ 1,637 .

During the year ended December 31, 2021, the

Company repaid $ 83,855 in principal.

During the year ended December 31, 2022, the

Company accrued interest of $ 10,850 .

As of December 31, 2022, the Loan is in default,

and the lender may require immediate payment of all amounts owed under the Loan or file suit and obtain judgment.

Subsequent to December 31, 2022, the Company made

a repayment of $ 5,000 towards this note.

The May 2020 PPP Loan Agreement

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

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

with a principal amount of $ 412,500 ,

pursuant to the Paycheck Protection Program (the “PPP”).

The Loan, which was in the form of a Note dated May 4, 2020,

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

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

Funds from the Loan may only be

used to retain workers and maintain payroll or make mortgage payments, lease payments and utility payments.

Jerrick Ventures intends

to use the entire Loan amount for qualifying expenses.

Under the terms of the PPP, certain amounts of the Loan may be forgiven if they

are used for qualifying expenses as described in the CARES Act.

During the year ended December 31, 2021, the

Company accrued interest of $ 396 .

During the year ended December 31, 2021, the

Company repaid $ 136,597 in principal and was forgiven $ 275,903 of principal and $ 3,119 of accrued interest.

The October 2020 Loan Agreement

On October 6, 2020, the Company entered into

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

the October 2020 Lender issued the Company a secured promissory note of $ 74,300 AUD or $ 54,412 United States Dollars (the “October

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

maturity date of the October 2020 Note is September 30, 2021 (the “October 2020 Maturity Date”) at which time all outstanding

principal, accrued and unpaid interest and other amounts due under the October 2020 Loan Agreement are due.

The loan is secured by the

Australian research & development credit.

During the year ended December 31, 2021, the

Company accrued $ 4,850 AUD in interest.

During the year ended December 31, 2021, the

Company’s repaid $ 111,683 in principal and $ 6,408 in interest from our R&D tax credit receivable.

The November 2020 Loan Agreement

On November 24, 2020, the Company entered

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

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

Pursuant to the

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

The maturity date of the November 2020

Note is May 25, 2021 (the “November 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest

and other amounts due under the November 2020 Note are due.

During the year ended December 31, 2020, the

Company repaid $ 10,284 in principal.

During the year ended December 31, 2021, the

Company repaid $ 23,716 in principal and $ 4,736 of accrued interest.

The February 2021 Loan Agreement

On February 24, 2021, the Company entered into

a secured loan agreement (the “February 2021 Loan Agreement”) with a lender (the “February 2021 Lender”), whereby

the February 2021 Lender issued the Company a secured promissory note of $ 111,683 AUD or $ 81,789 United States Dollars (the

“February 2021 Note”).

Pursuant to the February 2021 Loan Agreement, the February 2021 Note has an effective interest rate

The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity Date”) at which

time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan Agreement are due.

loan is secured by the Australian research & development credit.

During the year ended December 31, 2021, the

Company accrued $ 9,339 AUD in interest.

The April 2021 Loan Agreement

On April 9, 2021, the Company entered into

a loan agreement (the “April 2021 Loan Agreement”) with a lender (the “April 2021 Lender”) whereby the April

2021 Lender issued the Company a promissory note of $ 128,110 (the “April 2021 Note”).

Pursuant to the April 2021 Loan

Agreement, the April 2021 Note has an effective interest rate of 11% .

The maturity date of the April 2021 Note is October 8,

2022 (the “April 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts

due under the April 2021 Note are due.

During the year ended December 31, 2021, the

Company repaid $ 92,140 in principal and converted $ 35,970 into the July 2021 Loan Agreement.

As part of the conversion the

Company recorded $ 8,341 as extinguishment expense.

The July 2021 Loan Agreement

On July 2, 2021, the Company entered into

a loan agreement (the “July 2021 Loan Agreement”) with a lender (the “July 2021 Lender”) whereby the July 2021

Lender issued the Company a promissory note of $ 137,625 (the “July 2021 Note”).

Pursuant to the July 2021 Loan Agreement,

the July 2021 Note has an effective interest rate of 10% .

The maturity date of the July 2021 Note is December 31, 2022 (the

“July 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under

the July 2021 Note are due.

During the year ended December 31, 2021, the

Company repaid $ 113,606 in principal and converted $ 24,019 into the Second December 2021 Loan.

As part of the conversion the

Company recorded $ 7,109 as extinguishment expense.

The First December 2021 Loan Agreement

On December 3, 2021, the Company entered

into a loan agreement (the “First December 2021 Loan Agreement”) with a lender (the “First December 2021 Lender”)

whereby the First December 2021 Lender issued the Company a promissory note of $ 191,975 (the “First December 2021 Note”).

Pursuant to the First December 2021 Loan Agreement, the First December 2021 Note has an effective interest rate of 9 %.

maturity date of the First December 2021 Note is June 3, 2023 (the “First December 2021 Maturity Date”), at which time all

outstanding principal, accrued and unpaid interest and other amounts due under the First December 2021 Note are due.

During the year ended December 31, 2021, the

Company repaid $ 6,320 in principal.

During the year ended December 31, 2022, the

Company repaid $ 185,655 in principal.

The Second December 2021 Loan Agreement

Debt Discount

Debt Issuance Costs

Total Long-Term Debt

September 11, 2019, the Company entered into Seller’s Choice Purchase Agreement with Home Revolution LLC.

As a part of the consideration

provided pursuant to the Seller’s Choice Acquisition, the Company issued the Seller’s Choice Note to the Seller in the principal

amount of $ 660,000 .

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

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

maturity the Company utilized an automatic extension up to 6 months.

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

the Seller’s Choice Note is outstanding.

As of December 31, 2021, the Company is in default on the Seller’s Choice note.

the year ended December 31, 2021, the Company accrued interest of $ 198,000 .

March 3, 2022, the Company settled the Seller’s Choice Note for a cash payment of $ 799,000 .

First March 2020 Loan Agreement

March 23, 2020, the Company entered into a loan agreement (the “First March 2020 Loan Agreement”) with an individual (the

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

March 2020 Note”).

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

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

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

the year ended December 31, 2020, the Company repaid $ 11,000 in principal and $ 2,695 in interest.

Second March 2020 Loan Agreement

March 26, 2020, the Company entered into a loan agreement (the “Second March 2020 Loan Agreement”) with an individual (the

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

March 2020 Note”).

Pursuant to the Second March 2020 Loan Agreement, the Second March 2020 Note has an effective interest rate

The maturity date of the Second March 2020 Note was September 17, 2020 (the “Second March 2020 Maturity Date”), at

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

the year ended December 31, 2020, the Company repaid $ 17,000 in principal and $ 1,398 in interest.

April 2020 PPP Loan Agreement

April 30, 2020, the Company was granted a loan with a principal amount of $ 282,432 (the “Loan”), pursuant to the Paycheck

Protection Program (the “PPP”) under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES

Act”), which was enacted on March 27, 2020.

The Loan, which was in the form of a Note dated April 30, 2020, matures on April 30,

2022, and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on October 30, 2020.

The Note may be prepaid

by the Company at any time prior to maturity without payment of any premium.

Funds from the Loan may only be used to retain workers and

maintain payroll or make mortgage payments, lease payments and utility payments.

the year ended December 31, 2021, the Company accrued interest of $ 1,637 .

the year ended December 31, 2021, the Company repaid $ 83,855 in principal.

Company is in the process of returning the funds received from the Loan.

the applications for PPP first opened up, there was limited available funding and much confusion surrounding the application process.

The Company initially submitted its application for the May 2020 PPP Loan in early April but received no response in the aftermath of

submitting the application.

After consulting multiple advisors, the Company made the decision to apply elsewhere, due to the rampant

media coverage of institutions running out of funding and the Company’s need for the capital and belief that if 2 separate loans

were approved, the remaining application could simply be withdrawn.

in late April, the company proceeded with applying for the April 2020 PPP Loan.

After some conflicting communications regarding acceptance,

the Company attempted to contact the lender to clarify but got no response.

After continued attempts to follow up with both lenders,

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

by the funding of the May 2020 PPP Loan.

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

bank account with the intention of returning the funds.

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

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

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

As of the date of this filing, the Company has begun making repayments

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

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

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

May 2020 PPP Loan Agreement

May 4, 2020, Jerrick Ventures, LLC (“Jerrick Ventures”), the Company’s wholly-owned subsidiary, was granted a loan

from PNC Bank, N.A.

with a principal amount of $ 412,500 , pursuant to the Paycheck Protection Program (the “PPP”).

which was in the form of a Note dated May 4, 2020, matures on May 4, 2022, and bears interest at a fixed rate of 1.00% per annum, payable

monthly commencing on November 4, 2020.

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

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

utility payments.

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

Under the terms of the PPP, certain

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

the year ended December 31, 2021, the Company accrued interest of $ 396 .

the year ended December 31, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued

June 2020 Loan Agreement

June 30, 2020, the Company entered into a loan agreement (the “June 2020 Loan Agreement”) with a banking institution (the

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

or $ 351,692 United States Dollar (the “June 2020 Note”).

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

an effective interest rate of 15 %.

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

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

loan was secured by the Australian research & development credit.

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

October 2020 Loan Agreement

October 6, 2020, the Company entered into a secured loan agreement (the “October 2020 Loan Agreement”) with a lender (the

“October 2020 Lender”), whereby the October 2020 Lender issued the Company a secured promissory note of $ 74,300 AUD or $ 54,412

United States Dollars (the “October 2020 Note”).

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

effective interest rate of 14 %.

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

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

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

the year ended December 31, 2021, the Company accrued $ 4,850 AUD in interest.

the year ended December 31, 2021, the Company’s repaid $ 111,683 in principal and $ 6,408 in interest from our R&D tax credit

November 2020 Loan Agreement

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

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

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

The maturity date of the

November 2020 Note is May 25, 2021 (the “November 2020 Maturity Date”), at which time all outstanding principal, accrued

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

the year ended December 31, 2020, the Company repaid $ 10,284 in principal.

the year ended December 31, 2021, the Company repaid $ 23,716 in principal and $ 4,736 of accrued interest.

February 2021 Loan Agreement

February 24, 2021, the Company entered into a secured loan agreement (the “February 2021 Loan Agreement”) with a lender (the

“February 2021 Lender”), whereby the February 2021 Lender issued the Company a secured promissory note of $ 111,683 AUD or

$ 81,789 United States Dollars (the “February 2021 Note”).

Pursuant to the February 2021 Loan Agreement, the February 2021

On December 14, 2021, the Company entered into

a secured loan agreement (the “Second December 2021 Loan Agreement”) with a lender (the “Second December 2021 Lender”),

whereby the Second December 2021 Lender issued the Company a secured promissory note of $ 438,096 AUD or $ 329,127 United States

Dollars (the “Second December 2021 Note”).

Pursuant to the Second December 2021 Loan Agreement, the Second December 2021

Note has an effective interest rate of 14 %.

The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity

Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan

The maturity date of the Second December 2021 Note is June 30, 2022 (the

“Second December 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts

due under the Second December 2021 Loan Agreement are due.

The Company has the option to extend the Maturity date by 60 days.

is secured by the Australian research & development credit.

During the year ended December 31, 2022, the

Company repaid $ 293,499 of principal and $ 26,115 of interest.

The First February 2022 Loan Agreement

On February 22, 2022, the Company entered into

a secured loan agreement (the “First February 2022 Loan Agreement”) with a lender (the “First February 2022 Lender”),

whereby the First February 2022 Lender issued the Company a secured promissory note of $ 222,540 AUD or $ 159,223 United States

Dollars (the “First February 2022 Note”).

Pursuant to the First February 2022 Loan Agreement, the First February 2022 Note

has an effective interest rate of 14% .

The maturity date of the First February 2022 Note is June 30, 2022 (the “First

February 2022 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under

the First February 2022 Loan Agreement are due.

The Company has the option to extend the Maturity date by 60 days.

The loan is secured

by the Australian research & development credit.

During the year ended December 31, 2022, the Company

repaid $ 159,223 of principal and $ 8,120 of interest.

Denver Bodega LLC Notes Payable

On March 7, 2022, The Company acquired five note

payable agreements from the acquisition of Denver Bodega LLC.

The total liabilities of these notes amounted to $ 293,888 .

During the year ended December 31, 2022, the Company repaid $ 255,874 .

As of December 31, 2022, the Company has one note outstanding.

note has a principal balance of $ 38,014 , bears interest at 5 %, and requires 36 monthly payments of $ 1,496 .

Subsequent to December 31, 2022, the Company made payments totaling $ 5,994

towards this note.

The First May 2022 Loan Agreement

On May 9, 2022, the Company entered into a loan

agreement (the “First May 2022 Loan Agreement”) with a lender (the “First May 2022 Lender”), whereby the First

May 2022 Lender issued the Company a promissory note of $ 693,500 (the “First May 2022 Note”).

The Company received cash

proceeds of $ 455,924 .

Pursuant to the First May 2022 Loan Agreement, the First May 2022 Note has an effective interest rate of 143 %.

maturity date of the First May 2022 Note is December 18, 2022 (the “First May 2022 Maturity Date”).

The Company is required

to make weekly payment of $ 21,673 .

The First May 2022 Note is secured by officers of the Company.

The Company recorded a $ 237,576 debt discount

relating to an original issue discount.

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

issuance cost.

During the year ended December 31, 2022, the

Company repaid $ 390,114 in principal.

On September 22, 2022, the Company and the First

May 2022 Lender entered into an exchange agreement whereas both parties agreed to roll the remaining $ 303,386 in the Second September

2022 Loan Agreement.

Since the PV cashflows of the new and old debt were more than 10 % differences the company used extinguishment accounting.

As part of the agreement the Company recognized $ 33,079 as loss on extinguishment of debt due to the remaining debt discount on the First

May 2022 Loan Agreement.

The Second May 2022 Loan Agreement

On May 9, 2022, the Company entered into a loan

agreement (the “Second May 2022 Loan Agreement”) with a lender (the “Second May 2022 Lender”), whereby the Second

May 2022 Lender issued the Company a promissory note of $ 401,500 (the “Second May 2022 Note”).

The Company received

cash proceeds of $ 263,815 .

Pursuant to the Second May 2022 Loan Agreement, the Second May 2022 Note has an effective interest rate of 162

The maturity date of the Second May 2022 Note is November 20, 2022 (the “Second May 2022 Maturity Date”).

Company is required to make weekly payment of $ 14,339 .

The Second May 2022 Note is secured by officers of the Company.

The Company recorded a $ 137,685 debt discount

relating to an original issue discount.

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

issuance cost.

During the year ended December 31, 2022, the

Company repaid $ 272,447 in principal.

On September 23, 2022, the Company and the Second

May 2022 Lender entered into an exchange agreement whereas both parties agreed to roll the remaining $ 129,053 in the Third September

2022 Loan Agreement.

Since the PV cashflows of the new and old debt were more than 10 % differences the company used extinguishment accounting.

As part of the agreement the Company recognized $ 3,905 as loss on extinguishment of debt due to the remaining debt discount on the Second

May 2022 Loan Agreement.

The Third May 2022 Loan Agreement

On May 25, 2022, the Company entered into a loan

agreement (the “Third May 2022 Loan Agreement”) with a lender (the “Third May 2022 Lender”), whereby the Third

May 2022 Lender issued the Company a promissory note of $ 27,604 (the “Third May 2022 Note”).

Pursuant to the Third May 2022

Loan Agreement, the Third May 2022 Note has an effective interest rate of 20 %.

The maturity date of the Third May 2022 Note

is November 23, 2022 (the “Third May 2022 Maturity Date”).

The Company is required to make monthly payments of $ 3,067 .

During the year ended December 31, 2022, the Company

repaid $ 18,195 in principal.

Subsequent to December 31, 2022, the Company made

repayments of $ 4,432 towards this note.

The Fourth May 2022 Loan Agreement

On May 26, 2022, the Company entered into a loan

agreement (the “Fourth May 2022 Loan Agreement”) with a lender (the “Fourth May 2022 Lender”), whereby the Fourth

May 2022 Lender issued the Company a promissory note of $ 45,200 (the “Fourth May 2022 Note”).

Pursuant to the Fourth

May 2022 Loan Agreement, the Fourth May 2022 Note has an effective interest rate of 17 %.

The maturity date of the Fourth May

2022 Note is November 23, 2022 (the “Fourth May 2022 Maturity Date”).

During the year ended December 31, 2022, the

Company repaid $ 13,499 in principal.

Subsequent to December 31, 2022, the Company made

repayments of $ 7,097 towards this note.

The First June 2022 Loan Agreement

On June 17, 2022, the Company entered into a loan

agreement (the “First June 2022 Loan Agreement”) with a lender (the “First June 2022 Lender”), whereby the First

June 2022 Lender issued the Company a promissory note of $ 568,000 (the “First June 2022 Note”).

The Company received

cash proceeds of $ 378,000 .

Pursuant to the First June 2022 Loan Agreement, the First June 2022 Note has an effective interest rate of 217 %.

maturity date of the First June 2022 Note is November 4, 2022 (the “First June 2022 Maturity Date”).

The Company is required

to make weekly payment of $ 28,400 .

The First June 2022 Note is secured by officers of the Company.

The Company recorded a $ 190,000 debt discount

relating to an original issue discount.

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

issuance cost.

During the year ended December 31, 2022, the

Company repaid $ 255,600 in principal.

On August 19, 2022, the Company and the First

June 2022 Lender entered into an exchange agreement whereas both parties agreed to roll the remaining $ 312,400 in the Third September

2022 Loan Agreement.

Since the PV cashflows of the new and old debt were more than 10 % differences the company used extinguishment accounting.

As part of the agreement the Company recognized $ 66,749 as loss on extinguishment of debt due to the remaining debt discount on the Second

May 2022 Loan Agreement.

The Second June 2022 Loan Agreement

On June 17, 2022, the Company entered into a loan

agreement (the “Second June 2022 Loan Agreement”) with a lender (the “Second June 2022 Lender”), whereby the Second

June 2022 Lender issued the Company a promissory note of $ 104,500 (the “Second June 2022 Note”).

The Note holder repaid

a vendor liability of $ 104,500 .

The maturity date of the Second June 2022 Note is October 15, 2022 (the “Second June 2022 Maturity

The First August 2022 Loan Agreement

On August 18, 2022, the Company entered into a

secured loan agreement (the “First August 2022 Loan Agreement”) with a lender (the “First August 2022 Lender”),

whereby the First August 2022 Lender issued the Company a secured promissory note of $ 193,500 AUD or $ 134,070 United States Dollars

(the “First August 2022 Note”).

Pursuant to the First August 2022 Loan Agreement, the First August 2022 Note has an effective

interest rate of 14 %.

The maturity date of the First August 2022 Note is June 30, 2023 (the “First August 2022 Maturity

Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First August 2022 Loan

Agreement are due.

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

the year ended December 31, 2021, the Company accrued $ 9,339 AUD in interest.

April 2021 Loan Agreement

9, 2021, the Company entered into a loan agreement (the “April 2021 Loan Agreement”) with a lender (the “April 2021

Lender”) whereby the April 2021 Lender issued the Company a promissory note of $ 128,110 (the “April 2021 Note”).

to the April 2021 Loan Agreement, the April 2021 Note has an effective interest rate of 11 %.

The maturity date of the April 2021 Note

is October 8, 2022 (the “April 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest

and other amounts due under the April 2021 Note are due.

the year ended December 31, 2021, the Company repaid $ 92,140 in principal and converted $ 35,970 into the July 2021 Loan Agreement.

part of the conversion the Company recorded $ 8,341 as extinguishment expense.

July 2021 Loan Agreement

2, 2021, the Company entered into a loan agreement (the “July 2021 Loan Agreement”) with a lender (the “July 2021 Lender”)

whereby the July 2021 Lender issued the Company a promissory note of $ 137,625 (the “July 2021 Note”).

Pursuant to the July

2021 Loan Agreement, the July 2021 Note has an effective interest rate of 10 %.

The maturity date of the July 2021 Note is December 31,

2022 (the “July 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts

due under the July 2021 Note are due.

the year ended December 31, 2021, the Company repaid $ 113,606 in principal and converted $ 24,019 into the Second December 2021 Loan.

As part of the conversion the Company recorded $ 7,109 as extinguishment expense.

First December 2021 Loan Agreement

3, 2021, the Company entered into a loan agreement (the “First December 2021 Loan Agreement”) with a lender (the “First

December 2021 Lender”) whereby the First December 2021 Lender issued the Company a promissory note of $ 191,975 (the “First

December 2021 Note”).

Pursuant to the First December 2021 Loan Agreement, the First December 2021 Note has an effective interest

The maturity date of the First December 2021 Note is June 3, 2023 (the “First December 2021 Maturity Date”),

at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First December 2021 Note are due.

the year ended December 31, 2021, the Company repaid $ 6,320 in principal.

Second December 2021 Loan Agreement

December 14, 2021, the Company entered into a secured loan agreement (the “Second December 2021 Loan Agreement”) with a lender

(the “Second December 2021 Lender”), whereby the Second December 2021 Lender issued the Company a secured promissory note

of $ 438,096 AUD or $ 329,127 United States Dollars (the “Second December 2021 Note”).

Pursuant to the Second December 2021

Loan Agreement, the Second December 2021 Note has an effective interest rate of 14 %.

The maturity date of the Second December 2021 Note

is June 30, 2022 (the “Second December 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest

and other amounts due under the Second December 2021 Loan Agreement are due.

The loan is secured by the Australian research & development

the year ended December 31, 2021, the Company accrued $ 2,857 AUD in interest.

The Company has the option to extend the Maturity date by 60 days.

The loan is secured by the Australian research

& development credit.

During the year ended December 31, 2022, the

Company accrued $ 2,037 AUD in interest.

The Second August 2022 Loan Agreement

On August 19, 2022, the Company entered into a

loan agreement (the “Second August 2022 Loan Agreement”) with a lender (the “Second August 2022 Lender”), whereby

the Second August 2022 Lender issued the Company a promissory note of $ 923,000 (the “Second August 2022 Note”).

received cash proceeds of $ 300,100 and rolled the remaining $ 312,400 of principal from the June 2022 Loan Agreement.

Pursuant to the Second

August 2022 Loan Agreement, the Second August 2022 Note has an effective interest rate of 167 %.

The maturity date of the Second

August 2022 Note is January 9, 2022 (the “Second August 2022 Maturity Date”).

The Company is required to make weekly payment

of $ 46,150 .

The Second August 2022 Note is secured by officers of the Company.

The Company recorded a $ 310,500 debt discount

relating to an original issue discount.

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

issuance cost.

During the year ended December 31, 2022, the

Company repaid $ 535,050 in principal.

Subsequent to December 31, 2022, the Company made

repayments of $ 312,000 towards this note.

The First September 2022 Loan Agreement

On September 1, 2022, the Company entered into

a loan agreement (the “First September 2022 Loan Agreement”) with a lender (the “First September 2022 Lender”),

whereby the First September 2022 Lender issued the Company a promissory note of $ 87,884 (the “First September 2022 Note”).

Pursuant to the First September 2022 Loan Agreement, the First September 2022 Note has an effective interest rate of 13 %.

maturity date of the First September 2022 Note is September 1, 2023 (the “First September 2022 Maturity Date”).

During the year ended December 31, 2022, the

Company repaid $ 14,647 in principal.

Subsequent to December 31, 2022, the Company made payments totaling $ 21,971

towards this note.

The Second September 2022 Loan Agreement

On September 22, 2022, the Company entered into

a loan agreement (the “Second September 2022 Loan Agreement”) with a lender (the “Second September 2022 Lender”),

whereby the Second September 2022 Lender issued the Company a promissory note of $ 876,000 (the “Second September 2022 Note”).

The Company received cash proceeds of $ 272,614 and rolled the remaining $ 303,386 of principal from the First May 2022 Loan Agreement.

Pursuant to the Second September 2022 Loan Agreement, the Second September 2022 Note has an effective interest rate of 100 %.

maturity date of the Second September 2022 Note is May 5, 2023 (the “Second September 2022 Maturity Date”).

The Company is

required to make weekly payment of $ 27,375 .

The Second September 2022 Note is secured by officers of the Company.

The Company recorded a $ 300,000 debt discount

relating to an original issue discount.

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

issuance cost.

During the year ended December 31, 2022, the

Company repaid $ 112,375 in principal.

Subsequent to December 31, 2022, the Company made

repayments of $ 117,000 towards these notes.

The Third September 2022 Loan Agreement

On September 22, 2022, the Company entered into

a loan agreement (the “Third September 2022 Loan Agreement”) with a lender (the “Third September 2022 Lender”),

whereby the Third September 2022 Lender issued the Company a promissory note of $ 365,000 (the “Third September 2022 Note”).

The Company received cash proceeds of $ 110,762 and rolled the remaining $ 129,053 of principal from the Second May 2022 Loan Agreement.

Pursuant to the Third September 2022 Loan Agreement, the Third September 2022 Note has an effective interest rate of 143 %.

maturity date of the Third September 2022 Note is May 5, 2023 (the “Second September 2022 Maturity Date”).

The Company is

required to make weekly payment of $ 13,036 .

The Third September 2022 Note is secured by officers of the Company.

The Company recorded a $ 300,000 debt discount

relating to an original issue discount.

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

issuance cost.

During the year ended December 31, 2022, the

Company repaid $ 108,036 in principal.

Subsequent to December 31, 2022, the Company made

repayments of $ 140,000 towards this note.

The November 2022 Loan Agreement

On November 15, 2022, the Company entered

into a loan agreement (the “November 2022 Loan Agreement”) with a lender (the “November 2022 Lender”) whereby

the November 2022 Lender issued the Company a promissory note of $ 80,325 (the “November 2022 Note”).

Pursuant to the

November 2022 Loan Agreement, the November 2022 Note has an effective interest rate of 21% .

The maturity date of the November

2022 Note is June 3, 2023 (the “November 2022 Maturity Date”), at which time all outstanding principal, accrued and

unpaid interest and other amounts due under the November 2022 Note are due.

During the year ended December 31, 2022, the

Company repaid $ 12,114 in principal.

Subsequent to December 31, 2022, the Company made

repayments of $ 36,468 towards this note.

Note 7 – Convertible Notes Payable

notes payable as of December 31, 2021, and 2020, is as follows:

Outstanding Principal as of

September 2020 convertible Loan Agreement

December 2020 convertible Loan Agreement

2020 convertible Loan Agreement

December 2020 convertible Loan Agreement

July 2021 Loan

Convertible notes payable as of December 31, 2022, is as follows:

Principal as of

Warrants granted

Exercise Price

The July 2021 Convertible Loan Agreement

The May 2022 Convertible Loan Agreement

The May 2022 Convertible Note Offering

$ 3.00 – $ 6.00

The July 2022 Convertible Note Offering

$ 3.00 – $ 6.00

The First October 2022 Convertible Loan Agreement

The Second October 2022 Convertible Loan Agreement

The Third October 2022 Convertible Loan Agreement

The December 2022 Convertible Loan Agreement

Debt Discount

( 1,426,728 )

Debt Issuance Costs

Long-Term Debt

As subject to adjustment

as further outlined in the notes

The February 2018 Convertible Note Offering

During the three months ended March 31, 2018, the

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

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

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

In addition, $ 250,000 of the Company’s short-term

debt along with accrued but unpaid interest of $ 40,675 was exchanged for convertible debt in the February 2018 Offering.

These conversions

resulted in the issuance of 24,223 warrants with a fair value of $ 181,139 .

These were recorded as a loss on extinguishment of debt.

The February 2018 Convertible Note Offering consisted

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

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

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

common stock, par value $.001 per share (“February 2018 Conversion Shares”) at a conversion price of $12.00 per share (the

“February 2018 Note Conversion Price”), and (b) a five-year warrant (each a “February 2018 Offering Warrant and together

the “February 2018 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which

the February 2018 Convertible Notes can be converted into (“February 2018 Warrant Shares”) at an exercise price of $12.00

per share (“February 2018 Warrant Exercise Price”).

The February 2018 Offering Notes mature on the second (2nd) anniversary

of their issuance dates.

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

up to $1,000,000.

The February 2018 Note Conversion Price and the February

2018 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company’s common stock or any equity linked

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

Price or Exercise Price.

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

price, subject to carve-outs as described therein.

The conversion feature of the February 2018 Convertible

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

Such feature is normally

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

When the Company records a BCF the relative fair value of the BCF

is recorded as a debt discount against the face amount of the respective debt instrument.

The Company recorded a BCF and related debt

discount of $ 37,350 , the discount is being accreted over the life of the first Debenture to accretion of debt discount and issuance cost.

The Company recorded a $ 316,875 debt discount relating

to 60,416 February 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates

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

In connection with the February 2018 Convertible Note

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

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

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

2018 Convertible Notes or 6,041 shares that had a fair value of $ 74,881 , which was recorded as issuance cost and is being accreted over

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

During the year ended December 31, 2018, the Company

converted $ 940,675 of principal and $ 86,544 of unpaid interest into the August 2018 Equity Raise.

During the year ended December 31, 2019 the Company

repaid $ 19,758 in interest.

During the year ended December 31, 2020 the Company

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

The March 2018 Convertible Note Offering

During the three months ended March 31, 2018, the

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

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

2018 Investors”) for aggregate gross proceeds of $ 770,000 .

In addition, $ 50,000 of the Company’s short-term debt, $ 767 accrued

but unpaid interest and $ 140,600 of the Company’s vendor liabilities was exchanged for convertible debt within the March 2018 Convertible

Note Offering.

These conversions resulted in the issuance of 15,947 warrants with a fair value of $ 84,087 .

These were recorded as a loss

on extinguishment of debt.

The March 2018 Convertible Note Offering consisted

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

“March 2018 Unit” and collectively, the “March 2018 Units”), with each March 2018 Unit consisting of (a) a 14%

Convertible Secured Promissory Note (each a “March 2018 Note” and together the “March 2018 Notes”), convertible

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

$12.00 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”)

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

Shares”) at an exercise price of $12.00 per share (“Exercise Price”).

The March 2018 Notes mature on the second (2nd)

anniversary of their issuance dates.

The Conversion Price of the March 2018 Note and the

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

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

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

carve-outs as described therein.

The Company recorded a $ 254,788 debt discount relating

to 80,114 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance.

The debt discount

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

During the year ended December 31, 2018, the Company

converted $ 886,367 of principal and $ 51,293 of unpaid interest pursuant to the August 2018 Equity Raise.

During the year ended December 31, 2020, the Company

converted $ 50,000 of principal and $ 17,949 of unpaid interest into the September 2020 Equity Raise.

During the year ended December 31, 2020, the Company

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

The February 2019 Convertible Note Offering

During the year ended December 31, 2019, the Company

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

securities by entering into subscription agreements with “accredited investors” (the “February 2019 Investors”)

for aggregate gross proceeds of $ 1,993,025 .

The February 2019 Convertible Note Offering consisted

of (a) a 10% Convertible Promissory Note (each a “February 2019 Note” and together, the “February 2019 Notes”),

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

of (i) a fixed conversion price equal to $15.00 per share or (ii) the price provided to investors in connection with (a) any private placement

offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies

in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s

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

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

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

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

Notes may be converted, at an exercise price of $18.00 per share (“Exercise Price”).

During the year ended December 31, 2019

a total of 44,396 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.

The February 2019 Notes mature on the first (1 st )

anniversary of their issuance dates.

In the event that the Offering’s Purchasers do not choose to convert the Notes into the

Common Stock on or prior to the Maturity Dates, the principal and interest evidenced by the Note shall be mandatorily converted upon the

earlier of (i) the listing of the Common Stock onto a national securities exchange, or (ii) upon a Qualified Offering.

The Conversion Price of the February 2019 Note and

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

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

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

carve-outs as described therein.

The Company recorded a $ 222,632 debt discount relating

to 44,396 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance.

The debt discount

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

During the year ended December 31, 2020, the Company

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

During the year ended December 31, 2020, the Company

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

The November 2019 Convertible Note Offering

During the year ended December 31, 2019, the Company

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

securities by entering into subscription agreements with “accredited investors” (the “November 2019 Investors”)

for aggregate gross proceeds of $ 479,500 .

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

The November 2019 Convertible Note Offering consisted

of (a) a 10 % Convertible Promissory Note (each a “November 2019 Note” and together, the “November 2019 Notes”),

convertible into shares of the Company’s common stock, par value $.

001 per share (“Conversion Shares”) at a fixed conversion

price equal to $ 13.50 per share.

The November 2019 Notes mature six months after the

anniversary of their issuance dates.

At any time on or after the maturity date, at the election of the Offering’s Purchaser,

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

of this Note on the date of such conversion by $ 13.50 .

The Company recorded a $ 84,377 debt discount relating

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

The debt discount is being accreted over

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

During the year ended December 31, 2020, the Company

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

The January 2020 Convertible Note Offering

During the three months ended March 31, 2020, the

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

securities by entering into subscription agreements with “accredited investors” (the “January 2020 Investors”)

for aggregate gross proceeds of $ 87,473 .

The January 2020 Convertible Note Offering consisted

of (a) a 12% Convertible Promissory Note (each a “January 2020 Note” and together, the “January 2020 Notes”),

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

of (i) a fixed conversion price equal to $13.50 per share or (ii) the price provided to investors in connection with (a) any private placement

offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies

in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more

registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange

(a “Qualified Offering”).

The January 2020 Notes mature on the first (6 th )

month anniversary of their issuance dates.

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

notice, the notes will be convertible at 80% multiplied by the lowest VWAP of the common stock during the five (5) consecutive trading

day period immediately preceding the date of the respective conversion, and a default interest rate of 24% will become effective.

The Conversion Price of the January 2020 Note are

subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into

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

Such adjustment shall

result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.

The Company recorded a $ 12,473 debt discount relating

to original issue discount associated with these notes.

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

debt discount and issuance cost.

During the year ended December 31, 2020, the Company

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

The First February 2020 Convertible Loan Agreement

On February 4, 2020, the Company entered into a loan

agreement (the “First February 2020 Loan Agreement”) with an individual (the “First February 2020 Lender”), whereby

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

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

The First February 2020 Note are convertible into

shares of the Company’s common stock, par value $.

001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion

price equal to $ 12.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one

or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount

greater than $ 1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public

offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified

The First February 2020 Notes mature on the first

(6 th ) month anniversary of their issuance dates.

In the event that the Offering’s Purchasers do not choose to convert

the Notes into the Common Stock on or prior to the Maturity Dates and the Notes have not been repaid or an event of default occurs as

defined in the Notes, the notes will be convertible at the lesser of the fixed conversion price or 65% multiplied by the lowest trade

of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion

and a default interest rate of 15% will be applied.

The Conversion Price of the First February 2020 Note

are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible

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

Such adjustment

shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.

The Company recorded a $ 8,000 debt discount relating

to original issue discount associated with these notes.

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

debt discount and issuance cost.

During the year ended December 31, 2020, the Company

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

The Second February 2020 Convertible Loan Agreement

On February 11, 2020, the Company entered into a loan

agreement (the “Second February 2020 Loan Agreement”) with an individual (the “Second February 2020 Lender”),

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

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

As additional

consideration for entering in the Second February 2020 convertible Loan Agreement, the Company issued a five-year warrant to purchase

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

The Second February 2020 Note is convertible into

shares of the Company’s common stock, par value $.

001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion

price equal to $ 13.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one

or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount

greater than $ 1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public

offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified

The Second February 2020 Note matures on the first

(12 th ) month anniversary of its issuance date.

In the event that the Offering’s Purchasers do not choose to convert

the Notes into the Common Stock on or prior to the Maturity Date and the Note is unpaid, the note will be convertible at the lesser of

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

immediately preceding the date of the respective conversion.

The Conversion Price of the First February 2020 Note

is subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible

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

Such adjustment

shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.

The Company recorded a $ 33,340 debt discount relating

to original issue discount associated with this note.

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

discount and issuance cost.

During the year ended December 31, 2020, the Company

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

The Company recorded a Loss on extinguishment of debt

of $ 136,115 .

During the year ended December 31, 2020, the Company

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

The Third February 2020 Convertible Loan Agreement

On February 25, 2020,

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

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

February 2020 Note”).

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

(see Note 5).

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

The Third February 2020 Note is convertible into shares

of the Company’s common stock, par value $.

001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion

price equal to $ 4.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or

more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount

greater than $ 1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public

offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified

The Third February 2020 Note matures on the first

(12 th ) month anniversary of their issuance dates.

In the event that the Offering’s Purchasers do not choose to convert

the Notes into the Common Stock on or prior to the Maturity Dates and the note is unpaid, the notes will be convertible at the lower of

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

immediately preceding the date of the respective conversion.

The Conversion Price of the Third February 2020 Note

are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible

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

Such adjustment

shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.

In accordance with ASC 470-50, since the present value

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

under the terms of the original debt instrument, the Company accounted for the note exchange as described above as a debt extinguishment.

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

This represents the fair value of the warrants issued $445,705 and a debt

premium of $89,336.

The note has an effective interest rate of 24%.

The Company recorded a debt discount of $160,714.

This is made up

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

During the year ended December 31, 2020, the Company

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

The April 2020 Convertible Note Offering

During April of 2020, the Company conducted multiple

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

the Company’s securities by entering into subscription agreements with “accredited investors” (the “April 2020

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

The April 2020 Convertible Note Offering accrues interest at a rate of twelve

percent per annum ( 12 %).

The April 2020 Convertible Note Offering mature on the six (6 th ) month anniversary of their issuance

The April 2020 Note is convertible into shares of

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

price equal to $ 13.50 per share after the maturity date or (ii) any private placement offerings or one or more registered public offerings

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

The Company recorded a $ 50,010 debt discount relating

to original issue discount associated with these notes.

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

debt discount and issuance cost.

During the year ended December 31, 2020, the Company

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

The June 2020 Convertible Loan Agreement

On June 19, 2020, the Company entered into a loan

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

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

Pursuant to the June 2020 Loan Agreement, the June

2020 Note has interest of twelve percent ( 12 %).

As additional consideration for entering in the June 2020 convertible Loan Agreement,

the Company issued a five-year warrant to purchase 49,603 shares of the Company’s common stock at a purchase price of $ 11.55 per

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

Upon default the June 2020 Note is convertible into

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

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

The Company recorded a $ 67,500 debt discount relating

to original issue discount associated with this note.

The Company recorded a $ 274,578 debt discount relating to 49,603 warrants and 5,424

shares issued to investors based on the relative fair value of each equity instrument on the dates of issuance.

The debt discount is being

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

During the year ended December 31, 2020, the lender

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

During the year ended December 31, 2020, the Company

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

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

The First July 2020 Convertible Loan Agreement

2 unchanged sentences

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

Pursuant to the First

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

Pursuant to the

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

The First July 2020 Note matures on June 29,

3 unchanged sentences

the date of the respective conversion.

During the year ended December 31, 2021, the First

July 2020 Note became convertible.

Due to the fact that these convertible notes have an option to convert at a variable amount, they are

subject to derivative liability treatment.

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

The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end.

conversion feature of First July 2020 Note gave rise to a derivative liability of $ 112,743 .

The Company recorded $ 68,000 as a debt discount

and $ 44,743 was recorded to derivative expense.

The debt discount is charged to accretion of debt discount over the remaining term of

the convertible note.

During the year ended December 31, 2021, the Company

converted $ 68,000 in principal and $ 3,400 in interest into 35,469 shares of the Company’s common stock.

The Second July 2020 Convertible Loan Agreement

On July 17, 2020, the Company entered into a loan

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

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

Pursuant to the

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

The Second July 2020 Note matures

on July 17, 2021.

Upon default the Second July 2020 Note is convertible

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

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

The Company recorded a $ 46,750 debt discount relating

to original issue discount associated with this note.

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

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

The debt discount is being accreted over

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

During the year ended December 31, 2020, the Company

repaid $ 250,000 in principal and $ 0 in interest.

The July 2020 Convertible Note Offering

From July 2020 to September 2020, the Company conducted

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

of the Company’s securities by entering into subscription agreements with “accredited investors” (the “July 2020

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

The July 2020 Convertible Note Offering accrues interest at a rate of twelve

percent per annum ( 12 %).

The July 2020 Convertible Note Offering mature on the six (6 th ) month anniversary of their issuance

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 $ 38,215 , the

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

The Company recorded a $ 158,078 debt discount relating

to 30,589 July 2020 Convertible Note Offering issued to investors based on the relative fair value of each equity instrument on the dates

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

The August 2020 Convertible Loan Agreement

On August 17, 2020, the Company entered into a loan

agreement (the “August 2020 Loan Agreement”) with an individual (the “August 2020 Lender”), whereby the August

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

Pursuant to the August 2020 Loan Agreement,

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

The August 2020 Note matures on August 17, 2021.

Upon default or 180 days after issuance the August

2020 Convertible Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”)

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

the date of the respective conversion.

The Company recorded a $ 3,000 debt discount relating

to original issue discount associated with this note.

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

discount and issuance cost.t

During the year ended December 31, 2021, the August

2020 Note became convertible.

Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject

to derivative liability treatment.

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

The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end.

The conversion

feature of August 2020 Note gave rise to a derivative liability of $ 120,759 .

The Company recorded $ 65,000 was recorded as a debt discount

and $ 55,759 was recorded to derivative expense.

The debt discount is charged to accretion of debt discount over the remaining term of

the convertible note.

During the year ended December 31, 2021, the Company

converted $ 68,000 in principal and $ 3,400 in interest into 29,859 shares of the Company’s common stock.

During the year ended December 31, 2021, the

First July 2020 Note became convertible.

Due to the fact that these convertible notes have an option to convert at a variable amount,

they are subject to derivative liability treatment.

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

quantity of shares.

The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period

The conversion feature of First July 2020 Note gave rise to a derivative liability of $ 112,743 .

The Company recorded $ 68,000 as

a debt discount and $ 44,743 was recorded to derivative expense.

The debt discount is charged to accretion of debt discount over

the remaining term of the convertible note.

During the year ended December 31, 2021, the

Company converted $ 68,000 in principal and $ 3,400 in interest into 35,469 shares of the Company’s common stock.

The September 2020 Convertible Loan Agreement

On September 23, 2020, the Company entered into a

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

On September 23, 2020, the Company entered into

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

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

Pursuant to the September

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

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

The September 2020 Note matures on September

2 unchanged sentences

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

The Company recorded a $ 68,255 debt discount relating

to original issue discount associated with this note.

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

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

The Company recorded a $ 68,255 debt discount

relating to original issue discount associated with this note.

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

issued to investors based on the relative fair value of each equity instrument on the dates of issuance.

The debt discount is being accreted

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

During the year ended December 31, 2021, the Company

repaid $ 341,880 in principal and $ 46,200 in interest.

During the year ended December 31, 2021, the

Company repaid $ 341,880 in principal and $ 46,200 in interest.

The October 2020 Convertible Loan Agreement

On October 2, 2020, the Company entered into a loan

agreement (the “October 2020 Loan Agreement”) with an individual (the “October 2020 Lender”), whereby the October

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

Pursuant to the October 2020 Loan

Agreement, the October 2020 Note has interest of six percent ( 6 %).

The October 2020 Note matures on the first (12 th ) month

anniversary of its issuance date.

On October 2, 2020, the Company entered into

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

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

Pursuant to the

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

The October 2020 Note matures on the first (12th)

month anniversary of its issuance date.

Upon default or 180 days after issuance the October

2020 Note is convertible into shares of the Company’s common stock, par value $ 0.001 per share (“Conversion Shares”)

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

the date of the respective conversion.

The Company recorded a $ 19,400 debt discount relating

to original issue discount associated with this note.

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

discount and issuance cost.

During the year ended December 31, 2021, the Second

July 2020 Note became convertible.

Due to the fact that these convertible notes have an option to convert at a variable amount, they are

subject to derivative liability treatment.

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

The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end.

conversion feature of Second July 2020 Note gave rise to a derivative liability of $ 74,860 .

The Company recorded this as a debt discount.

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

preceding the date of the respective conversion.

The Company recorded a $ 19,400 debt discount

relating to original issue discount associated with this note.

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

of debt discount and issuance cost.

During the year ended December 31, 2021, the

Second July 2020 Note became convertible.

Due to the fact that these convertible notes have an option to convert at a variable amount,

they are subject to derivative liability treatment.

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

quantity of shares.

The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period

The conversion feature of Second July 2020 Note gave rise to a derivative liability of $ 74,860 .

The Company recorded this as a debt

The debt discount is charged to accretion of debt discount over the remaining term of the convertible note.

During the year ended

December 31, 2021, the Company converted $ 169,400 in principal and $ 4,620 in interest into 55,631 shares of the Company’s common

The First December 2020 convertible Loan Agreement

On December 9, 2020, the Company entered into a loan

agreement (the “First December 2020 Loan Agreement”) with an individual (the “First December 2020 Lender”), whereby

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

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

As additional consideration

for entering in the First December 2020 convertible Loan Agreement, the Company issued 45,000 shares of the Company’s common stock.

During the year ended December 31, 2021, the

Company converted $ 169,400 in principal and $ 4,620 in interest into 55,631 shares of the Company’s common stock.

The First December 2020 convertible Loan

On December 9, 2020, the Company entered into

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

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

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

As additional

consideration for entering in the First December 2020 convertible Loan Agreement, the Company issued 45,000 shares of the Company’s

common stock.

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

Upon default the First December 2020 Note is convertible

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

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

The Company recorded a $ 110,300 debt discount relating

to original issue discount associated with this note.

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

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

The debt discount is being accreted over

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

During the year ended December 31, 2021 the Company

repaid $ 600,000 in principal and $ 4,340 in interest.

The Second December 2020 Convertible Loan Agreement

On December 30, 2020, the Company entered into a loan

agreement (the “Second December 2020 Loan Agreement”) with an individual (the “Second December 2020 Lender”),

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

Pursuant to the Second December 2020 Loan Agreement, the Second December 2020 Note has interest of six percent ( 6 %).

The Second December

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

Upon default the Second December 2020 Note is convertible

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

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

The Company recorded a $ 18,900 debt discount relating

to original issue discount associated with this note.

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

discount and issuance cost.

During the year ended December 31, 2021, the Second

December 2020 Note became convertible.

Upon default the First December 2020 Note is

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

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

The Company recorded a $ 110,300 debt discount

relating to original issue discount associated with this note.

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

issued to investors based on the relative fair value of each equity instrument on the dates of issuance.

The debt discount is being accreted

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

During the year ended December 31, 2021, the

Company repaid $ 600,000 in principal and $ 4,340 in interest.

The May 2021 Convertible Note Offering

On May 14, 2021, the Company conducted multiple

closings of a private placement offering to accredited investors (the “May 2021 Convertible Note Offering”) of units of the

Company’s securities by entering into subscription agreements with “accredited investors” (the “May 2021 Investors”)

for aggregate gross proceeds of $ 3,690,491 .

The May 2021 convertible notes are convertible into shares of the Company’s common

stock, par value $ .001 per share at a conversion price of $ 5.00 per share.

As additional consideration for entering in the

May 2021 Convertible Note Offering, the Company issued 1,090,908 warrants of the Company’s common stock.

2021 Convertible Note matures on November 14, 2022.

The Company recorded a $ 1,601,452 debt discount

relating to 1,090,908 warrants 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.

The Company recorded a $ 666,669 debt discount

relating to an original issue discount and $ 539,509 of debt issuance costs related to fees paid to vendors relating to the offering.

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

During the year ended December 31, 2021, the Company converted $ 4,666,669 in

principal into 933,334 shares of the Company’s common stock.

The July 2021 Convertible Loan Agreement

On July 6, 2021, the Company entered into a loan

agreement (the “July 2021 Loan Agreement”) with an individual (the “July 2021 Lender”), whereby the July 2021

Lender issued the Company a promissory note of $ 168,850 (the “July 2021 Note”).

Pursuant to the July 2021 Loan Agreement,

the July 2021 Note has interest of six percent ( 6 %).

The July 2021 Note matures on the first (12 th ) month anniversary of its

issuance date.

Upon default or 180 days after issuance the July

2021 Note is convertible into shares of the Company’s common stock, par value $ 0.001 per share (“Conversion Shares”)

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

preceding the date of the respective conversion.

The Company recorded a $15,850 debt discount

relating to an original issue discount and $ 3,000 of debt issuance costs related to fees paid to vendors relating to the offering.

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

During the year ended December 31, 2022, the

July 2021 Note became convertible.

Due to the fact that these convertible notes have an option to convert at a variable amount, they

1 unchanged sentence

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

The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end.

conversion feature of Second December 2020 Note gave rise to a derivative liability of $ 108,880 .

The conversion feature has been measured at fair value using a Binomial model at the conversion date.

The conversion feature

of July 2021 Note gave rise to a derivative liability of $ 100,532 .

The Company recorded this as a debt discount.

The debt discount is charged to accretion of debt discount over the remaining term of the convertible note.

During the year ended December 31, 2021, the Company

converted $ 168,900 in principal and $ 4,605 in interest into 74,706 shares of the Company’s common stock.

The May 2021 Convertible Note Offering

On May 14, 2021, the Company conducted multiple closings

of a private placement offering to accredited investors (the “May 2021 Convertible Note Offering”) of units of the Company’s

securities by entering into subscription agreements with “accredited investors” (the “May 2021 Investors”) for

aggregate gross proceeds of $ 3,690,491 .

The May 2021 convertible notes are convertible into shares of the Company’s common stock,

001 per share at a conversion price of $ 5.00 per share.

As additional consideration for entering in the May 2021 Convertible

Note Offering, the Company issued 1,090,908 warrants of the Company’s common stock.

The May 2021 Convertible Note matures on November

The Company recorded a $ 1,601,452 debt discount relating

to 1,090,908 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance.

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

The Company recorded a $ 666,669 debt discount relating

to an original issue discount and $ 539,509 of debt issuance costs related to fees paid to vendors relating to the offering.

The debt discount

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

During the year ended December 31, 2021, the Company converted $ 4,666,669

in principal into 933,334 shares of the Company’s common stock.

The July 2021 Convertible Loan Agreement

On July 6, 2021, the Company entered into a loan agreement

(the “July 2021 Loan Agreement”) with an individual (the “July 2021 Lender”), whereby the July 2021 Lender issued

the Company a promissory note of $ 168,850 (the “July 2021 Note”).

Pursuant to the July 2021 Loan Agreement, the July 2021

Note has interest of six percent ( 6 %).

The July 2021 Note matures on the first (12 th ) month anniversary of its issuance date.

Upon default or 180 days after issuance the July 2021

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

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

The debt discount is

charged to accretion of debt discount over the remaining term of the convertible note.

During the year ended December 31, 2022, the

note holder converted $ 168,850 of principal and $ 4,605 of interest into 109,435 shares of the Company’s common

The unamortized debt discount of $ 96,803 was recorded to extinguishment of debt due to conversion.

The Second February 2022 Loan Agreement

On February 22, 2022, the Company entered into

a loan agreement (the “Second February 2022 Loan Agreement”) with a lender (the “Second February 2022 Lender”),

whereby the Second February 2022 Lender issued the Company a promissory note of $ 337,163 (the “Second February 2022 Note”).

Pursuant to the Second February 2022 Loan Agreement, the Second February 2022 Note has an interest rate of 11 %.

date of the Second February 2022 Note is February 22, 2023 (the “Second February 2022 Maturity Date”).

The Company is required

to make 10 monthly payments of $ 37,425 .

Upon default the Second February 2022 Note is

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

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

the date of the respective conversion.

The Company recorded a $ 15,850 debt discount relating

to an original issue discount and $ 3,000 of debt issuance costs related to fees paid to vendors relating to the offering.

The debt discount

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

During the year ended December 31, 2021, the Company accrued $ 4,941 in

Note 10 – Related Party

Note receivable

October 2019 Cacher Loan Agreement

On October 28, 2019, the Company entered into

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

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

The October 2019 Cacher Note has a

maturity date of October 28, 2020.

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

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

Cacher Studios LLC is owned and operated

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

This investment is evaluated for impairment if events or circumstances

arise that indicate that the carrying amount of such assets may not be recoverable.

During the year ended December 31, 2020 the Company

recorded an impairment of $ 11,450 .

Convertible notes

The March 2018 Convertible Note Offering

During the year ended December 31, 2018, the Company

conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible Note Offering”)

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

for aggregate gross proceeds of $ 239,400 .

The March 2018 Convertible Note Offering consisted

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

“March 2018 Unit” and collectively, the “March 2018 Units”), with each March 2018 Unit consisting of (a) a 14%

Convertible Secured Promissory Note (each a “March 2018 Note” and together the “March 2018 Notes”), convertible

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

$12.00 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”)

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

Shares”) at an exercise price of $12.00 per share (“Exercise Price”).

The Notes mature on the second (2nd) anniversary

of their issuance dates.

The Conversion Price of the Note and the Exercise

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

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

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

carve-outs as described therein.

The Company recorded a $ 84,854 debt discount relating

to 19,950 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance.

The debt discount

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

During the year ended December 31, 2018, the Company

converted $ 239,000 of principal and $ 15,401 of unpaid interest into the August 2018 Equity Raise.

During the year ended December 31, 2020 the lender

forgave $ 400 of principal and $ 70 of unpaid interest.

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

of Comprehensive Income (Loss).

The February 2019 Convertible Note Offering

During the year ended December 31, 2019, the Company

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

securities by entering into subscription agreements with “accredited investors” (the “February 2019 Investors”)

for aggregate gross proceeds of $ 20,000 .