What changed in this filing

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Item 9A. Controls and Procedures

2023-04-19 compared with 2022-04-06 · 355 added, 523 removed, 334 unchanged (72% of the section changed)

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

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

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

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

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

that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer,

as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s

Report on Internal Control over Financial Reporting

(b) Management’s Report on Internal Control

over Financial Reporting

This Company’s management is responsible

for establishing and maintaining internal controls over financial reporting and disclosure controls.

Internal Control Over Financial

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

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

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

generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance

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

Provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management

and directors of the registrant;

Provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could

have a material effect on the financial statements.

Internal Control Over Financial Reporting

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

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

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

accounting principles and includes those policies and procedures that:

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

Provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures

of the issuer are being made only in accordance with authorizations of management and directors of the registrant;

Provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Disclosure controls and procedures are designed

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

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

that our internal control over financial reporting was not effective.

The Company’s assessment identified certain material weaknesses

which are set forth below:

As of period covered by this Annual Report on

Form 10-K, we have concluded that our internal control over financial reporting was not effective.

The Company’s assessment identified

certain material weaknesses which are set forth below:

Functional Controls and Segregation of Duties

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there are limited controls over information processing.

There is an inadequate segregation of duties

consistent with control objectives.

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

where limitations on segregation of duties exist.

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

greater segregation of duties.

There is an inadequate segregation of duties consistent

with control objectives.

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

on segregation of duties exist.

In order to remedy this situation, we would need to hire additional staff to provide greater segregation

Accordingly, as the result of identifying the

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Management believes that the material weaknesses

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

not have a material effect on our financial results.

set forth above were the result of the scale of our operations and are intrinsic to our small size and believes these weaknesses did not

have a material effect on our financial results.

Management continues to take actions to remedy these weaknesses, including the process

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provide only management’s report herein.

Control over Financial Reporting

There were no changes

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

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

However, during fourth

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

and optimizing its infrastructure around these controls and believes that this process can positively affect our internal control over

financial reporting in the future.

There were no changes in our internal control

over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal

quarter that have materially affected our internal control over financial reporting.

OTHER INFORMATION

On April 5, 2022, upon

the recommendation of the Compensation Committee of the Board, the Board approved employment agreements with, and equity issuances for,

(i) Jeremy Frommer, Executive Chairman, who will receive (a) an signing award of $80,000, (b) an annual salary of $420,000;

options, to vest immediately with a strike price of $1.75, and (d) 50,000 shares of the Company’s restricted common stock;

Laurie Weisberg, Chief Executive Officer, who will receive (a) an annual salary of $475,000;

(b) 121,000 options, to vest immediately

with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock;

(iii) Justin Maury, Chief Operating

Officer & President, who will receive (a) an annual salary of $475,000 (b) 81,000 options, to vest immediately with a strike price

of $1.75, and (c) 50,000 shares of the Company’s restricted common stock;

and (iv) Chelsea Pullano, Chief Financial Officer, who

will receive (a) an annual salary of $250,000;

(b) 37,000 options, to vest immediately with a strike price of $1.75, and (c) 35,000 shares

of the Company’s restricted common stock (collectively, the “Executive Employment Arrangements”).

Pursuant to the Executive

Employment Arrangements, the Company entered into executive employment agreements with each of the respective executives as of April 5,

2022 (the “Executive Employment Agreements”).

The Executive Employment Agreements contain customary terms, conditions and

foregoing descriptions of the Executive Employment Agreements do not purport to be complete and are qualified in their entirety by reference

to the forms of Amended Executive Employment Agreements, copies of which are filed as Exhibits 10.40, 10.41, 10.42 and 10.43 to this Annual

Report on Form 10-K and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions that Prevent

Not Applicable.

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of this Form 10-K:

Laurie Weisberg

Chief Executive Officer, Director

Jeremy Frommer

Executive Chairman of the Board of Directors

Lorraine Hendrickson

Chief Operating Officer & President

Chief Executive Officer

Chelsea Pullano

Chief Financial Officer

Laurie Weisberg – Chief

Executive Officer and Director

Weisberg was elected to our board of

directors in July 2020 and has been our Chief Executive Officer since 2022.

Previously, she held the position of Co-Chief Executive

Officer from August 2021 to February 2022, and Chief Operating Officer from September 2020 to August 2021.

Weisberg, who has served as

the Chief Sales Officer at Intent since February 2019, has spent over 25 years at the forefront of sales and marketing innovation

in the technology space, having held leadership positions at various technology companies including Thrive Global, Curalate, and Oracle

From October 2010 to April 2015, Ms.

Weisberg was a member of the executive leadership team at Datalogix,

leading up to its acquisition by Oracle in 2015, at which point she assumed the role of VP of Oracle Data Cloud.

Additionally, Ms.

has served on the Advisory Board at Crowdsmart, an intelligent data-driven investment prediction platform since April 2019.

Weisberg was born and educated in England.

We believe Ms.

Weisberg is qualified to serve on our board of directors due

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

Jeremy Frommer – Executive

Chairman and Co-Founder

Frommer was appointed Executive Chairman

in February 2022 and has been a member of our board of directors since February 2016.

Chief Information Officer

Jeremy Frommer - Chief Executive Officer

Frommer was appointed Executive Chairman in

February 2022 and has been a member of our board of directors since February 2016.

Previously, he served as our Chief Executive Officer

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financial and leadership experience.

Joanna Bloor – Director

Bloor, age 52, Founder

and CEO of The Amplify Lab, combines over 7 years of experience in Technology senior management following a 15-year career as a Senior

Executive in Operations and Marketing.

Previously, she had been involved in three companies in the Technology and Media industry,

holding positions including VP of Sales Operations, AVP of Sales Operations and Director of Sales Operations, and board member.

From 2010 through 2015, she held the position of VP of Sales Operations at Pandora, a technology and entertainment company.

Bloor was the AVP of Sales Operations for CBS Interactive, Inc., a Digital Media and News organization.

From 2000 to 2001,

she was the Director of Sales Operations for OpenTable.com, an online restaurant reservation company.

Joanna is also currently the Founder

and CEO of The Amplify Lab., a career coaching company rooted in technology, data, and human experiences.

We believe Joanna will be invaluable

assisting Creatd shape and implement company culture transformation, overall operations, and human capital management.

She has also had

specific and deep experience in scaling revenue and implementing teams for numerous public and private companies, including leading technology

companies and consumer brands that generate multi-million to hundreds of millions in annual revenue.

Brad Justus – Director

Justus, age 61, most

recently Director of International Publishing at Riot Games, combines over 13 years of executive management experience in the game development

and publishing industries with more than 10 years in multiple C-Suite officer roles.

Previously, he had been involved in 3 companies

in the technology and gaming industry, holding positions including Vice President of Marketing and Brand Experience, Chief Marketing Officer,

Chief Executive Officer, and Senior Vice President.

From 2015 to 2016, he served as Chief Experience Officer at Radiant Entertainment,

a gaming company that was acquired by Riot Games in 2016.

Majar – Director

was appointed to the Board on November 2, 2022.

Majar, is the Founder and Managing Member of Majar Advisors, combines over 25 years

of experience in investment banking, financial services and technology, and management consulting, having held numerous senior management

and executive positions including Chief Financial Officer, Head of Financial Technology, Head of Strategy, as well as several Managing

Director positions.

From 2015 to 2017, Mr.

Justus was VP of Marketing and Brand Experience at ROBLOX

Corporation, a digital community, and gaming company.

From 2009 to 2012, he was Chief Marketing Officer at ClearStreet, Inc., a fintech

startup company.

From 2006 through 2007, Mr.

Justus was the Senior Vice President for Art.com, an online art marketplace.

2005, he was President and CEO for Informative, Inc., an online technology survey company.

Previously, he was Senior Vice President at

LEGO, an industry-leading toy company from 1999 to 2004.

Since 2016 Mr.

Justus held titles including Director, Brand Marketing and

Director, International Publishing at Riot Games, a video game company where he also led the creator-driven global launch of the blockbuster

game VALORANT in 2020.

Justus holds a Bachelor of Arts cum laude in Political Science from Amherst College.

Justus will be a strong addition to Creatd’s board of directors because of his experience leading branding, marketing, and product

development teams at numerous direct to consumer companies.

Many of these companies are tech- and community-focused, just like Creatd.

He will also advise on overall online strategy and revenue growth.

Lorraine Hendrickson – Director

Lorraine Hendrickson, age 56, combines over 20 years of experience in the investment banking industry, having held numerous senior management

and executive positions including Chief Administration Officer, Vice President of Business Development, Corporate Relations, and Investment

Strategy as well as various Director positions.

From 2004 to 2006, Ms.

Hendrickson served as Vice President Investment Strategy &

Corporate Relations at Merrill Lynch Investment Management.

From 2006 to 2011, Ms.

Hendrickson was Director at BNY Mellon.

An investment

management firm.

From 2011 to 2012, she moved to Hong Kong with BNY Mellon to become their Chief Administration Officer, Global Distribution.

From 20014 to 2015, Ms.

Hendrickson moved to become a Director, within the Investment Management Advisory division of Deloitte UK, the

leading London-based international consulting firm.

She was subsequently recruited by a client and, from 2015-2018, served as the Program

Director of London CIV (Collective Investment Vehicle), the City of London’s first alternative asset management company owned and

operated by the local government.

She holds a Bachelor of Science in Finance from Rider University.

We believe Ms.

will add considerable value, including through her comprehensive and diverse investment management experience, deep knowledge of governance

and regulatory frameworks, and broad experience with business development, operations, and executive leadership.

Justin Maury – Chief Operating

Officer and Co-Founder

Maury has served as our President since January

2019, and was appointed Chief Operating Officer in August 2021.

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

With over ten years of design and product management experience in the creative industry, Mr.

Maury’s passion for the creative

arts and technology ultimately resulted in the vision for Vocal.

Since joining Creatd in 2013, Maury has overseen the development and

launch of the company’s flagship product, Vocal, an innovative platform that provides storytelling tools and engaged communities

for creators and brands to get discovered while funding their creativity.

Under Maury’s supervision, Vocal has achieved growth

to over 380,000 creators across 34 genre-specific communities in its first two years since launch.

Chelsea Pullano – Chief

Financial Officer

Majar served as Managing Director in Investment Banking and co-Head of Diversified Financial

Services at Piper Jaffray & Co.

(now Piper Sandler Companies).

From 2017 to 2018, Mr.

Majar provided management consulting services

through his self-established firm, Majar Advisors LLC, which remains in operation through the present.

From 2018 to 2021, Mr.

as Managing Director, Head of Financial Technology at New York-based investment banking and financial advisory firm, TAP Advisors, LLC.

Between 2021 and 2022, Mr.

Majar served as Chief Financial Officer at information technology company Hoyos Integrity Corp., having previously

served as a longtime advisor to the firm.

Majar holds an undergraduate degree from University of Washington and an MBA from Columbia

As a board director, Mr.

Majar will add considerable value, including through his comprehensive and diverse investment management

experience, deep knowledge of financial technology services and transactions, and broad experience with corporate development, strategy

consulting, and executive leadership.

Erica Wagner – Director

Erica Wagner joins the Board with over 25 years

of experience as a journalist, broadcaster, editor and author.

From 2016 through 2021, Ms.

Wagner was a Lecturer, and later Senior Lecturer,

at Goldsmith’s College, University of London, where she taught creative writing.

Wagner was previously Lead Editorial Innovator

for Creatd, Inc., has previously and currently held roles as a freelance editor, journalist, and contributing writer for numerous outlets

both in the U.K.

and the U.S., including The New Statesman, Harper’s Bazaar, the Economist, the Observer, the New York Times.

Wagner is also a freelance literary and creative consultant for Chanel, as well as the host of their branded podcast.

She has twice been

a judge of the Booker Prize and has been judge and Chair of the Goldsmiths Prize.

Wagner was awarded an Honorary PhD by the

University of East Anglia, and currently Goldsmith’s College Distinguished Writers’ Centre Fellow.

She has an undergraduate

degree from University of Cambridge, a Master’s degree from University of East Anglia, and an Honorary PhD from the University of

As a member of Creatd’s board of directors, Ms.

Wagner will add significant expertise with respect to informing the

Company’s literary and creative direction, having worked closely with news organizations, commercial companies and publishers, to

advise their creative direction and its application towards commercial success.

Justin Maury - Chief Operating Officer

and President

Maury served as our President since January

2019, and was appointed Chief Operating Officer in August 2021, on September 2, 2022, Mr.

Maury was appointed to serve as Director of

the Company’s Board.

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

With over ten years of design

and product management experience in the creative industry, Mr.

Maury’s passion for the creative arts and technology ultimately

resulted in the vision for Vocal.

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

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

while funding their creativity.

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

communities in its first two years since launch.

As a director, we believe Mr.

Maury will add considerable value, including through by

providing a unique perspective into Creatd’s product performance and evolution and by providing invaluable direct input to help

guide the Company’s ongoing refinement of its technology roadmap and maturation of its business model.

Chelsea Pullano - Chief Financial Officer

Pullano has been our Chief Financial Officer

since June 2020.

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

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

Prior to her current role, Ms.

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

as our Head of Corporate Finance, a role in which she coordinated our periodic reports under the Exchange Act and other financial matters.

Prior to joining the Finance Department, Ms.

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

Head of Corporate Finance, a role in which she coordinated our periodic reports under the Exchange Act and other financial matters.

to joining the Finance Department, Ms.

Pullano was a member of our operations team from 2015 to 2017.

She holds a B.A.

State University of New York College at Geneseo.

from the State

University of New York College at Geneseo.

Robert Tal - Chief Information

Robert Tal is Chief Information Officer at

Creatd, Inc., a role to which he was appointed following nearly eight years of experience building and running data management and analytics

capabilities, leading the Company’s growth marketing strategy and team encompassing acquisition and lifecycle, managing data science

projects focused on subscription growth and maintaining strong collaboration with the product team;

Tal’s supervision,

the Company has significantly increased its return on advertising spend as well as lowered its customer acquisition costs.

lengthy tenure with Creatd, beginning in 2015, Mr.

Tal has gained in-depth knowledge of the Company’s business and operations,

and has worked closely with executive team, board of directors, and leaders of each of Creatd’s business units to advance the Company’s

business intelligence capabilities, develop and maintain information systems controls and strengthen Creatd’s information technology

organization.

Tal has an undergraduate degree in information technology and informatics from Rutgers University.

Director Terms;

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Director Independence

The listing rules of

The Nasdaq Stock Market LLC (“Nasdaq”) require that independent directors must comprise a majority of a listed company’s

board of directors.

In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s

audit, compensation, and nominating and governance committees be independent.

Audit committee members must also satisfy the independence

criteria set forth in Rule 10A-3 under the Exchange Act.

Under the rules of Nasdaq, a director will only qualify as an “independent

director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere

with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors

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

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

Based upon information

requested from and provided by each director concerning his background, employment and affiliations, including family relationships,

the board of directors has determined that Joanna Bloor, Brad Justus and Lorraine Hendrickson are “independent” as that term

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

In making these determinations,

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

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

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

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

Our board of directors has undertaken a review

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

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

Based upon information requested from and

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

has determined that Peter Majar is “independent” as that term is defined under the applicable rules and regulations of the

SEC and the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”).

In making these determinations, our board of directors

considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances

our board of directors deemed relevant in determining their independence, including the beneficial ownership of the Company’s capital

stock by each non-employee director, and any transactions involving them described in the section captioned “—Certain relationships

and related transactions and director independence.”

Board Committees

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responsibilities of each committee are described in more detail below.

Nasdaq permits a phase-in period of up to one

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

and Corporate Governance Committee independence requirements.

Under the initial public offering phase-in period, only one member of each

committee is required to satisfy the heightened independence requirements at the time our registration statement becomes effective, a

majority of the members of each committee must satisfy the heightened independence requirements within 90 days following the effectiveness

of our registration statement, and all members of each committee must satisfy the heightened independence requirements within one year

from the effectiveness of our registration statement.

Audit Committee

The Audit Committee, among other things, will

be responsible for:

The Audit Committee, among other things, is responsible

● Appointing;

approving the compensation of;

approving the compensation

overseeing the work of;

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

● Reviewing the internal audit function, including

its independence, plans, and budget;

● Approving, in advance, audit and any permissible

non-audit services performed by our independent auditor;

● Reviewing our internal controls with the independent

auditor, the internal auditor, and management;

● Reviewing the adequacy of our accounting and

financial controls as reported by the independent auditor, the internal auditor, and management;

● Overseeing our financial compliance system;

● Overseeing our major risk exposures regarding

the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology.

● Reviewing the internal audit

function, including its independence, plans, and budget;

● Approving, in advance, audit

and any permissible non-audit services performed by our independent auditor;

● Reviewing our internal controls

with the independent auditor, the internal auditor, and management;

● Reviewing the adequacy of our

accounting and financial controls as reported by the independent auditor, the internal auditor, and management;

● Overseeing our financial compliance

● Overseeing our major risk exposures

regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information

The board of directors has affirmatively determined

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Audit Committee.

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

Hendrickson meets the qualifications of an Audit Committee financial expert.

The Audit Committee consists of Ms.

Justus and Ms.

Hendrickson chairs the Audit Committee.

We believe that the functioning of the Audit Committee complies

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

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

Majar meets the qualifications of an Audit Committee financial expert.

The Audit Committee consists of Mr.

Majar, Chair.

Compensation Committee

The Compensation Committee will be responsible

● Reviewing and making recommendations to the Board

with respect to the compensation of our officers and directors, including the CEO;

● Overseeing and administering the Company’s

executive compensation plans, including equity-based awards;

● Negotiating and overseeing employment agreements

with officers and directors;

● Overseeing how the Company’s compensation

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

The board of directors has adopted a written

charter setting forth the authority and responsibilities of the Compensation Committee.

The Compensation Committee consists of Ms.

Justus and Ms.

Bloor serves as chairman of the Compensation Committee.

The board of directors has affirmatively

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

under SEC rules and Nasdaq listing rules.

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

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

and regulations of Nasdaq listing rules and the SEC.

● Reviewing and making recommendations

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

● Overseeing and administering

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

● Negotiating and overseeing

employment agreements with officers and directors;

● Overseeing how the Company’s

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

The board of directors has adopted a written charter

setting forth the authority and responsibilities of the Compensation Committee.

The Compensation Committee consists of Mr.

who serves as chair, and Ms.

The board of directors has affirmatively determined that Peter Majar meets the independence criteria

applicable to compensation committee members under SEC rules and Nasdaq listing rules.

The Company believes that the composition of the

Compensation Committee meets the requirements for independence under, and the functioning of such Compensation Committee will comply with,

any applicable requirements of the rules and regulations of Nasdaq listing rules and the SEC.

Nominating and Corporate Governance Committee

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among other things, is responsible for:

● Reviewing and assessing the development of the

executive officers and considering and making recommendations to the Board regarding promotion and succession issues;

● Evaluating and reporting to the Board on the

performance and effectiveness of the directors, committees and the Board as a whole;

● Working with the Board to determine the appropriate

and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each

● Annually presenting to the Board a list of individuals

recommended to be nominated for election to the Board;

● Reviewing, evaluating, and recommending changes

to the Company’s Corporate Governance Principles and Committee Charters;

● Recommending to the Board individuals to be elected

to fill vacancies and newly created directorships;

● Overseeing the Company’s compliance program,

including the Code of Conduct;

● Overseeing and evaluating how the Company’s

corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning,

may affect the Company’s major risk exposures.

The board of directors has adopted a written

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

● Reviewing and assessing the

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

● Evaluating and reporting to

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

● Working with the Board to determine

the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full

Board and each committee;

● Annually presenting to the

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

● Reviewing, evaluating, and

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

● Recommending to the Board individuals

to be elected to fill vacancies and newly created directorships;

● Overseeing the Company’s

compliance program, including the Code of Conduct;

● Overseeing and evaluating how

the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure,

and succession planning, may affect the Company’s major risk exposures.

The board of directors has adopted a written charter

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

The Nominating and Corporate Governance Committee

consists of Ms.

Justus and Ms.

Justus serves as chair.

The Company’s board of directors has determined

that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the independent director guidelines

of Nasdaq listing rules.

Compensation Committee Interlocks and

Insider Participation

None of the Company’s

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

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

of directors or its compensation committee.

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

officer or employee of the company.

Wagner, who serves as chair, and Mr.

The Company’s board of directors has determined that Peter Majar is

independent within the meaning of the independent director guidelines of Nasdaq listing rules.

Compensation Committee Interlocks and Insider Participation

None of the Company’s executive officers

serves, or in the past has served, as a member of the compensation committee, or other committee serving an equivalent function, of any

entity that has one or more executive officers who serve as members of the Company’s board of directors or its compensation committee.

Code of Business Conduct and Ethics

The Company’s

Board of Directors has adopted a code of business conduct and ethics applicable to its employees, directors and officers, in accordance

with applicable U.S.

federal securities laws and the corporate governance rules of Nasdaq.

The code of business conduct and ethics will

be publicly available on the Company’s website.

Any substantive amendments or waivers of the code of business conduct and ethics

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

as required by applicable U.S.

The Company’s Board of Directors has adopted

a code of business conduct and ethics applicable to its employees, directors and officers, in accordance with applicable U.S.

securities laws and the corporate governance rules of Nasdaq.

The code of business conduct and ethics will be publicly available on the

Company’s website.

Any substantive amendments or waivers of the code of business conduct and ethics or code of ethics for senior

financial officers may be made only by the Company’s board of directors and will be promptly disclosed as required by applicable

federal securities laws and the corporate governance rules of Nasdaq.

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the following persons filed the following number of transactions on Section 16 beneficial ownership disclosure filings late for transactions:

Mark Standish filed one Form 4 late with respect to one transaction;

Arthur Rosen filed one Form 5 for late filings with respect to five transactions;

Eric Ellis Goldberg filed one Form 4 for late filings with respect to two transactions, and

one Form 3 late with respect to two transactions.

Jeremy Frommer filed one Form 4 late with respect to

three transaction.

Peter Majar is late with respect to one Form 3 filing.

Erica Wagner is late with respect to one Form 3 filing.

EXECUTIVE COMPENSATION

following information is related to the compensation paid, distributed or accrued by us for the years ended December 31, 2021 and December

31, 2020 for our Chief Executive Officer (principal executive officer) serving during the year ended December 31, 2021 and the three

other executive officers serving at December 31, 2021 whose total compensation exceeded $100,000 (the “Named Executive Officers”).

Name and Principal Position

The following information is related to the compensation

paid, distributed or accrued by us for the years ended December 31, 2022 and December 31, 2021 for our Chief Executive Officer (principal

executive officer) serving during the year ended December 31, 2022 and the three other executive officers serving at December 31, 2021

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

Incentive Plan

Laurie Weisberg

Chief Executive Officer

President & Chief Operating Officer

$ 542,679 (1)

Former Chief Executive Officer (9)

President & Chief Operating Officer

Chelsea Pullano

Chief Financial Officer

$ 38,050 (10)

Jeremy Frommer

Executive Chairman

$ 469,255 (11)

Chief Executive Officer (10)

The $542,679 includes payment to Ms.

Weisberg for health insurance.

Weisberg for living expenses, health insurance, and severance pay.

The $24,925 includes payment to Ms.

12 unchanged sentences

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

On May 13, 2020, the Company exchanged 167,955 stock options for 251,933 shares of Common Stock.

$403,604 is attributable to this exchange.

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

On May 13, 2020, the Company exchanged 14,205 stock options for 21,308

shares of Common Stock.

On May 13, 2020, the Company exchanged 200,000 stock options for 300,000

shares of Common Stock.

$456,134 is attributable to this exchange.

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

lieu of wages.

Weisberg served as Chief Operating Officer from September 2020 to August 2021, Co-Chief Executive Officer with Jeremy Frommer from August 2021 to February 2022, and Chief Executive Officer from February 2022 until her resignation in September 2022.

Frommer served as Chief Executive Officer until August 2021, Co-Chief Executive Officer with Laurie Weisberg from August 2021 to February 2022, Executive Chairman from February 2022 to September 2022, and Chief Executive Officer after September 2022.

Employment Agreements

As of December 31, 2021, the Company had not entered

into any employment agreements, but has entered into such agreements with its Chief Executive Officer, Executive Chairman, President &

Chief Operating Officer, and Chief Financial Officer subsequent to December 31, 2021.

On April 5, 2022, upon the recommendation of the

Compensation Committee of the Board, the Board approved employment agreements with, and equity issuances for, (i) Jeremy Frommer, Executive

Chairman, who will receive (a) an signing award of $80,000, (b) an annual salary of $420,000;

with a strike price of $1.75, and (d) 50,000 shares of the Company’s restricted common stock;

(ii) Laurie Weisberg, Chief Executive

Officer, who will receive (a) an annual salary of $475,000;

(b) 121,000 options, to vest immediately with a strike price of $1.75, and

(iii) Justin Maury, Chief Operating Officer & President, who will

receive (a) an annual salary of $475,000 (b) 81,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of

the Company’s restricted common stock;

and (iv) Chelsea Pullano, Chief Financial Officer, who will receive (a) an annual salary

(b) 37,000 options, to vest immediately with a strike price of $1.75, and (c) 35,000 shares of the Company’s restricted

common stock (collectively, the “Executive Employment Arrangements”).

Pursuant to the Executive Employment Arrangements,

the Company entered into executive employment agreements with each of the respective executives as of April 5, 2022 (the “Executive

Employment Agreements”).

The Executive Employment Agreements contain customary terms, conditions and rights.

2022 Equity Incentive Plan

Our 2020 Equity Incentive Plan (the “2020

Plan”) provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights (“SARs”),

restricted stock, restricted stock units (“RSUs”), and other stock-based awards and there are 2,500,000 shares originally

reserved under the 2020 Plan.

Our Omnibus Securities and Incentive Plan (the

“2022 Plan”) provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights

(“SARs”), restricted stock, restricted stock units (“RSUs”), and other stock-based awards and there are 30,000,000

shares originally reserved under the 2022 Plan.

No further awards may be issued under the Jerrick

Ventures 2015 Incentive and Award Plan (the “2015 Plan”), but all awards under the 2015 Plan that are outstanding as of the

Effective Date will continue to be governed by the terms, conditions and procedures set forth in the 2015 Plan and any applicable award

Equity Awards at Fiscal Year-End 2021

December 31, 2021, we had outstanding equity awards as follows:

Ventures 2015 Incentive and Award Plan (the “2015 Plan”) or the 2020 Equity Incentive Plan (the “2020 Plan”) but

all awards under the 2015 Plan and the 2020 Plan that are outstanding as of the Effective Date will continue to be governed by the terms,

conditions and procedures set forth in the 2015 Plan and any applicable award agreement.

Outstanding Equity Awards at Fiscal Year-End

At December 31, 2022, we had outstanding equity awards as follows:

Unexercisable

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February 19, 2028 (8)

(1) Effective

February 5, 2016, to August 13, 2021, Jeremy Frommer was appointed as our Chief Executive Officer.

Starting August 13, 2021, Jeremy Frommer

was appointed Co-Chief Executive Officer with Laurie Weisberg.

(2) Effective

September 28, 2020, to August 13, 2021, Laurie Weisberg was appointed as our Chief Operating Officer.

Starting August 13, 2021, Laurie

Weisberg Co-Chief Executive Officer with Jeremy Frommer.

(3) Effective

January 31, 2019, to August 13, 2021, Justin Maury was appointed as our President.

Starting August 13, 2021, Justin Maury was appointed

Chief Operating Officer in addition to President.

(4) Effective

June 29, 2020, Chelsea Pullano was appointed Chief Financial Officer.

options expire on October 28, 2026, 200,000 options expire on February 19, 2027, 200,000 options expire on February 19, 2028.

options expire on February 4, 2026, 121,000 options expire on October 28, 2026, 25,000 options expire on February 19, 2027, 25,000 options

expire on February 19, 2028.

options expire on October 28, 2026, 187,000 options expire on February 19, 2027, 187,000 options expire on February 19, 2028.

options expire on October 28, 2026, 75,000 options expire on February 19, 2027, 75,000 options expire on February 19, 2028.

Effective January 31, 2019, to August 13, 2021, Justin Maury was appointed as our President.

Starting August 13, 2021, Justin Maury was appointed Chief Operating Officer in addition to President.

Effective June 29, 2020, Chelsea Pullano was appointed Chief Financial Officer.

89,188 options expire on April 1, 2026;

121,000 options expire on October 28, 2026;

200,000 options expire on February 19, 2027;

121,000 options expire on April 5, 2027;

195,000 options expire on June 1, 2027;

195,000 options expire on December 31, 2027;

200,000 options expire on February 19, 2028.

53,750 options expire on February 4, 2026;

121,000 options expire on October 28, 2026;

25,000 options expire on February 19, 2027;

121,000 options expire on April 5, 2027;

195,000 options expire on June 1, 2027;

195,000 options expire on December 31, 2027;

25,000 options expire on February 19, 2028.

68,333 options expire on April 1, 2026;

81,000 options expire on October 28, 2026;

187,000 options expire on February 19, 2027;

81,000 options expire on April 5, 2027;

195,000 options expire on June 1, 2027;

195,000 options expire on December 31, 2027;

187,000 options expire on February 19, 2028.

50,000 options expire on April 1, 2026;

37,000 options expire on October 28, 2026;

75,000 options expire on February 19, 2027;

37,000 options expire on April 5, 2027;

50,000 options expire on June 1, 2027;

50,000 options expire on December 31, 2027;

75,000 options expire on February 19, 2028.

Director Compensation

The following table presents the total compensation

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

Option Awards (1)

Mark Standish (2)

Mark Patterson (2)

Leonard Schiller (2)

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Laurie Weisberg (3)

Amounts shown in this column do not reflect dollar

amounts actually received by our non-employee directors.

Instead, these amounts represent the aggregate grant date fair value of

stock option awards determined in accordance with FASB ASC Topic 718.

Mark Patterson resigned from the board of directors

effective July 31, 2021.

Laurie Weisberg was appointed the Company’s Chief

Operating Officer on September 28, 2020.

Mark Standish, Leonard Schiller, and LaBrena Martin resigned from the board of directors subsequent to December 31, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following

table sets forth certain information, as of April 4, 2022, with respect to the beneficial ownership of the outstanding common stock by

(i) any holder of more than five (5%) percent;

Brad Justus (4)

Joanna Bloor (5)

Lorraine Hendrickson (6)

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

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

Mark Standish, Leonard Schiller, and LaBrena Martin resigned from the board of directors effective February 17, 2022.

Laurie Weisberg resigned from the board of directors effective September 2, 2022.

Brad Justus resigned from the board of directors effective September 30, 2022.

Joanna Bloor resigned from the board of directors effective November 17, 2022.

Lorraine Hendrickson resigned from the board of directors effective November 1, 2022.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information,

as of April 19, 2023, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%)

(ii) each of the Company’s executive officers and directors;

and (iii) the Company’s

directors and executive officers as a group.

Except as otherwise indicated, each of the stockholders listed below has sole voting and

investment power over the shares beneficially owned.

Except as otherwise indicated, each of the stockholders listed below has sole

voting and investment power over the shares beneficially owned.

The address for each person is 648 Broadway, Suite 200, New York,

and (iii) the Company’s directors and executive officers

Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares

beneficially owned.

Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the

shares beneficially owned.

The address for each person is 419 Lafayette Street, 6th Floor New York, New York 10003.

Executive Officers and Directors

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12,537,609 (2)

6,860,324 (3)

Chelsea Pullano

Lorraine Hendrickson

Laurie Weisberg

2,034,041 (4)

1,938,806 (6)

1,241,722 (7)

All current directors and officers as a group

than one percent

securities “beneficially owned” by a person are determined in accordance with

the definition of “beneficial ownership” set forth in the regulations of the

SEC and accordingly, may include securities owned by or for, among others, the spouse, children

or certain other relatives of such person, as well as other securities over which the person

has or shares voting or investment power or securities which the person has the right to

acquire within 60 days.

577,725 shares of common stock, 610,188 shares of common stock underlying stock options,

and 194,286 shares of common stock underlying warrants.

109,060 shares of common stock, 523,333 shares of common stock underlying stock options,

and 7,143 shares of common stock underlying warrants.

9,818 shares of common stock and 237,000 shares of common stock underlying stock options

and 2,000 shares of common stock underlying warrants

Includes 25,000 shares of common stock and 5,000 shares of common stock underlying warrants.

Includes 64,249 shares of common stock and 224,750 shares of common stock underlying stock options and 9,636 shares of common stock underlying warrants.

Securities Authorized for Issuance Under

Equity Compensation Plans

As of December 31, 2021,

we had awards outstanding under our 2020 Equity Incentive Plan:

(1) The securities “beneficially

owned” by a person are determined in accordance with the definition of “beneficial ownership” set forth in the regulations

of the SEC and accordingly, may include securities owned by or for, among others, the spouse, children or certain other relatives of

such person, as well as other securities over which the person has or shares voting or investment power or securities which the person

has the right to acquire within 60 days.

(2) Includes 11,417,070 shares of common stock, 926,188 shares of common

stock underlying stock options, and 194,351 shares of common stock underlying warrants.

(3) Includes 6,053,848 shares of common stock, 799,333 shares of common

stock underlying stock options, and 7,143 shares of common stock underlying warrants.

(4) Includes 1,708,041 shares of common stock, 324,000 shares of common

stock underlying stock options, and 2,000 shares of common stock underlying warrants.

Includes 592,020 shares of common stock, 212,667 shares of common stock underlying stock options and 3,390 shares of common stock underlying warrants.

Includes 1,938,806 shares of common stock.

Includes 1,216,008 shares of common stock, 20,000 shares of common stock underlying stock options, and 5,714 shares of common stock underlying warrants.

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2022, we had awards outstanding

under our 2020 Equity Incentive Plan:

securities to be

exercise price of

available for

future issuance

6 unchanged sentences

31, 2022, we had awards outstanding under the 2020 Plan.

As of the end of fiscal year 2021, we had 3,039,308 shares of our common stock issuable

upon the exercise of outstanding options granted pursuant to the 2020 Plan.

The securities available under the Plan for issuance and

issuable pursuant to exercises of outstanding options may be adjusted in the event of a change in outstanding stock by reason of stock

dividend, stock splits, reverse stock splits, etc.

Pursuant to the terms of the 2020 Plan we can grant stock options, restricted stock

unit awards, and other awards at levels determined appropriate by our Board and/or compensation committee.

The 2020 Plan also allows

us to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of our employees,

As of the end of fiscal year 2022, we had 4,408,267

shares of our common stock issuable upon the exercise of outstanding options granted pursuant to the 2020 Plan.

The securities

available under the Plan for issuance and issuable pursuant to exercises of outstanding options may be adjusted in the event of a change

in outstanding stock by reason of stock dividend, stock splits, reverse stock splits, etc.

Pursuant to the terms of the 2020 Plan we

can grant stock options, restricted stock unit awards, and other awards at levels determined appropriate by our Board and/or compensation

The 2020 Plan also allows us to utilize a broad array of equity incentives and performance cash incentives in order to secure

and retain the services of our employees,

CERTAIN RELATIONSHIPS AND RELATED

The following includes a summary of transactions

during our fiscal years ended December 31, 2021 and December 31, 2020 to which we have been a party, including transactions in which

the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for

the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners

of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct

or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which

are described elsewhere in this Annual Report.

We are not otherwise a party to a current related party transaction, and no transaction

is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets

at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material

During the year ended December 31, 2021 the Company received revenue

of $80,000 from Dune for branded content services prior to consolidation but after recognition as an equity method investee.

The July 2020 Convertible Note Offering

From July 2020 to September 2020, the Company

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

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

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

The July 2020 Convertible Note Offering accrues interest at a rate of

twelve percent per annum (12%).

The July 2020 Convertible Note Offering mature on the six (6 th ) month anniversary of their

issuance dates.

The July 2020 Note Offering is convertible into

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

conversion price equal to $12.75 per share after the maturity date or (ii) any private placement offerings or one or more registered

public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified

Upon default the July 2020 Convertible Note Offering

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

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

date of the respective conversion.

The conversion feature of the July 2020 Convertible

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

Such feature is normally

characterized as a beneficial conversion feature.

When the Company records a BCF the relative fair value of the BCF is recorded as a

debt discount against the face amount of the respective debt instrument.

The Company recorded a BCF and related debt discount of $9,812,

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

The Company recorded a $21,577 debt discount

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

on the dates of issuance.

The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance

During the year ended December 31, 2020, the

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

The January 2020 Rosen Loan Agreement

On January 14, 2020, the Company entered into

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

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

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

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

During the year ended December 31, 2020 the Company

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

The February Banner 2020 Loan Agreement

On February 15, 2020, the Company entered into

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

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

Pursuant to the February

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

As additional consideration for entering in the February

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

of $18.00 per share.

During the year ended December 31, 2020 the Company

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

The February 2020 Frommer Loan Agreement

On February 18, 2020, the Company entered into

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

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

As additional

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

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

Pursuant to the February 2020 Frommer Loan Agreement,

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

During the year ended December 31, 2020 the Company

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

The September 2020 Goldberg Loan Agreement

On September 15, 2020, the Company entered into

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

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

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

Goldberg Note has an interest rate of 7%.

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

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

note are due.

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

Since the September 2020 Goldberg Note has a

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

derivative liability treatment.

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

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

During the year ended December 31, 2020 the Company

accrued interest of $347.

The September 2020 Rosen Loan Agreement

On September 15, 2020, the Company entered into

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

(the “September 2020 Rosen Note”).

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

an interest rate of 7%.

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

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

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

Since the September 2020 Rosen Note has a make-whole

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

liability treatment.

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

The make-whole

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

during our fiscal year ended December 31, 2022 and December 31, 2021 to which we have been a party, including transactions in which the

amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the

last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more

than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect

material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described

elsewhere in this Annual Report.

We are not otherwise a party to a current related party transaction, and no transaction is currently

proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for

the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest.

During the year ended December 31, 2021, the Company

accrued interest of $67.

received revenue of $80,000 from Dune for branded content services prior to consolidation but after recognition as an equity method investee.

Equity raises

During the year ended December 31, 2022, the Company conducted two

equity raises in which officers, directors, employees, and an affiliate of an officer cumulatively invested $476,003 for 272,000

shares of common stock and 272,000 warrants to purchase common stock.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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

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

filings or engagements for those fiscal years.

The following table sets forth the aggregate fees

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

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

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

Audit-Related Fees

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(a) Exhibits .

The exhibits listed below are filed

as a part of this annual report.

The exhibits listed below are filed as a part

of this annual report.

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

50 unchanged sentences

Line of Credit Agreement, dated May 9, 2017, by and between the Company and Arthur Rosen (incorporated by reference to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 15, 2017).

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

Promissory Note Issued in Favor of Grawin, LLC, Dated May 12, 2017, (incorporated by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 15, 2017).

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

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

FORM 10-K SUMMARY

4 unchanged sentences

April 19, 2023

/s/ Laurie Weisberg

/s/ Jeremy Frommer

Chief Executive Officer

6 unchanged sentences

on the dates indicated.

/s/ Laurie Weisberg

Chief Executive Officer, Director

April 6, 2022

Laurie Weisberg

( Principal Executive Officer )

/s/ Jeremy Frommer

Executive Chairman

April 6, 2022

Jeremy Frommer

/s/ Chelsea Pullano

Chief Financial Officer

April 6, 2022

Executive Officer, Chairman

Executive Officer )

Chief Operating Officer, Director

Chelsea Pullano

(Principal Financial Officer, and Principal Accounting Officer)

/s/ Joanna Bloor

April 6, 2022

/s/ Brad Justus

April 6, 2022

/s/ Lorraine Hendrickson

April 6, 2022

Lorraine Hendrickson

Financial Officer

Financial Officer, and Principal Accounting Officer)

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

What changed 10-K

Item 9A. Controls and Procedures