10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2019

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 000-51872

JERRICK MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	87-0645394
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

2050 Center Avenue Suite 640

Fort Lee, New Jersey 07024

(Address of principal executive offices)

(201) 258-3770

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

As of November 13, 2019, there were 9,164,040 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	39
Signatures		40

i

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Jerrick Media Holdings, Inc.

 Unaudited Financial Statements as of September 30, 2019 and 2018

and for the Nine Months Ended September 30, 2019 and 2018

Index to the Condensed Consolidated Financial Statements

Contents	Page(s)
Condensed Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018	2
Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2019 and 2018 (unaudited)	3
Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended September 30, 2019 (unaudited)	4
Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2019 (unaudited)	5
Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended September 30, 2018 (unaudited)	6
Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2018 (unaudited)	7
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (unaudited)	8
Notes to the Condensed Consolidated Financial Statements (unaudited)	9

-1-

Jerrick Media Holdings, Inc.

Condensed Consolidated Balance Sheets

	September 30, 2019			December 31, 2018
Assets	(Unaudited)
Current Assets
Cash	$	167,254		$	-
Accounts receivable		85,783			6,500
Note receivable		11,450			-
Current portion of operating lease right of use asset		105,763			-
Total Current Assets		370,250			6,500
Property and equipment, net		56,526			42,443
Excess Purchase Price Over Net Assets Acquired		2,148,407			-
Deferred offering costs		-			143,146
Security deposit		16,836			16,836
Operating lease right of use asset		222,821			-
Total Assets	$	2,814,840		$	208,925
Liabilities and Stockholders' Deficit
Current Liabilities
Cash overdraft	$	-		$	33,573
Accounts payable and accrued liabilities		1,078,754			1,246,207
Demand loan		100,000			-
Convertible Notes - related party, net of debt discount		20,377			-
Convertible Notes, net of debt discount and issuance costs		2,019,983			-
Current portion of operating lease payable		105,763			-
Note payable - related party, net of debt discount		4,459,284			1,223,073
Note payable, net of debt discount and issuance costs		660,000			49,926
Deferred revenue		66,008			9,005
Deferred rent		-			7,800
Total Current Liabilities		8,510,169			2,569,584
Non-current Liabilities:
Operating lease payable		217,531			-
Deferred rent		-			6,150
Convertible Notes - related party, net of debt discount		-			314
Convertible Notes, net of debt discount and issuance costs		-			123,481
Total Non-current Liabilities		217,531			129,945
Total Liabilities		8,727,700			2,699,529
Commitments and contingencies
Stockholders' Deficit
Common stock par value $0.001: 300,000,000 shares authorized; 9,164,040 and
6,475,340 issued and outstanding as of September 30, 2019 and December 31, 2018 respectively		9,164			6,475
Additional paid in capital		36,411,455			34,100,327
Accumulated deficit		(41,941,305	)		(36,545,065	)
Less: Treasury stock, 349,850 and 27,667 shares, respectively		(392,174	)		(52,341	)
		(5,912,860	)		(2,490,604	)
Total Liabilities and Stockholders' Deficit	$	2,814,840		$	208,925

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

-2-

Jerrick Media Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net revenue	$	91,386		$	25,119		$	132,901		$	65,391
Gross margin		91,386			25,119			132,901			65,391
Operating expenses
Compensation		531,502			446,094			1,803,113			1,548,923
Consulting fees		412,394			73,603			810,025			520,206
Research and development		11,349			117,660			366,247			441,566
General and administrative		792,664			270,350			1,917,154			1,326,564
Total operating expenses		1,747,909			907,707			4,896,539			3,837,259
Loss from operations		(1,656,523	)		(882,588	)		(4,763,638	)		(3,771,868	)
Other expenses
Interest expense		(164,439	)		(279,163	)		(329,040	)		(888,359	)
Accretion of debt discount and issuance cost		(111,027	)		(1,449,656	)		(228,017	)		(2,039,589	)
Settlement of vendor liabilities		-			1,011			-			2,886
Loss on extinguishment of debt		(2,022	)		(2,938,719	)		(83,171	)		(3,370,505	)
Gain (loss) on settlement of debt		-			1,823			-			15,275
Other expenses, net		(277,488	)		(4,664,704	)		(640,228	)		(6,280,292	)
Loss before income tax provision		(1,934,011	)		(5,547,292	)		(5,403,866	)		(10,052,160	)
Income tax provision		-			-			-			-
Net loss	$	(1,934,011	)	$	(5,547,292	)	$	(5,403,866	)	$	(10,052,160	)
Deemed dividend		-			45,367			-			174,232
Inducement expense		-			2,016,634			(7,628	)		2,016,634
Net loss attributable to common shareholders		(1,934,011	)		(7,609,293	)		(5,396,238	)		(12,243,026	)
Per-share data
Basic and diluted loss per share	$	(0.22	)	$	(1.67	)	$	(0.68	)	$	(4.10	)
Weighted average number of common shares outstanding		8,899,320			3,330,404			7,900,217			2,452,328

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

-3-

Jerrick Media Holdings, Inc.

Consolidated Statement of Changes in Stockholders' Equity

For the Three Months ended September 30, 2019

	Series A Preferred Stock				Series B Preferred Stock				Series D Preferred Stock				Common Stock				Treasury stock						Additional
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Paid In Capital			Accumulated Deficit			Stockholders’ Equity
Balance, June 30, 2019		-		-		-		-		-		-		8,830,706		8,831		(149,850	)		(362,174	)		35,241,922			(40,007,294	)		(5,118,715	)
Shares issued for acquisition		-		-		-		-		-		-		333,334		333		-			-			1,166,336			-			1,166,669
Stock warrants issued with note payable						-		-		-		-		-		-		-			-			8,197			-			8,197
Purchase of treasury stock and warrants		-		-		-		-		-		-		-		-		(200,000	)		(30,000	)		(5,000	)		-			(35,000	)
Inducement expense		-		-		-		-		-		-		-		-		-			-			-			-			-
Net loss for the three months ended September 30, 2019		-		-		-		-		-		-		-		-		-			-			-			(1,934,011	)		(1,934,011	)
Balance, September 30, 2019		-		-		-		-		-		-		9,164,040		9,164		(349,850	)		(392,174	)		36,411,455			(41,941,305	)		(5,912,860	)

See accompanying notes to the consolidated financial statements

-4-

Jerrick Media Holdings, Inc.

Consolidated Statement of Changes in Stockholders' Equity

For the Nine Months Ended September 30, 2019

	Series A Preferred Stock				Series B Preferred Stock				Series D Preferred Stock				Common Stock				Treasury stock						Additional
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Paid In Capital			Accumulated Deficit			Stockholders” Equity
Balance, December 31, 2018		-		-		-		-		-		-		6,475,340		6,475		(27,667	)		(52,341	)		34,100,327			(36,545,065	)		(2,490,604	)
Stock based compensation		-		-		-		-		-		-		125,227		126		-			-			433,958			-			434,084
Cash received for common stock and warrants		0		0		0		0		0		0		129,966		130		-			-			649,699			-			649,829
Tender offering		0		0		0		0		0		0		2,100,173		2100								(2,100	)		-			-
Stock issuance cost		-		-		-		-		-		-		-		-		-			-			(178,146	)		-			(178,146	)
Stock warrants issued with note payable		-		-		-		-		-		-		-		-		-			-			336,975			-			336,975
Purchase of treasury stock and warrants		-		-		-		-		-		-		-		-		(322,183	)		(339,833	)		(95,594	)		-			(435,427	)
Shares issued for acquisition		-		-		-		-		-		-		333,334		333		-			-			1,166,336			-			1,166,669
Inducement expense		-		-		-		-		-		-		-		-		-			-			-			7,626			7,626
Net loss for the six months ended September 30, 2019		-		-		-		-		-		-		-		-		-			-			-			(5,403,866	)		(5,403,866	)
Balance, September 30, 2019		-		-		-		-		-		-		9,164,040		9,164		(349,850	)		(392,174	)		36,411,455			(41,941,305	)		(5,912,860	)

See accompanying notes to the consolidated financial statements

-5-

Jerrick Media Holdings, Inc.

Consolidated Statement of Changes in Stockholders' Equity

For the Three Months ended September 30, 2018

	Series A Preferred Stock						Series B Preferred Stock						Series D Preferred Stock				Common Stock				Treasury stock						Additional
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Paid In Capital		Accumulated Deficit			Stockholders’ Equity
Balance, June 30, 2018		31,581			31			8,063			8			-		-		2,026,222		2,026		(11,000	)		(19,007	)		16,381,979		(26,279,975	)		(9,914,938	)
Stock based compensation		-			-			-			-			-		-		-		-		-			-			19,757		-			19,757
August 2018 equity raise		(31,581	)		(31	)		(8,063	)		(8	)		-		-		3,939,832		3,940		-			-			15,621,670		-			15,625,570
Stock warrants issued with note payable		-			-			-			-			-		-		-		-		-			-			80,781		-			80,781
Inducement expense		-			-			-			-			-		-		-		-		-			-			-		(2,016,634	)		(2,016,634	)
Dividends		-			-			-			-			-		-		-		-		-			-			-		(739,783	)		(739,783	)
Net loss for the three months ended June 30, 2018		-			-			-			-			-		-		-		-		-			-			-		(5,547,292	)		(5,547,292	)
Balance, September 30, 2018		-			-			-			-			-		-		5,966,054		5,966		(11,000	)		(19,007	)		32,104,187		(34,583,684	)		(2,492,539	)

See accompanying notes to the consolidated financial statements

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Jerrick Media Holdings, Inc.

Consolidated Statement of Changes in Stockholders' Equity

For the Nine Months Ended September 30, 2018

	Series A Preferred Stock						Series B Preferred Stock						Series D Preferred Stock				Common Stock				Treasury stock						Additional
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Paid In Capital		Accumulated Deficit			Stockholders’ Equity
Balance, December 31, 2017		31,581			31			8,063			8			-		-		1,976,034		1,976		(11,000	)		(19,007	)		14,424,792		(21,775,107	)		(7,367,307	)
Issuance of common stock for prepaid services		-			-			-			-			-		-		30,500		31		-			-			116,269		-			116,300
Common stock issued to settle vendor liabilities		-			-			-			-			-		-		938		1		-			-			3,374		-			3,375
Common stock issued with note payable		-			-			-			-			-		-		18,750		19		-			-			77,468		-			77,487
August 2018 equity raise		(31,581	)		(31	)		(8,063	)		(8	)		-		-		3,939,832		3,939		-			-			15,621,670		-			15,625,569
Stock warrants issued with note payable		-			-			-			-			-		-		-		-		-			-			1,566,824		-			1,566,824
BCF issued with note payable		-			-			-			-			-		-		-		-		-			-			38,413		-			38,413
Stock based compensation		-			-			-			-			-		-		-		-		-			-			255,376		-			255,375
Inducement expense		-			-			-			-			-		-		-		-		-			-			-		(2,016,634	)		(2,016,634	)
Dividends		-			-			-			-			-		-		-		-		-			-			-		(739,783	)		(739,783	)
Net loss for the six months ended September 30, 2018		-			-			-			-			-		-		-		-		-			-			-		(10,052,160	)		(10,052,160	)
Balance, September 30, 2018		-			-			-			-			-		-		5,966,054		5,966		(11,000	)		(19,007	)		32,104,187		(34,583,684	)		(2,492,539	)

See accompanying notes to the consolidated financial statements

-7-

Jerrick Media Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,403,866	)	$	(10,052,160	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		11,922			33,109
Accretion of debt discount and issuance cost		228,017			2,039,589
Inducement expense		7,626			-
Share-based compensation		441,412			329,857
Gain (loss) on settlement of vendor liabilities		-			(2,886	)
Gain (loss) on settlement of debt		-			(15,275	)
Gain on extinguishment of debt		83,171			3,370,505
Changes in operating assets and liabilities:
Prepaid expenses		669			3,366
Accounts receivable		(49,532	)		(5,632	)
Operating lease right of use asset		(76,317	)		-
Security deposit		-			164
Deferred revenue		57,003			-
Accounts payable and accrued expenses		(7,912	)		848,171
Deferred rent		-			3,429
Net Cash Used In Operating Activities		(4,707,807	)		(3,447,763	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Issuance of note receivable		(11,450	)		-
Cash paid for property and equipment		(27,887	)		(24,084	)
Cash consideration for  acquisition		(368,004	)
Net cash received in business combination		16,049			-
Net Cash Used In Investing Activities		(391,292	)		(24,084	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft		(33,573	)		-
Net proceeds from issuance of notes		-			791,833
Repayment of notes		(50,000	)		(214,939	)
Proceeds from issuance of demand loan		100,000			50,000
Proceeds from issuance of convertible note		1,993,025			1,525,154
Repayment of convertible notes		-			(86,798	)
Proceeds from issuance of convertible notes - related party		-			299,852
Proceeds from issuance of note payable - related party		3,406,500			315,000
Repayment of note payable - related party		(329,000	)		(163,305	)
Investor Deposit		-			208,428
Proceeds from issuance of common stock and warrants		649,829			1,155,832
Repayment of line of  credit		-			(44,996	)
Cash paid to preferred holder		-			(87,111	)
Cash paid for debt issuance costs		-			(166,761	)
Cash paid for stock issuance costs					(35,115	)
Purchase of treasury stock and warrants		(435,428	)
Net Cash Provided By Financing Activities		5,266,353			3,547,074
Net Change in Cash		167,254			75,227
Cash - Beginning of Year		-			111,051
Cash - End of Year	$	167,254		$	186,278
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Year for:
Income taxes	$	-		$	-
Interest	$	42,262		$	64,892
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Settlement of vendor liabilities	$	-		$	3,750
Deferred offering costs	$	143,146		$	-
Beneficial conversion feature on convertible notes	$	-		$	38,413
Accrued dividends	$	-		$	174,232
Warrants issued with debt	$	336,975		$	1,122,292
Issuance of common stock for prepaid services	$	-		$	116,300
Operating Lease liability	$	288,790		$	-
Option liability	$	7,328		$	-
Conversion of note payable and interest into convertible notes	$	-		$	341,442
Warrants with amendment to notes payable	$	-		$	135,596
Inducement to convert convertible preferred stock	$	-		$	2,016,634
Promissory Note issued for acquisition	$	660,000		$	-
Shares issued for acquisition	$	1,166,669		$	-
Conversion of note payable - related party and interest into convertible notes - related party	$	20,000		$	-

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

-8-

Jerrick Media Holdings, Inc.

September 30, 2019 and 2018

Notes to the Consolidated Financial Statements

(Unaudited) 

Note 1 – Organization and Operations 

Jerrick Media Holdings, Inc. (“we,” “us,” the “Company,” or “Jerrick Media” or “Jerrick”) is a technology company focused on the development of digital communities, marketing branded digital content, and e-commerce opportunities. Jerrick’s content distribution platform, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Jerrick’s proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests.

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.

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 1,425,000 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. 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. Campbell. In addition, Mr. Campbell assumed all debts, obligations and liabilities of GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement.

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

Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the “Statutory Merger”) and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy.

On September 11, 2019, the Company acquired 100% of the membership interests of Seller’s Choice, LLC, a New Jersey limited liability company (“Seller’s Choice”). Seller’s Choice is digital e-commerce agency based in New Jersey (see Note 4).

Note 2 – Significant and Critical Accounting Policies and Practices

Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by the accounting principles generally accepted in the United States of America.

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Basis of Presentation - Interim Financial Information

The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

(i)	Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
(ii)	Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
(iii)	Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.
(iv)	Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk-free rate(s) to value share options and similar instruments.

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These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Principles of consolidation 

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

As of September 30, 2019, the Company’s consolidated subsidiaries and/or entities are as follows:

Name of combined affiliate	State or other jurisdiction of incorporation or organization	Company Ownership Interest
Jerrick Ventures LLC	Delaware		100%
Jerrick Australia Pty Ltd	Australia		100%
Seller’s Choice, LLC	New Jersey		100%
Jerrick Global, LLC	Delaware		100%
Jerrick Investment Advisors LLC	Delaware		100%
Jerrick Partners LLC	Delaware		100%
Maven Tech LLC	Delaware		100%
OG Collection LLC	Delaware		100%
VMENA LLC	Delaware		100%
Vocal For Brands, LLC	Delaware		100%
Vocal Ventures LLC	Delaware		100%
What to Buy, LLC	Delaware		100%

All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

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Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. 

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities and accrued liquidating damages approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Cash Equivalents

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

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

Property and Equipment

Property and equipment are recorded at 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:

	Estimated Useful Life (Years)
Computer equipment and software	3
Furniture and fixture	2

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 condensed consolidated statements of operations.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the condensed 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.

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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 condensed 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. 

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 condensed 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 sheet date.

The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the year ended December 31, 2017 on a retrospective basis.

The Company utilizes an option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations.

Revenue Recognition

On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The impact of adopting the new revenue standard was not material to our condensed consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

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We determine revenue recognition through the following steps:

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

● identification of the performance obligations in the contract;

● determination of the transaction price;

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

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

Revenue disaggregated by revenue source for the nine months ended September 30, 2019 and 2018 consists of the following:

	Nine Months Ended September 30,
	2019		2018
Branded content	$	57,885	$	49,999
Managed Services	$	60,937
Affiliate sales		6,816		8,920
Other revenue		7,263		6,472
	$	132,901	$	65,391

Branded Content

Branded content represents the revenue recognized from the Company’s obligation to create and publish branded articles for clients on the Vocal platform and promote said stories, tracking engagement for the client. The performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. The revenue is recognized over time as the services are performed.

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

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

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

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

● The client pays 50% at signing and 50% upon completion

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

Affiliate Sales

Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a “click through” basis, upon referring visitors, via said links, to an affiliate’s site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made.

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Subscription

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. Vocal+ subscribers receive access to value-added features such as increased rate of CPM cost per mille (thousand) (“CPM”) monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, and early access to new Vocal features. 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.

Managed Services

The Company provides a Managed Services offering 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 Managed 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. In addition to partnering with Managed Services clients, the Company offers a range a la carte services. Contract amounts for Managed Services and a la carte clients range from approximately $500-$7,500 per month.

Deferred Revenue

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of September 30, 2019, the Company had deferred revenue of $66,088.

Accounts Receivable and Allowances

Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. The Company did not record an allowance during the nine months ended September 30, 2019 and 2018.

Stock-Based Compensation

The Company recognizes compensation expense for all equity–based payments granted to employees in accordance with ASC 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award. 

Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. 

The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management’s best estimate.  

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period.

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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. 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 nine months ended September 30, 2019 and 2018 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

The Company had the following common stock equivalents at September 30, 2019 and 2018:

	September 30,
	2019		2018
Series A Preferred stock		-		-
Series B Preferred stock		-		-
Options		882,500		882,500
Warrants		786,252		5,167,087
Convertible notes - related party		5,309		100
Convertible notes		564,794		81,025
Totals		2,238,855		6,130,712

Reclassifications

Certain prior year amounts in the condensed consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities.

Recently Adopted Accounting Guidance

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2016-02 became effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842) - Targeted Improvements,” which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, “Leases (Topic 842) - Narrow-Scope Improvements for Lessors,” which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. As of January 1, 2019, the Company adopted ASU 2016-02 and has recorded a right-of-use asset and lease liability on the balance sheet for its operating leases. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also do not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet.

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Recent Accounting Guidance Not Yet Adopted

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

Note 3 – Going Concern

The Company’s condensed 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 condensed consolidated financial statements, the Company had an accumulated deficit at September 30, 2019, a net loss of $5.4 million and net cash used in operating activities of $4.7 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 condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.     

Note 4 – Acquisition of Seller’s Choice

On September 11, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Seller’s Choice Purchase Agreement”) by and between the Company and Home Revolution, LLC, a Delaware limited liability company (the “Seller”). Pursuant to the Seller’s Choice Purchase Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Seller’s Choice Purchase Agreement (the “Seller’s Choice Closing”), the Company acquired 100% of the membership interests of Seller’s Choice. As a result of the transactions contemplated by the Seller’s Choice Purchase Agreement, Seller’s Choice became a wholly-owned subsidiary of the Company (collectively, the “Seller’s Choice Acquisition”).

At the Seller’s Choice Closing, the aggregate consideration (the “Consideration”) paid to the Seller was as follows: (i) $340,000, in cash; (ii) 333,334 shares of the Company’s common stock; and (iii) a secured promissory note in the principal amount of $660,000 (the “Seller’s Choice Note”). In connection with the Seller’s Choice Note, the Company, Seller, and Seller’s Choice entered into a Security Agreement whereby the Seller’s Choice Note is secured by the assets of Seller’s Choice. The Company also assumed $28,004 of Seller’s Choice’s payable obligations as part of the Consideration.

Following the closing of the transaction, Seller’s Choice’s financial statements as of the Closing were consolidated with the Consolidated Financial Statements of the Company. These amounts are provisional and may be adjusted during the measurement period.

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

	Shares		Amount
Consideration paid prior to Closing:
Cash paid			$	40,000
Total consideration paid		-	$	40,000
Consideration paid at Closing:
Cash paid			$	328,004
Common stock issued at closing (1)		333,334	$	1,166,669
Note payable due March 11, 2020				660,000
Total consideration to be paid			$	2,154,673
Total consideration			$	2,194,673

(1) The common stock issued at the closing of the Seller’s Choice Acquisition had a closing price of  $3.50 per share on the date of the transaction.

Following the closing of the Seller’s Choice Acquisition, Seller’s Choice’s financial statements as of the Closing were consolidated with the Consolidated Financial Statements of the Company.

The following presents the unaudited pro-forma combined results of operations of the Company with Seller’s Choice as if the entities were combined on January 1, 2018.

	Nine Months Ended
	September 30, 2018
Revenues, net	$	446,786
Net loss	$	(10,129,122	)
Net loss per share	$	(4.13	)
Weighted average number of shares outstanding		2,452,328

	Nine Months Ended
	September 30, 2019
Revenues, net	$	801,416
Net loss	$	(5,438,813	)
Net loss per share	$	(0.69	)
Weighted average number of shares outstanding		7,900,217

The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2018 or to project potential operating results as of any future date or for any future periods. 

The Company consolidated Seller’s Choice as of the closing date of the Seller’s Choice Acquisition, and the results of operations of the Company include that of Seller’s Choice.

Note 5 – Notes Payable

Notes payable as of September 30, 2019 and December 31, 2018 is as follows:

	Outstanding Principal as of									Warrants granted
	September 30, 2019		December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
July 2018 Loan Agreement		-		50,000			6	%	August 2018		15,000		-
Seller's Choice Note		660,000		-			9.5	%	March 2020		-		-
		660,000		50,000
Less: Debt Discount		-		-
Less: Debt Issuance Costs		-		(74	)
	$	660,000	$	49,926

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Seller’s Choice Note

On September 11, 2019, the Company entered into the Seller’s Choice Purchase Agreement with Home Revolution LLC (see Note 4). As a part of the consideration provided pursuant to the Seller’s Choice Acquisition, the Company issued the Seller’s Choice Note to the Seller in the principal amount of $660,000. The Seller’s Choice Note bears interest at a rate of 9.5% per annum, and is payable on March 11, 2020 at which time all outstanding principal, accrued and unpaid interest and other amounts become due.

During the three and nine months ended September 30, 2019 the Company repaid $50,000 in principal and $1,893 in interest on the Seller’s Choice Note.

Note 6 – Convertible Note Payable

Convertible notes payable as of September 30, 2019 and December 31, 2018 is as follows: 

	Outstanding Principal as of													Warrants granted
	September 30, 2019			December 31, 2018			Interest Rate			Conversion Price			Maturity Date	Quantity		Exercise Price
The February 2018 Convertible Note Offering		75,000			75,000			15	%		0.20	(*)	January – February 2020		253,919		4.00
The March 2018 Convertible Note Offering		75,000			75,000			14	%		0.20	(*)	March – April 2020		240,342		4.00
The February 2019 Convertible Note Offering		1,993,025			-			10	%		0.25	(*)	February – March 2020		133,190		6.00
		2,143,025			150,000
Less: Debt Discount		(120,254	)		(17,280	)
Less: Debt Issuance Costs		(2,788	)		(9,239	)
		2,019,983			123,481
Less: Current Debt		(2,019,983	)		-
Total Long-Term Debt	$	-		$	123,481

(*) 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 72,669 warrants with a fair value of $181,139. These were recorded as a loss on extinguishment of debt.

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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 $4.00 per share (the “February 2018 Note Conversion Price”), and (b) a five-year warrant (each a “February 2018 Offering Warrant and together the “February 2018 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into (“February 2018 Warrant Shares”) at an exercise price of $4.00 per share (“February 2018 Warrant Exercise Price”). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. 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 3,625,000 February 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

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” basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $94,250 and issued to the Placement Agent shares of the Company’s common stock equal to ten percent (10%) of the Conversion Shares underlying the February 2018 Convertible Notes or 362,500 shares that had a fair value of $74,881, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost.

During the year ended December 31, 2018, the Company converted $940,675 of principal and $86,544 of unpaid interest into the August 2018 Equity Raise (as defined in Note 7 below).

During the nine months ended September 30, 2019 the company repaid $16,289 in interest.

The March 2018 Convertible Note Offering

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “March 2018 Investors”) for aggregate gross proceeds of $770,000. In addition, $50,000 of the Company’s short-term debt, $767 accrued but unpaid interest and $140,600 of the Company’s vendor liabilities was exchanged for convertible debt within the March 2018 Convertible Note Offering. These conversions resulted in the issuance of 47,842 warrants with a fair value of $84,087. 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 $4.00 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $4.00 per share (“Exercise Price”). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates.

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The Conversion Price of the March 2018 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

The Company recorded a $254,788 debt discount relating to 240,342 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

During the Year ended December 31, 2018, the Company converted $886,367 of principal and $51,293 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below).

The February 2019 Convertible Note Offering

During the nine months ended September 30, 2019, the Company conducted an offering to accredited investors (the “February 2019 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “February 2019 Investors”) for aggregate gross proceeds of $1,993,025.

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 $5.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”), and (b) a four-year stock purchase warrant (each a “Warrant and together the “Warrants”) to purchase a quantity of shares of the Company’s common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share (“Exercise Price”). During the nine months ended September 30, 2019 a total of 133,190 Warrants were issued in conjunction with The February 2019 Convertible Note 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 Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

The Company recorded a $222,632 debt discount relating to 133,190 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

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Note 7 – Related Party Loans

Convertible notes

Convertible notes payable – related party as of September 30, 2019 and December 31, 2018 is as follows:

	Outstanding Principal as of									Warrants granted
	September 30, 2019		December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
The March 2018 Convertible Note Offering		400		400			14	%	March 2020		59,850		4.00
The February 2019 Convertible Note Offering		20,000		-			10	%	February – March 2020		1,320		6.00
		20,400		400
Less: Debt Discount		(23)		(72	)
Less: Debt Issuance Costs		-		-
		20,377		328
Less: Current Debt		(20,377)		-
Total Long-Term Debt	$	-	$	328

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 “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 $4.00 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $4.00 per share (“Exercise Price”). The Notes mature on the second (2nd) anniversary of their issuance dates.

The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

The Company recorded a $84,854 debt discount relating to 59,850 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

During the year ended December 31, 2018, the Company converted $239,000 of principal and $15,401 of unpaid interest into the August 2018 Equity Raise (as defined below).

The February 2019 Convertible Note Offering

During the Nine months ended September 30, 2019, the Company conducted an offering to accredited investors (the “February 2019 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “February 2019 Investors”) for aggregate gross proceeds of $20,000.

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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 $5.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”), and (b) a four-year stock purchase warrant (each a “Warrant and together the “Warrants”) to purchase a quantity of shares of the Company’s common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share (“Exercise Price”). During the nine months ended September 30, 2019 a total of 1,320 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 Company recorded a $2,465 debt discount relating to 1,320 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.

Notes payable

Notes payable – related party as of September 30, 2019 and December 31, 2018 is as follows:

	Outstanding Principal as of									Warrants granted
	September 30, 2019		December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
The May 2016 Rosen Loan Agreement	$	-	$	1,000,000			13	%	November 26, 2017		50,000	$	8.00
The June 2018 Frommer Loan Agreement		10,000		10,000			6	%	August 17, 2018		1,500		4.00
The July 2018 Rosen Loan Agreement		-		56,695			6	%	August 17, 2018		1,500		4.00
The July 2018 Schiller Loan Agreements		20,863		40,000			6	%	August 17, 2018		7,500		4.00
The December 2018 Gravitas Loan Agreement		-		50,000			6	%	January 22, 2019		2,500		6.00
The December 2018 Rosen Loan Agreement		75,000		75,000			6	%	January 26, 2019		3,750		6.00
The January 2019 Rosen Loan Agreement		175,000		-			10	%	February 15, 2019		15,000		6.00
The February 2019 Gravitas Loan Agreement		-		-			5	%	February 28, 2019		375		6.00
The February 2019 Rosen Loan Agreement		50,000		-			10	%	February 28, 2019		5,000		6.00
The June 2019 Loan Agreement		4,000,000		-			12.5	%	December 3, 2019		-		-
The July 2019 Gravitas Loan Agreement		100,000		-			5	%	September 1, 2019		1,000		6.00
The September 2019 Schiller Loan Agreement		50,000		-			4.5	%	October 9, 2019		1,000		6.00
The September 2019 Tal Loan Agreement		12,500		-			5	%	October 7, 2019		188		6.00
		4,493,363		1,231,695
Less: Debt Discount		(34,079)		(8,125	)
		4,459,284		1,223,073
Less: Current Debt		(4,459,284)		(1,223,073	)
	$	-	$	-

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The May 2016 Rosen Loan Agreement

On May 26, 2016, the Company entered into a loan agreement (the “May 2016 Rosen Loan Agreement”) with Arthur Rosen, an individual (“Rosen”), pursuant to which on May 26, 2016 (the “Closing Date”), Rosen provided the Company a secured term loan in the principal amount of $1,000,000 (the “May 2016 Rosen Loan”). In connection with the May 2016 Rosen Loan Agreement, on May 26, 2016, the Company and Rosen entered into a security agreement (the “Rosen Security Agreement”), pursuant to which the Company granted to Rosen a senior security interest in substantially all of the Company’s assets as security for repayment of the May 2016 Rosen Loan. Pursuant to the May 2016 Rosen Loan Agreement, the May 2016 Rosen Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of May 26, 2017 (the “May 2016 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due. The Company entered into an amendment to the May 2016 Rosen Loan extending the May 2016 Rosen Maturity Date to November 26, 2017. As additional consideration for entering in the May 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 50,000 shares of the Company’s common stock at a purchase price of $2.00 per share (the “May 2016 Rosen Warrant”). The May 2016 Rosen Warrant contains anti-dilution provisions as further described therein. On September 7, 2017 (the “Conversion Date”), Rosen converted all accrued but unpaid interest on the May 2016 Rosen Loan from May 26, 2016 through September 6, 2017 in the amount of $124,306 (the “May 2016 Rosen Loan Interest”) into the Company’s August Convertible Note Offering, after which May 2016 Rosen Loan Interest was deemed paid in full through the Conversion Date. On March 29, 2019, the Company entered into an agreement with Mr. Rosen to further extend the maturity date of this loan to May 15, 2019. On June 3, 2019, this loan was converted into The June 2019 Loan Agreement (as defined below).

The June 2018 Frommer Loan Agreement

On June 29, 2018, the Company entered into a loan agreement (the “June 2018 Frommer Loan Agreement”) with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $10,000 (the “June 2018 Frommer Note”). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase 1,500 shares of the Company’s common stock at a purchase price of $4.00 per share. Pursuant to the June 2018 Frommer Loan Agreement, the June 2018 Frommer Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018 (the “June 2018 Frommer Maturity Date”). On November 8, 2018 the Company executed upon an agreement that extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 2,043 warrants to purchase common stock of the Company at an exercise price of $6.00. These warrants had a fair value of $4,645 which was recorded to loss on extinguishment of debt. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 2,077 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019. On June 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019.

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The First July 2018 Schiller Loan Agreement

On July 3, 2018, the Company entered into a loan agreement (the “First July 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $35,000 (the “First July 2018 Schiller Note”). As additional consideration for entering in the First July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 3,750 shares of the Company’s common stock at a purchase price of $4.00 per share. Pursuant to the agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018.  Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 7,149 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 3,204 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.

During the nine months ended September 30, 2019 $15,000 in principal and $863 of unpaid interest was converted into the February 2019 Convertible Note Offering and the loan is no longer outstanding.  

The Second July 2018 Schiller Loan Agreement

On July 17, 2018, the Company entered into a loan agreement (the “Second July 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $25,000 (the “Second July 2018 Schiller Note”). As additional consideration for entering in the Second July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 3,750 shares of the Company’s common stock at a purchase price of $4.00 per share. Pursuant to the Second July 2018 Schiller Loan Agreement, the Second July 2018 Schiller Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 5,095 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 5,180 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019.

During the nine months ended September 30, 2019 $4,137 in principal was converted into the February 2019 Convertible Note Offering. 

The First July 2018 Rosen Loan Agreements

On July 12, 2018, the Company entered into a loan agreement (the “First July 2018 Rosen Loan Agreement”) with Rosen, an officer of the Company, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $10,000 (the “First July 2018 Rosen Note”). Pursuant to the First July 2018 Rosen Loan Agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 1,377 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 10,370 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.

During the nine months ended September 30, 2019 the company repaid $10,000 of principal and $1,123 of unpaid interest and the loan is no longer outstanding. 

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The Second July 2018 Rosen Loan Agreements

On July 18, 2018, the Company entered into a loan agreement (the “Second July 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $50,000 (the “Second July 2018 Rosen Note”) resulting from the conversion of a demand note (as described below). As additional consideration for entering into the Second July 2018 Rosen Loan Agreement, the Company issued Rosen a four-year warrant to purchase 7,500 shares of the Company’s common stock at a purchase price of $6.00 per share. Pursuant to the Second July 2018 Rosen Loan Agreement, the Second July 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 10,198 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 2,072 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.

During the nine months ended September 30, 2019 the company repaid $50,000 of principal and $2,900 of unpaid interest and the loan is no longer outstanding.

The December 2018 Rosen Loan Agreement

On December 27, 2018, the Company entered into a loan agreement (the “December 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $75,000 (the “December 2018 Rosen Note”). As additional consideration for entering in the December 2018 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 3,750 shares of the Company’s common stock at a purchase price of $6.00 per share. Pursuant to the December 2018 Rosen Loan Agreement, the December 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of January 26, 2019 (the “December 2018 Rosen Maturity Date”). On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the December 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 35,194 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

The December 2018 Gravitas Capital Loan Agreement

On December 27, 2018, the Company entered into a loan agreement (the “December 2018 Gravitas Capital Loan Agreement”) with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $50,000 (the “December 2018 Gravitas Capital Note”). As additional consideration for entering in the December 2018 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 2,500 shares of the Company’s common stock at a purchase price of $6.00 per share. Pursuant to the December 2018 Gravitas Capital Loan Agreement, the December 2018 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of January 27, 2019  (the “December 2018 Gravitas Capital Maturity Date”).

During the nine months ended September 30, 2019 the Company repaid $50,000 in principal and $250 in interest and the loan is no longer outstanding.

The January 2019 Rosen Loan Agreement

On January 30, 2019, the Company entered into a loan agreement (the “January 2019 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $175,000 (the “January 2019 Rosen Note”). As additional consideration for entering in the January 2019 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 15,000 shares of the Company’s common stock at a purchase price of $6.00 per share. Pursuant to the January 2019 Rosen Loan Agreement, the January 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 15, 2019 (the “January 2019 Rosen Maturity Date”). On February 19, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 35,194 shares of common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

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The February 2019 Gravitas Capital Loan Agreement

On February 6, 2019, the Company entered into a loan agreement (the “February 2019 Gravitas Capital Loan Agreement”) with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $75,000 (the “February 2019 Gravitas Capital Note”). As additional consideration for entering in the February 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 375 shares of the Company’s common stock at a purchase price of $6.00 per share. Pursuant to the February 2019 Gravitas Capital Loan Agreement, the February 2019 Gravitas Capital Note bears interest at a rate of 5% per annum and payable on the maturity date of February 28, 2019  (the “February 2019 Gravitas Capital Maturity Date”).

During the nine months ended September 30, 2019 the Company repaid $75,000 in principal and $3,500 in interest and the loan is no longer outstanding. 

The February 2019 Rosen Loan Agreement

On February 14, 2019, the Company entered into a loan agreement (the “February 2019 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $50,000 (the “February 2019 Rosen Note”). As additional consideration for entering in the February 2019 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 5,000 shares of the Company’s common stock at a purchase price of $6.00 per share. Pursuant to the February 2019 Rosen Loan Agreement, the February 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 28, 2019 (the “February 2019 Rosen Maturity Date”). On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

The March 2019 Gravitas Capital Loan Agreement

On March 11, 2019, the Company entered into a loan agreement (the “March 2019 Gravitas Capital Loan Agreement”) with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $80,000 (the “March 2019 Gravitas Capital Note”). As additional consideration for entering in the March 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 375 shares of the Company’s common stock at a purchase price of $6.00 per share. Pursuant to the March 2019 Gravitas Capital Loan Agreement, the March 2019 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of April 11, 2019 (the “March 2019 Gravitas Capital Maturity Date”). On April 12, 2019 the Company executed upon an agreement that further extended the maturity date of the March 2019 Gravitas Capital Loan Agreement to May 15, 2019. As part of the extension agreement, the Company issued Gravitas Capital an additional 500 warrants to purchase common stock of the Company at an exercise price of $6.00.

During the nine months ended September 30, 2019 the company repaid $80,000 of principal and $10,000 of unpaid interest and the loan is no longer outstanding.

The May 2019 Loan Agreement

On May 31, 2019, the Company entered into a loan agreement (the “May 2019 Loan Agreement”), whereby the Company issued a promissory note in the principal amount of $10,000 (the “May 2019 Note”). Pursuant to the May 2019 Loan Agreement, the May 2019 Note bears interest at a rate of $500 per month. As additional consideration for entering in the May 2019 Loan Agreement, the Company issued a four-year warrant to purchase 150 shares of the Company’s common stock at a purchase price of $4.00 per share.

During the nine months ended September 30, 2019 the Company repaid $10,000 in principal and $500 in interest and the loan is no longer outstanding. 

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The June 2019 Loan Agreement

On June 3, 2019, the Company entered into a loan agreement (the “June 2019 Loan Agreement”), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the “June 2019 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

The July 2019 Gravitas Capital Loan Agreement

On July 16, 2019, the Company entered into a loan agreement (the “July 2019 Gravitas Capital Loan Agreement”) with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $100,000 (the “July 2019 Gravitas Capital Note”). As additional consideration for entering in the July 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a five-year warrant to purchase 1,000 shares of the Company’s common stock at a purchase price of $6.00 per share. Pursuant to the July 2019 Gravitas Capital Loan Agreement, the July 2019 Gravitas Capital Note bears interest at a rate of 5% per annum and payable on the maturity date of September 1, 2019 (the “July 2019 Gravitas Capital Maturity Date”). On September 19, 2018 the Company executed upon an agreement that extended the maturity date of this loan to November 1, 2019. As part of the extension agreement, the Company issued Gravitas Capital warrants to purchase 1,000 shares of common stock of the Company at an exercise price of $6.00 per share.

During the nine months ended September 30, 2019 the Company repaid $5,000 in interest and extended the maturity date of the loan. 

The July 2019 Tal Loan Agreement

On July 26, 2019, the Company entered into a loan agreement (the “July 2019 Tal Loan Agreement”) with Robert Tal, whereby the Company issued Tal a promissory note in the principal amount of $12,000 (the “July 2019 Tal Note”). Pursuant to the July 2019 Tal Loan Agreement, the July 2019 Tal Note bears interest at a rate of $600 per month. As additional consideration for entering in the July 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 180 shares of the Company’s common stock at a purchase price of $6.00 per share.

During the nine months ended September 30, 2019 the Company repaid $12,000 in principal and $600 in interest and the loan is no longer outstanding. 

The August 2019 Schiller Loan Agreement

On August 6, 2019, the Company entered into a loan agreement (the “August 2019 Schiller Loan Agreement”), whereby the Company issued a promissory note in the principal amount of $15,000 (the “August 2019 Schiller Note”). Pursuant to the August 2019 Schiller Loan Agreement, the August 2019 Schiller Note bears interest at a rate of $750 per month. As additional consideration for entering in the August 2019 Schiller Loan Agreement, the Company issued a five-year warrant to purchase 225 shares of the Company’s common stock at a purchase price of $6.00 per share.

During the nine months ended September 30, 2019 the Company repaid $15,000 in principal and $750 in interest and the loan is no longer outstanding. 

The August 2019 Tal Loan Agreement

On August 6, 2019, the Company entered into a loan agreement (the “August 2019 Tal Loan Agreement”), whereby the Company issued Tal a promissory note in the principal amount of $12,000 (the “August 2019 Tal Note”). Pursuant to the August 2019 Tal Loan Agreement, the August 2019 Tal Note bears interest at a rate of $600 per month. As additional consideration for entering in the August 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 180 shares of the Company’s common stock at a purchase price of $6.00 per share.

During the nine months ended September 30, 2019 the Company repaid $12,000 in principal and $600 in interest and the loan is no longer outstanding. 

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The First September 2019 Tal Loan Agreement

On September 4, 2019, the Company entered into a loan agreement (the “First September 2019 Tal Loan Agreement”), whereby the Company issued Tal a promissory note in the principal amount of $15,000 (the “First September 2019 Tal Note”). Pursuant to the First September 2019 Tal Loan Agreement, the First September 2019 Tal Note bears interest at a rate of $750 per month. As additional consideration for entering in the First September 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 225 shares of the Company’s common stock at a purchase price of $6.00 per share.

During the nine months ended September 30, 2019 the Company repaid $15,000 in principal and $750 in interest and the loan is no longer outstanding. 

The Second September 2019 Tal Loan Agreement

On September 26, 2019, the Company entered into a loan agreement (the “Second September 2019 Tal Loan Agreement”), whereby the Company issued Tal a promissory note in the principal amount of $12,500 (the “Second September 2019 Tal Note”). Pursuant to the Second September 2019 Tal Loan Agreement, the Second September 2019 Tal Note bears interest at a rate of $625 per month. As additional consideration for entering in the First September 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 188 shares of the Company’s common stock at a purchase price of $6.00 per share.

The September 2019 Schiller Loan Agreement

On September 26, 2019, the Company entered into a loan agreement (the “September 2019 Schiller Loan Agreement”), whereby the Company issued Schiller a promissory note in the principal amount of $50,000 (the “September 2019 Schiller Note”). Pursuant to the September 2019 Schiller Loan Agreement, the September 2019 Schiller Note bears interest at a rate of $2,250 per month. As additional consideration for entering in the First September 2019 Schiller Loan Agreement, the Company issued Schiller a five-year warrant to purchase 1,000 shares of the Company’s common stock at a purchase price of $6.00 per share.

Demand loan

On March 29, 2019, Mark Standish made non-interest bearing loans of $300,000 to the Company in the form of cash. The loan is due on demand and is unsecured. In April 2019 the company papered this note as part of the February 2019 Convertible Note Offering.

On June 13, 2019, Standish made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured.

Officer compensation

During the nine months ended September 30, 2019 the Company paid $38,105 for living expenses for officers of the Company.

Note 8 – Stockholders’ Deficit

Shares Authorized

The Company is authorized to issue up to thirty-five million (35,000,000) shares of capital stock, of which fifteen million (15,000,000) shares are designated as common stock, par value $0.001 per share, and twenty million (20,000,000) are designated as “blank check” preferred stock, par value $0.001 per share. The designations, rights, and preferences of such preferred stock are to be determined by the Company’s board of directors.

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Reverse Stock Split

On July 25, 2019, following board of directors approval, the Company filed a Certificate of Change to its Articles of Incorporation (the “Amendment”), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.001 per share, without any change to its par value. The Amendment became effective on July 30, 2019. The number of shares authorized for common and preferred stock were not affected by the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were “rounded up” to the next whole share.

All share and per share amounts for the common stock have been retroactively restated to give effect to the reverse splits.

Preferred Stock

As of September 30, 2019, and December 31, 2018 there were no preferred stock issued or outstanding.

Common Stock

On January 4, 2019, the Company issued 2,000,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $240,000.

On January 3, 2019, the Company issued 500,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $70,050.

August 2018 Equity Raise

Effective August 31, 2018 (the “Effective Date”), the Company consummated the initial closing (the “Initial Closing”) of a private placement offering of its securities of up to $5,000,000 (the “August 2018 Equity Raise”). During the three months ended March 31, 2019 the Company entered into definitive securities purchase agreements (the “Purchase Agreements”) for aggregate gross proceeds of $649,829. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 2,599,320 shares of common stock at $0.25 per share and received warrants to purchase 129,966 shares of common stock at an exercise price of $6.00 per share (the “Purchaser Warrants”, collectively, the “Securities”).

The Purchaser Warrants are exercisable for a term of five years from the Initial Exercise Date (as defined in the Purchaser Warrants). 

Tender offers

	Warrants subject to tender		Common shares issuable		Warrants tendered		Shares issued
Tender offer 1		61,832,962		20,610,782		50,602,968		16,977,084
Tender offer 2		53,754,849		26,727,425		50,052,133		25,026,377
Total		115,587,811		47,338,207		100,655,101		42,003,461

Tender 1

In February 2019 the Company offered to its holders of certain outstanding warrants (the “Tender 1 Warrants”), each with an exercise price of $4.00, by agreeing to receive thirty-three thousand three hundred and thirty three (33,333) Shares in exchange for every one-hundred thousand (100,000) Warrants tendered by the holders of Warrants (the “Exchange Ratio”). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on April 15, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.

Tender 2 

In April 2019 the Company offered to its holders of certain outstanding warrants (the “Tender 2 Warrants”), each with an exercise price of $6.00, by agreeing to receive fifty thousand (50,000) Shares in exchange for every one-hundred thousand (100,000) Warrants tendered by the holders of Warrants (the “Exchange Ratio”). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on May 17, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.

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Warrants

The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model.

The assumptions used for warrants granted during the nine months ended September 30, 2019 are as follows:

	September 30,   2019	September 30, 2018
Exercise price	$ 6.00	$4.00-$6.00
Expected dividends	0%	0%
Expected volatility	78.5% - 114.13%	102% - 107 %
Risk free interest rate	1% - 3%	2% - 3%
Expected life of warrant	4 – 5 years	4 – 5 years

Warrant Activities

The following is a summary of the Company’s warrant activity:

	Warrants			Weighted Average Exercise Price
Outstanding – December 31, 2018		5,548,141		$	5.40
Granted		426,312			5.90
Exercised		-			-
Forfeited/Cancelled		(5,188,201	)		5.34
Outstanding and Exercisable – September 30, 2019		786,252		$	5.11

Warrants Outstanding								Warrants Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	5.11		786,252		2.87		5.11		786,252		2.87

During the nine months ended September 30, 2019, a total of 133,190 warrants were issued with convertible notes (See Note 5 above). The warrants have a grant date fair value of $252,533 using a Black-Scholes option-pricing model and the above assumptions.

During the nine months ended September 30, 2019, a total of 98,755 warrants were issued with notes payable – related party (See Note 6 above). The warrants have a grant date fair value of $114,777 using a Black-Scholes option-pricing model and the above assumptions.

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During the nine months ended September 30, 2019, a total of 1,320 warrants were issued with convertible notes payable – related party (See Note 6 above). The warrants have a grant date fair value of $2,465 using a Black-Scholes option-pricing model and the above assumptions. 

During the nine months ended September 30, 2019, a total of 2,599,320 warrants were issued with the August 2018 Equity Raise (See above). The warrants have a grant date fair value of $334,985 using a Black-Scholes option-pricing model and the above assumptions.

During the nine months ended September 30, 2019, a total of 69,201 warrants were issued in exchange for services. The warrants have a grant date fair value of $ $206,884 using a Black-Scholes option-pricing model and the above assumptions. 

Note 9 – Commitments and Contingencies

Lease Agreements

On May 5, 2018, the Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. Total amount due under this lease is $411,150.

On April 1, 2019, the Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 660, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019. Total amount due under this lease is $108,229

Total future minimum payments required under the lease as of September 30, 2019 are as follows:

Twelve Months Ending September 30,
2020	$	103,925
2021		107,955
2022		112,942
2023		82.453
Total	$	407,274

Rent expense for the nine months ended September 30, 2019 and 2018 was $116,209 and $140,056 respectively. 

Note 10 – Subsequent Events

June 2019 Loan Agreement Amendments

On October 10, 2019 the Company and investors entered into a fourth amendment agreement to the June 2019 Loan Agreement, whereby the parties thereto agreed to (i) increase the principal amount of the June 2019 Loan to $4,825,000; and (ii) amend the interest, conversion terms, and other covenants of the note.

October 2019 Loan Agreement

In October 2019, the Company entered into a loan agreement for funds of $10,000. This loan was subsequently repaid.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q and other reports filed by Jerrick Media Holdings, Inc. (the “Company”) from time to time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

Overview

Jerrick Media Holdings, Inc. (OTCQB: JMDA) is a technology company. The Company provides technology solutions for content creators, brands and their respective audiences.

Jerrick’s flagship product Vocal is a long-form, digital publishing platform focused on providing storytelling tools, monetization features and engaged communities for content creators to get discovered and fund their creativity. Vocal is home to content creators and brands of all shapes and sizes, and attracts audiences across a network of owned-and-operated communities. The platform’s open-canvas content creation editor supports a wide range of rich-media assets including photos, videos, podcasts, product links, written word, and more, making it easy for creators to produce beautiful, engaging content. Additionally, creators can upgrade to Vocal+, Vocal’s premium subscription offering, to access a suite of additional features such as increased earnings, brand collaborations, rewards, and early access to new features. 

Jerrick’s in-house content studio Vocal for Brands collaborates with brands to create beautiful, campaign-optimized branded experiences on the Vocal platform that build brand affinity, trust, and drive results. The Company employs an agile design and development process, yielding a balanced portfolio of revenue streams that ensures institutional stability. 

In the third quarter, Jerrick implemented a $10 monthly renewal option in addition to the $99 annual renewal option for the Vocal+ subscription offering. Additionally, following Jerrick’s acquisition of the Seller’s Choice agency in September 2019, the Company successfully integrated Seller’s Choice into its sales team and operations.

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Results of Operations

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at September 30, 2019 compared to December 31, 2018:

	September 30, 2019			December 31, 2018			Increase / (Decrease)
Current Assets	$	370,250		$	6,500		$	363,750
Current Liabilities	$	8,510,169		$	2,569,584		$	5,940,585
Working Capital Deficit	$	(8,139,919	)	$	(2,563,084	)	$	(5,576,835	)

At September 30, 2019, we had a working capital deficit of $8,139,919 as compared to a working capital deficit of $2,563,084 at December 31, 2018, an increase of $5,576,835. The increase is primarily attributable to an increase in notes payable related party, convertible notes payable, and the current portion of operating lease payable. These were offset by a decrease in cash and a decrease in accounts payable and accrued liabilities.

Net Cash

Net cash used in operating activities for the nine months ended September 30, 2019 and 2018, was $4,707,807 and $3,447,763, respectively. The net loss for the nine months ended September 30, 2019 and 2018 was $5,403,866 and $10,052,160, respectively. This change is primarily attributable to the net loss for the current period offset by share-based payments in the amount of $441,412 to employees and consultants for services rendered, the accretion of debt discount and debt issuance costs of $228,017 due to the incentives given with debentures, and a gain on extinguishment of debt of $83,171 in addition to a change in accounts payable and accrued expenses of $84,229. These increases were offset by a change in accounts receivable of $49,532 during the nine months ended September 30, 2019.

Net cash used in investing activities for the nine months ended September 30, 2019 and 2018 was $391,292 and $24,084, respectively. This change is attributable to the cash paid for property and equipment and the cash consideration for the acquisition.

Net cash provided by financing activities for the nine months ended September 30, 2019 and 2018 was $5,266,353 and $3,547,074. During the 2019 period, the Company was predominantly financed by issuance of common stock, debt and related party notes of $649,829, $2,093,025 and $3,406,500, respectively to fund operations. These increases were offset by repayment of notes and related party notes of $50,000 and $329,000, respectively.

Summary of Statements of Operations for the Three Months Ended September 30, 2019 and 2018:

	Three Months Ended September 30,
	2019			2018
Revenue	$	91,386		$	25,119
Gross Margin	$	91,386		$	25,119
Operating Expenses	$	(1,747,909	)	$	(907,707	)
Loss from operations	$	(1,656,523	)	$	(882,588	)
Other Expenses	$	(277,488	)	$	(4,664,704	)
Net loss	$	(1,934,011	)	$	(5,547,292	)
Loss per common share – basic and diluted	$	(0.22	)	$	(0.12	)

Revenue

Revenue was $91,386 for the three months ended September 30, 2019, as compared to $25,119 for the comparable three months ended September 30, 2018, an increase of $66,267. The increase in revenue is primarily attributable to the launch and steady growth of Vocal+ paid subscribers, the rising price points for Vocal for Brands campaigns, and the integration of Seller’s Choice into Jerrick following the Company’s successful acquisition of Seller’s Choice in late third-quarter.

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Operating Expenses

Operating expenses for the three months ended September 30, 2019 were $1,747,909 as compared to $907,707 for the three months ended September 30, 2018. The increase of $840,202 in operating expenses is the result of an increase in general and administrative expenses, consulting fees and increased employee headcount mainly related to the acquisition of Seller’s Choice and the implementation of the Company’s plan to uplist to a national exchange.

Loss from Operations

Loss from operations for the three months ended September 30, 2019 was $1,656,523 as compared to loss of $882,588 for the three months ended September 30, 2018. The increase in the loss from operations is primarily due to increased expenses due to the continued development of the Vocal platform and increased marketing costs.

Other Expenses

Other expenses for the three months ended September 30, 2019 was $277,488 as compared to $4,664,704 for the three months ended September 30, 2018. Other expenses during the three months ended September 30, 2019 was comprised of interest expense of $164,439 on notes and related party notes, accretion of debt discount and issuance cost of $111,027 due to the incentives given with debentures, and a loss on extinguishment of debt of $2,022. During the three months ended September 30, 2018, other expenses were comprised of interest expense of $279,163 on notes and related party notes and accretion of debt discount and issuance cost of $1,449,656 due to the incentives given with debentures, loss on extinguishment of liabilities of $2,938,719 for the incentives given to amend or convert debt.

Net Loss

Net loss attributable to common shareholder for three months ended September 30, 2019, was $1,934,011, or loss per share of $(0.22), as compared to a net loss of $5,547,292, or loss per share of $(0.11), for the three months ended September 30, 2018.

Inflation did not have a material impact on the Company’s operations for the applicable period. Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

Summary of Statements of Operations for the Nine Months Ended September 30, 2019 and 2018:

	Nine Months Ended September 30,
	2019			2018
Revenue	$	132,901		$	65,391
Gross Margin	$	132,901		$	65,391
Operating Expenses	$	(4,896,539	)	$	(3,837,259	)
Loss from operations	$	(4,763,638	)	$	(3,771,868	)
Other Expenses	$	(640,228	)	$	(6,280,292	)
Net loss	$	(5,403,866	)	$	(10,052,160	)
Loss per common share – basic and diluted	$	(0.68	)	$	(0.25	)

Revenue

Revenue was $132,901 for the nine months ended September 30, 2019, as compared to $65,391 for the comparable nine months ended September 30, 2018, an increase of $67,510. The increase in revenue is primarily attributable to the acquisition of Seller’s Choice, the introduction of the Vocal+ subscription offering, and the continued growth of Vocal for Brands.

Operating Expenses

Operating expenses for the nine months ended September 30, 2019 were $4,896,539 as compared to $3,837,259 for the nine months ended September 30, 2018. The increase of $1,059,280 in operating expenses was the result of increases in R&D expenses related to the replatforming of Vocal and development of Vocal+ subscription features, consulting fees, compensation related to headcount and general and administrative expenses as the Company scales its business. 

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Loss from Operations

Loss from operations for the nine months ended September 30, 2019 was $4,763,638 as compared to loss of $3,771,868 for the nine months ended September 30, 2018. The increase in the loss from operations is primarily due to increased expenses resulting from the continued development of the Vocal platform and increased marketing costs.

Other income (expenses)

Other expenses for the nine months ended September 30, 2019 were $640,228 as compared to $6,280,292 for the nine months ended September 30, 2018. Other expenses during the nine months ended September 30, 2019 were comprised of interest expense of $329,040 on notes and related party notes, accretion of debt discount and issuance cost of $228,017 due to the incentives given with debentures, and a loss on extinguishment of debt of $83,171. During the nine months ended September 30, 2018, other expenses were comprised of interest expense of $888,359 on notes and related party notes and accretion of debt discount and issuance cost of $2,039,589 due to the incentives given with debentures, and a loss on extinguishment of liabilities of $3,370,505 for the incentives given to amend or convert debt.

Net Loss

Net loss attributable to common shareholder for nine months ended September 30, 2019, was $5,403,866, or loss per share of $(0.68), as compared to a net loss of $10,052,160, or loss per share of $(0.25), for the nine months ended September 30, 2018.

Inflation did not have a material impact on the Company’s operations for the applicable period. Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

Off-Balance Sheet Arrangements 

As of September 30, 2019, we had no off-balance sheet arrangements. 

Critical Accounting Policies

Our significant accounting policies are described in Note 2 of the Condensed Consolidated Financial Statements. During the nine months ending September 30, 2019, we were not required to make any material estimates and assumptions that affect the reported amounts and related disclosures of assets, liabilities, revenue and expenses. However, if we complete an acquisition, we will be required to make estimates and assumptions typical of other companies. For example, we will be required to make critical accounting estimates related to valuation and accounting for business combinations. The estimates will require us to rely upon assumptions that were highly uncertain at the time the accounting estimates are made, and changes in them are reasonably likely to occur from period to period. Changes in estimates used in these and other items could have a material impact on our financial statements in the future. Our estimates will be based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business prospects. Actual results may differ significantly from our estimates.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 229.10(f)(1).

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Item 4. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact there are resource constraints and management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive and Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934). Based on that evaluation, our Principal Executive and Financial Officer concluded our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2019. 

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) has occurred during the three and nine months ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. 

Item 1A. Risk Factors.

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 229.10(f)(1).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three months ended September 30, 2019, we issued securities that were not registered under the Securities Act, and were not previously disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q as listed below. All of the securities discussed in this Item 2 were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act.

On July 26, 2019, the Company entered into a loan agreement with an accredited (the “July 2019 Loan Agreement”) investor whereby the Company issued such accredited investor a promissory note in the principal amount of $12,000 (the “July 2019 Note”). As additional consideration for entering into the July 2019 Loan Agreement, the Company issued the accredited investor a five-year warrant to purchase 180 shares of the Company’s common stock with an exercise price of $6.00 per share.

On August 6, 2019, the Company entered into a loan agreements with accredited investors (the “August 2019 Loan Agreements”), whereby the Company issued such accredited investors promissory notes in the aggregate principal amount of $27,000 (the “August 2019 Notes”). As additional consideration for entering into the August 2019 Loan Agreements, the Company issued such accredited investors five-year warrants to purchase up to an aggregate of 405 shares of the Company’s common stock with an exercise price of $6.00 per share.

On September 4, 2019, the Company entered into a loan agreement with an accredited investor (the “First September 2019 Loan Agreement”), whereby the Company issued such accredited investor a promissory note in the principal amount of $15,000 (the “First September 2019 Note”). As additional consideration for entering into the First September 2019 Loan Agreement, the Company issued such accredited investor a five-year warrant to purchase 225 shares of the Company’s common stock at a purchase price of $6.00 per share.

On September 17, 2019 the Company entered into an agreement to extend the July 2019 Gravitas Capital Loan Agreement. In consideration for this extension, the Company issued the accredited investor a five year warrant to purchase 1,000 shares of the Company’s common stock with an exercise price of $6.00 per share.

On September 26, 2019, the Company entered into a loan agreements with accredited investors (the “September 2019 Loan Agreements”), whereby the Company issued such accredited investors promissory notes in the aggregate principal amount of $62,500 (the “September 2019 Notes”). As additional consideration for entering into the September 2019 Loan Agreements, the Company issued such accredited investors five-year warrants to purchase up to an aggregate of 1,188 shares of the Company’s common stock with an exercise price of $6.00 per share.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits.

Exhibit No.	Description
10.1	Amendment No. 3 to Loan and Security Agreement, dated September 16, 2019
10.2	Amendment No. 4 to Loan and Security Agreement, dated October 11, 2019
31.1**	Certification by the Principal Executive and Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1**	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	JERRICK MEDIA HOLDINGS, INC.
Date: November 14, 2019	By:	/s/ Jeremy Frommer
	Name:	Jeremy Frommer
	Title:	Chief Executive Officer
		(Principal Executive Officer)
		(Principal Financial Officer)
		(Principal Accounting Officer)

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT

This AMENDMENT NO. 3 (the “Amendment”), dated as of September 3, 2019, to the LOAN AGREEMENT (the “June 2019 Loan Agreement”), and the SECURITY AGREEMENT (the “June 2019 Security Agreement”), both dated June 3, 2019, as such Agreements have been amended by way of agreements dated as of July 29, 2019 (the “July 2019 Amendment Agreement” and August 12, 2019 (the “First August 2019 Amendment Agreement”; and together with the June 2019 Loan Agreement, the June 2019 Security Agreement, the July 2019 Amendment Agreement and the First August 2019 Amendment Agreement, the “Agreements”), by and between Jerrick Media Holdings, Inc. (the “Company”) and the investors (the “Investors”) named in the Agreements. The Investors and the Company are hereinafter referred to together as “the Parties”. Capitalized terms not defined herein have the meanings assigned to them in the Agreements.

WITNESSETH:

WHEREAS, on June 3, 2019, the Investors and the Company entered into the June 3, 2019 Loan Agreement and the June 3, 2019 Security Agreement and Securities Purchase Agreement pursuant to which the Investors agreed to have a joint and several interest in the June 2019 Loan in the principal aggregate amount of

$2,400,000; and

WHEREAS, on July 29, 2019, the Investors and the Company entered into the July 2019 Amendment Agreement pursuant to which the parties agreed to amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $2,500,000, and (ii) amend the provisions regarding the ranking of interest of such loan; and

WHEREAS, on August 12, 2019, the Investors and the Company entered into the First August 2019 Amendment Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $3,000,000, and (ii) amend the provisions regarding the ranking of interest of such loan; and

WHEREAS, the Parties now desire to further amend the Agreements in certain respects as hereinafter set forth;

NOW, THEREFORE, in consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Agreement is hereby amended as follows:

1. Section 2.1 of the Loan Agreement is hereby amended to be and read as follows:

“Section 2.1 The Loan

The Lenders have resolved to issue certain financial accommodations to the Borrower in an amount of up to FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00), which shall be undertaken, funded and/or repaid in accordance with this Agreement, as follows: the Borrower shall be indebted in the amount of Four Million and No/100 Dollars ($4,000,000.00) (the “Term Loan”), funded as follows:

(a) ONE MILLION TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($1,200,000.00) was exchanged by Rosen from an existing Promissory note dated May 26, 2016 in favor of Rosen for a joint and several interest in the 2019 Term Loan pursuant to the Debt Exchange Agreement dated 6/3/19;

(b) (i) SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($600,000) was funded by Goldberg at First Closing on June 3, 2019, (ii) SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($600,000) was funded by Goldberg at Second Closing on June 25, 2019, (iii) an additional ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000) was funded by Goldberg pursuant to the July 2019 Amendment Agreement on July 29, 2019, (iv) an additional FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000) was funded by Goldberg pursuant to the First August 2019 Amendment Agreement on August 12, 2019, (v) an additional ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000) was funded by Goldberg on August 26, 2019, (vi) an additional FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000) was funded by Goldberg on September 6, 2019, and (vii) an additional FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($400,000) was funded by Goldberg on September 13, 2019.

Following the September 13, 2019 funding by Goldberg, the principal amounts funded by Creditor are as follows:

Eric Goldberg:	$	2,800,000
Arthur Rosen:	$	1,200,000

The Loan is not a revolving credit loan, and Borrower is not entitled to any re-advances of any portion of the Loan which it may (or is otherwise required to) pay or prepay pursuant to the provisions of this Agreement. The Closings shall occur on the Closing Dates and shall be conducted remotely via exchange of documents.

The net proceeds of the Current Advance shall be employed by the Borrower as provided in Section 6.2 of this Agreement.”

2. Paragraph 2 of the Intercreditor Agreement is hereby amended to be and read as follows:

“2. Ranking of Interests. Each Creditor agrees and acknowledges that all sums secured or owing to either Creditor under the Creditor Loan Documents shall be and are hereby declared by each Creditor to be held and/or receivable by the Creditors on the following basis:

(i) Each Creditor agrees and acknowledges that all sums secured or owing to either Creditor under the Creditor Loan Documents shall be and are hereby declared by each Creditor to be held and/or receivable by the Creditors on a pro-rata basis as to each Creditor’s share of the Loan (each such share hereinafter referred to as each Creditor’s “Creditor Share”)..

Any amounts payable hereunder shall be rounded to the nearest whole ten-dollar increment. Notwithstanding anything to the contrary contained in any Creditor Loan Documents and irrespective of: (i) dates, times or order of when a Creditor made its loan to the Company under the Creditor Loan Documents; (ii) the time, order or method of attachment or perfection of the security interests created in favor of either Creditor; (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any collateral; (iv) anything contained in any filing or agreement to which any Creditor now or hereafter may be a party; (v) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors; (vi) the time or order of obtaining control or possession of any Collateral; or (vii) or the failure to perfect or maintain the perfection or priority of any security interests, each Creditor hereby agrees and acknowledges that: (x) each of the Creditors has a valid security interest in the Collateral and (y) the security interests of each Creditor in any Collateral pursuant to any Creditor Loan Documents shall, be pari passu on a pro rata basis, based on percentage of Creditor Share.”

3. Except as amended hereby, the terms and provisions of the Agreements shall remain in full force and effect, and the Agreements are in all respects ratified and confirmed. On and after the date of this Amendment, each reference in each of the Agreements to the "Agreement", "hereinafter", "herein", “hereinafter", "hereunder", "hereof", or words of like import shall mean and be a reference to such Agreement as amended by this Amendment.

4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single Amendment.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first stated above.

JERRICK MEDIA, INC.
By:
	Name:	Jeremy Frommer
	Title:	CEO
	ARTHUR ROSEN, as Creditor
	ERIC GOLDBERG, as Creditor

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EX-10.2

Exhibit 10.2

AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT

This AMENDMENT NO. 4 (this “Amendment”), dated as of October 10, 2019, to that certain Loan Agreement (the “June 2019 Loan Agreement”), and that certain Security Agreement (the “June 2019 Security Agreement”), both dated June 3, 2019, as such agreements have been amended by way of agreements dated as of July 29, 2019 (the “First Amendment Agreement”), August 12, 2019 (the “Second Amendment Agreement”) and September 16, 2019 (the “Third Amendment Agreement;” and together with the June 2019 Loan Agreement, the June 2019 Security Agreement, the First Amendment Agreement, the Second Amendment Agreement and the Third Amendment Agreement, the “Agreements”), by and between Jerrick Media Holdings, Inc., a Nevada corporation (the “Company”), and the investors (the “Investors”) named in the Agreements. The Investors and the Company are hereinafter referred to together as the “Parties.” Capitalized terms not defined herein have the meanings assigned to them in the Agreements.

WITNESSETH:

WHEREAS, on June 3, 2019, the Investors and the Company entered into the June 3, 2019 Loan Agreement and the June 3, 2019 Security Agreement and Securities Purchase Agreement pursuant to which the Investors agreed to have a joint and several interest in the June 2019 Loan in the principal aggregate amount of

$2,400,000;

WHEREAS, on July 29, 2019, the Investors and the Company entered into the First Amendment Agreement pursuant to which the parties agreed to amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $2,500,000, and (ii) amend the provisions regarding the ranking of interest of such loan;

WHEREAS, on August 12, 2019, the Investors and the Company entered into the Second Amendment Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $3,000,000, and (ii) amend the provisions regarding the ranking of interest of such loan;

WHEREAS, on September 16, 2019, the Investors and the Company entered into the Third Amendment Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal amount of the June 2019 Loan to $4,000,000; and (ii) amend the provisions therein with regard to the ranking of security interests; and

WHEREAS, the Parties now desire to further amend the Agreements in certain respects as hereinafter set forth.

NOW, THEREFORE, in consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Agreement is hereby amended as follows:

1. Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced to be and read as follows:

“Section 1.1 Certain Definitions. As used herein:

“Affiliate” means, as to any Person, (a) any corporation in which such Person or any partner, shareholder, director, officer, member, or manager of such Person, at any level, directly or indirectly owns or controls more than ten percent (10%) of the beneficial interest, (b) any partnership, joint venture or limited liability company in which such Person or any partner, shareholder, director, officer, member, or manager of such Person, at any level, is a partner, joint venturer or member, (c) any trust in which such Person or any partner, shareholder, director, officer, member or manager of such Person, at any level, or any individual related by birth, adoption or marriage to such Person, is a trustee or beneficiary, (d) any entity of any type which is directly or indirectly owned or controlled by (or is under common control with) such Person or any partner, shareholder, director, officer, member or manager of such Person, at any level, (e) any partner, shareholder, director, officer, member, manager or employee of such Person, or (f) any individual related by birth, adoption or marriage to any partner, shareholder, director, officer, member, manager, or employee of such Person.

“Agreement” means this Loan Agreement.

“Business Day” means a day on which national banks located in the State of New Jersey are open for general banking business.

“Capital Lease” shall mean (i) any lease of property, real or personal, if the then present value of the minimum rental commitment thereunder should, in accordance with GAAP, be capitalized on the balance sheet of the lessee, and (ii) any other such lease the obligations of which are required to be capitalized on the balance sheet of the lessee.

“First Closing” means the execution and exchange of this Agreement, the Debt Exchange Agreement, the Security agreements with completed exhibits thereto and the first payment of SIX HUNDRED THOUSAND DOLLARS and No/CENTS ($600,000) by Goldberg to the Borrower.

“First Closing Date” means the date on which Goldberg shall advance the first payment of SIX HUNDRED THOUSAND DOLLARS and No/CENTS ($600,000) and the Exchange shall have occurred.

“Second Closing” means the second payment of SIX HUNDRED THOUSAND DOLLARS and No/CENTS ($600,000) by Goldberg to the Borrower, which shall occur on July 1, 2019.

“Collateral” shall have the meaning set forth in the Security Agreement.

“Debt Exchange Agreement” means that certain Debt Exchange Agreement, dated as of the date hereof between Rosen and the Borrower, a true and correct copy of which is attached hereto as Exhibit C.

“Default Rate” means the lesser of (a) the maximum per annum rate of interest allowed by applicable law, and (b) eighteen percent (18.0%) per annum.

“Event of Default” has the meaning assigned in Article 6.

“Exchange” has the meaning assigned in the Debt Exchange Agreement.

“GAAP” means those generally accepted accounting principles and practices which are recognized as such by the American Institute of Certified Public Accountants acting through the Financial Accounting Standards Board (“FASB”) or through other appropriate boards or committees thereof and which are consistently applied for all periods so as to properly reflect the financial condition, and the results of operations and cash flows of the Borrower except that any accounting principle or practice required to be changed by the FASB (or other appropriate board or committee of the FASB) in order to continue as a generally accepted accounting principle or practice may be so changed.

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“Indebtedness” shall mean, without duplication, as to any Person or Persons (i) indebtedness for borrowed money; (ii) indebtedness for the deferred purchase price of property or services; (iii) indebtedness evidenced by bonds, debentures, notes or other similar instruments; (iv) obligations and liabilities secured by a Lien upon property owned by such Person, whether or not owing by such Person and even though such Person has not assumed or become liable for the payment thereof; (v) obligations and liabilities directly or indirectly guaranteed by such Person; (vi) obligations or liabilities created or arising under any conditional sales contract or other title retention agreement with respect to property used and/or acquired by such Person; (vii) obligations of such Person as lessee under Capital Leases; (viii) net liabilities of such Person under hedging agreements and foreign currency exchange agreements, as calculated on a basis satisfactory to the Lenders and in accordance with accepted practice; (ix) all obligations of such Person in respect of bankers’ acceptances; (x) all obligations, contingent or otherwise of such Person as an account party in respect of letters of credit; and (xi) all liabilities which would be reflected on a balance sheet of such Person, prepared in accordance with GAAP applied on a consistent basis.

“Lien” shall mean any lien (statutory or otherwise), security interest, mortgage, deed of trust, pledge, charge, conditional sale, title retention agreement, Capital Lease or other encumbrance or similar right of others, or any agreement to give any of the foregoing.

“Loan” means the loan to be made by the Lenders to Borrower under this Agreement and all other amounts secured by the Loan Documents, as amended, supplemented or modified from time to time.

“Loan Documents” means: (a) this Agreement, (b) Security Agreement (c) UCC financing statements, (d) all other documents evidencing, securing, governing or otherwise pertaining to the Loan, and (e) all amendments, modifications, renewals, substitutions and replacements of any of the foregoing.

“Maturity Date” means the earlier of:

 with respect to the Loan, (i) the six (6) month anniversary of the First Closing Date; or (ii) any earlier date on which the entire Loan is required to be paid in full, by acceleration or otherwise, under this Agreement or any of the other Loan Documents.

“Patriot Act”: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity.

“Security Agreement” means the Security Agreement of event date, executed by Borrower in favor of the Lenders. The Security Agreement shall be substantially in the form of Exhibit A attached hereto.

“Senior Debt” shall mean all Indebtedness that has priority or is pari passu in right of payment to the obligations of the Borrower to the Lenders hereunder.

“Slide Appraisal” The Slide Appraisal shall be substantially in the form of Exhibit B attached hereto.

“Subordinated Debt” shall mean all Indebtedness which is subordinated in right of payment to the prior indefeasible payment in full of the obligations of the Borrower to the Lenders.

“Term Loan” See “Loan.”

“UCC” means the Uniform Commercial Code as enacted and in effect in the state of New Jersey.”

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2. Section 2.1 of the Loan Agreement is hereby deleted in its entirety and replaced to be and read as follows:

“Section 2.1 The Loan

The Lenders have resolved to issue certain financial accommodations to the Borrower in an amount of up to FOUR MILLION, FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($4,500,000.00), which shall be undertaken, funded and/or repaid in accordance with this Agreement, as follows: the Borrower shall be indebted in the amount of Four Million, Five Hundred Thousand and No/100 Dollars ($4,500,000.00) (the “Term Loan”), of which (i) FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000) shall be funded by Goldberg on October __, 2019 and (iv) FOUR MILLION AND NO/100 DOLLARS ($4,000,000) has been previously funded, as follows:

(a) ONE MILLION TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($1,200,000.00) was exchanged by Rosen from an existing Promissory note dated May 26, 2016 in favor of Rosen for a joint and several interest in the 2019 Term Loan pursuant to the Debt Exchange Agreement;

(b) (i) SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($600,000) was funded by Goldberg at First Closing on June 3, 2019, (ii) SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($600,000) was funded by Goldberg at Second Closing on June 25, 2019, (iii) an additional ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000) was funded by Goldberg pursuant to the First Amendment Agreement on July 29, 2019, (iv) an additional FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000) was funded by Goldberg pursuant to the Second Amendment Agreement on August 12, 2019, and (v) an additional ONE MILLION AND NO/100 DOLLARS ($1,000,000) was funded by Goldberg pursuant to the Third Amendment Agreement on August 12, 2019.

The Loan is not a revolving credit loan, and Borrower is not entitled to any re-advances of any portion of the Loan which it may (or is otherwise required to) pay or prepay pursuant to the provisions of this Agreement. The Closings shall occur on the Closing Dates and shall be conducted remotely via exchange of documents.

3. Section 2.2(b) of the Loan Agreement is hereby amended to be and read as follows:

“(b) If the principal amount of the Loan is not repaid within six (6) months from the date of this Agreement, the interest rate shall increase to fourteen and one-half percent (14.5%) per annum for a period of six months. After such period, such non-payment shall be considered an Event of Default whereby the outstanding principal of the Loan shall bear interest at the Default Rate.”

4. A new Section 2.6 shall be added to the Loan Agreement, which Section shall be and read as follows:

“2.6 Conversion. At any point while any principal amount of the Loan remains outstanding, if the Company consummates a transaction in which it raises aggregate gross proceeds of at least $5,000,000 and which results in the Company being listed on a national securities exchange (a “Qualified Public Offering”), each Lender may, at its sole option convert up to one hundred percent (100%) of the outstanding principal amount of the Loan as of the consummation of such Qualified Public Offering (the “Conversion Debt”) into such number of the same class of securities issued in such offering as is determined by dividing (i) the Conversion Debt by the greater of (ii) a conversion price equal to 80% of the price per share (or, if units are sold, the price per unit of securities) issued and sold by the Company in such Qualified Public Offering or $4.00 per share. Any shares issued in connection with such conversion shall be included in the next registration statement filed with the SEC by the Borrower, which shall be the registration statement for the Qualified Public Offering if that is the first registration statement to be declared effective after the date hereof.”

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5. A new Section 5.5 shall be added to the Loan Agreement, which Section shall be and read as follows:

“Section 5.5 Other Borrower Covenants. Until the Loan has expired or been terminated and the principal of and interest on the Loan shall have been paid in full, Borrower covenants and agrees with the Lenders that Borrower will:

(1) Company Existence, Properties, etc.  Do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and comply with all laws applicable to it; at all times maintain, preserve and protect all franchises and trade names and preserve all of its property used or useful in the conduct of its business and keep the same in good repair, working order and condition, and from time to time make, or cause to be made, all needful and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly and advantageously conducted at all times; at all times keep its insurable properties adequately insured including such insurance as may be required by law or as may be reasonably required by the Lenders.

(2) Payment of Indebtedness, Taxes, etc.

(a) Pay all Indebtedness and obligations, now existing or hereafter arising, as and when due and payable, except where (i) the validity, amount, or timing thereof is being contested in good faith and by appropriate proceedings, which proceedings shall include good faith negotiations, (ii) the Borrower has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (iii) the failure to make such payment pending such contest could not reasonably be expected to have a material adverse effect.

(b) Pay and discharge or cause to be paid and discharged promptly all taxes, assessments and government charges or levies imposed upon it or upon its income and profits, or upon any of its property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that the Borrower shall not be required to pay and discharge or cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings, and the Borrower, shall have set aside on its books adequate reserves determined in accordance with GAAP with respect to any such tax, assessment, charge, levy or claim so contested.

(3) Insurance.  Maintain insurance to such extent, covering such risks and with such insurers as is reasonably satisfactory to Lenders.

(4) Financial Statements, Reports.  Furnish to the Lenders:

(a) as soon as available and in any event within one hundred twenty (120) days of the end of the calendar year, the unaudited financial statements of the Borrower, together with the unaudited statements of income, cash flow and members’ equity for the Borrower for such fiscal year and as of the end of and for the prior fiscal year, all prepared in accordance with GAAP consistently applied, except for the absence of footnotes, and setting forth in each case in comparative form the respective figures for the previous fiscal year end; provided, however, that the Company’s filing of a Annual Report on 10-K shall satisfy the requirements set forth in this Section 5.5(4)(a);

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(b) as soon as available and in any event within forty five (45) days of the end of each calendar quarter, unaudited financial statements of the Borrower, together with the statements of income, cash flow and members’ equity for the Borrower for such fiscal quarter and as of the end of and for the prior fiscal year, all prepared in accordance with GAAP consistently applied, except for the absence of footnotes and subject to normal year-end adjustments, and setting forth in each case in comparative form the respective figures for the previous fiscal year; provided, however, that the Company’s filing of a Quarterly Report on 10-Q shall satisfy the requirements set forth in this Section 5.5(4)(b); and

(c) promptly, from time to time, such other information regarding the operations, business affairs and condition, financial or otherwise, of the Borrower as the Lenders may reasonably request.

(5) Access to Premises and Records.  Maintain financial records in accordance with GAAP and permit representatives of the Lenders to have reasonable access during normal business hours to the premises of the Borrower upon reasonable request, and to examine and make excerpts from the minute books, books of accounts, reports and other records and to discuss the affairs, finances and accounts of the Borrower with its officers or with its independent accountants.

(6) Notice of Adverse Change.  Promptly notify the Lenders in writing of (a) any change in the business or the operations which, in the good faith judgment of Borrower’s officers, could reasonably be expected to have a Material Adverse Effect disclosing the nature thereof, and (b) any information which indicates that any financial statements which are the subject of any representation contained in this Agreement, or which are furnished to the Lenders pursuant to this Agreement, fail, in any material respect, to present fairly the financial condition and results of operations purported to be presented therein, disclosing the nature thereof.

(7) Notice of Default.  Promptly notify the Lenders of any Default or Event of Default which shall have occurred, which notice shall include a written statement as to such occurrence, specifying the nature thereof and the action which is proposed to be taken with respect thereto.

(8) Notice of Litigation.  Give the Lenders prompt written notice of any material action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency not previously disclosed to the Lenders.

(9) Compliance with Applicable Laws and Rules.  Comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any governmental authority.

(10) Preservation of Business. Borrower shall keep (as may be commercially reasonable) its business and properties intact in all material respects, including its operations and physical facilities.

(11) Indebtedness.  Other than in connection with the Borrower’s listing on a national securities exchange, Borrower shall not incur, create, assume or suffer to exist or otherwise become liable with respect to (i) any Subordinated Debt in excess of One Hundred Thousand Dollars ($100,000) per individual commitment or Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate and/or (ii) any Senior Debt, including renewals and extensions thereof.

(12) Restriction on Contingent Liabilities. Not guarantee or become a surety or otherwise contingently liable for any obligations of others, except pursuant to warranty and service agreements, the deposit and collection of checks and similar matters in the ordinary course of business.

(13) Nature of Business.  Not change or alter the nature of its business, in any material respect, from the nature of the business engaged in by it.

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(14) Accounting Policies and Procedures; Tax Status.  (a) Not permit any change in the accounting policies and procedures of the Borrower, including a change in fiscal year, without the prior written consent of the Lenders; provided, however, that any policy or procedure required to be changed by the FASB (or other board or committee of the FASB in order to comply with GAAP) may be so changed, and (b) not permit any change or take any action to change its tax status under the Code.

(15) Limitations on Fundamental Changes.  Not merge or consolidate with, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now or hereafter acquired) to any Person, nor liquidate, wind up or dissolve or suffer any liquidation or dissolution.”

(16) Location of Collateral. Not move the collateral from its current location at 2050 Center Ave Suite 640, Fort Lee NJ 07024 without prior consent from the Lenders.

6. Except as amended hereby, the terms and provisions of the Agreements shall remain in full force and effect, and the Agreements are in all respects ratified and confirmed. On and after the date of this Amendment, each reference in each of the Agreements to the “Agreement,” “hereinafter,” “herein,” “hereinafter,” “hereunder,” “hereof,” or words of like import shall mean and be a reference to such Agreement as amended by this Amendment.

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single Amendment.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first stated above.

COMPANY:
JERRICK MEDIA, INC.
By:
	Name: Jeremy Frommer
	Title: Chief Executive Officer
INVESTORS:
ARTHUR ROSEN
ERIC GOLDBERG

-8-

EX-31.1

EXHIBIT 31.1

CERTIFICATION

Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

I, Jeremy Frommer, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Jerrick Media Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2019	By:	/s/ Jeremy Frommer
	Name:	Jeremy Frommer

EX-32.1

EXHIBIT 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (A) and (B) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I, Jeremy Frommer, Chief Executive Officer of Jerrick Media Holdings, Inc., a Nevada corporation (the “Company”), hereby certify, to my knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2019	By:	/s/ Jeremy Frommer
	Name:	Jeremy Frommer
	Title:	Chief Executive Officer (Principal Executive and Financial Officer)

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Significant and Critical Accounting Policies and Practices (Tables)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Schedule of consolidated subsidiaries and/or entities

Name of combined affiliate	State or other jurisdiction of incorporation or organization	Company Ownership Interest
Jerrick Ventures LLC	Delaware		100%
Jerrick Australia Pty Ltd	Australia		100%
Seller's Choice, LLC	New Jersey		100%
Jerrick Global, LLC	Delaware		100%
Jerrick Investment Advisors LLC	Delaware		100%
Jerrick Partners LLC	Delaware		100%
Maven Tech LLC	Delaware		100%
OG Collection LLC	Delaware		100%
VMENA LLC	Delaware		100%
Vocal For Brands, LLC	Delaware		100%
Vocal Ventures LLC	Delaware		100%
What to Buy, LLC	Delaware		100%

Schedule of property and equipment estimated useful lives

	Estimated Useful Life (Years)
Computer equipment and software	3
Furniture and fixture	2

Schedule of revenue disaggregated by revenue

	Nine Months Ended September 30,
	2019		2018
Branded content	$	57,885	$	49,999
Managed Services	$	60,937
Affiliate sales		6,816		8,920
Other revenue		7,263		6,472
	$	132,901	$	65,391

Schedule of common stock equivalents

	September 30,
	2019		2018
Series A Preferred stock		-		-
Series B Preferred stock		-		-
Options		882,500		882,500
Warrants		786,252		5,167,087
Convertible notes - related party		5,309		100
Convertible notes		564,794		81,025
Totals		2,238,855		6,130,712

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Stockholders' Deficit

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Stockholders' Deficit

Note 8 – Stockholders' Deficit

Shares Authorized

The Company is authorized to issue up to thirty-five million (35,000,000) shares of capital stock, of which fifteen million (15,000,000) shares are designated as common stock, par value $0.001 per share, and twenty million (20,000,000) are designated as "blank check" preferred stock, par value $0.001 per share. The designations, rights, and preferences of such preferred stock are to be determined by the Company's board of directors.

Reverse Stock Split

On July 25, 2019, following board of directors approval, the Company filed a Certificate of Change to its Articles of Incorporation (the "Amendment"), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the "Reverse Stock Split") of its common stock, par value $0.001 per share, without any change to its par value. The Amendment became effective on July 30, 2019. The number of shares authorized for common and preferred stock were not affected by the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were "rounded up" to the next whole share.

All share and per share amounts for the common stock have been retroactively restated to give effect to the reverse splits.

Preferred Stock

As of September 30, 2019, and December 31, 2018 there were no preferred stock issued or outstanding.

Common Stock

On January 4, 2019, the Company issued 2,000,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $240,000.

On January 3, 2019, the Company issued 500,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $70,050.

August 2018 Equity Raise

Effective August 31, 2018 (the "Effective Date"), the Company consummated the initial closing (the "Initial Closing") of a private placement offering of its securities of up to $5,000,000 (the "August 2018 Equity Raise"). During the three months ended March 31, 2019 the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $649,829. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 2,599,320 shares of common stock at $0.25 per share and received warrants to purchase 129,966 shares of common stock at an exercise price of $6.00 per share (the "Purchaser Warrants", collectively, the "Securities").

The Purchaser Warrants are exercisable for a term of five years from the Initial Exercise Date (as defined in the Purchaser Warrants). 

Tender offers

	Warrants subject to tender		Common shares issuable		Warrants tendered		Shares issued
Tender offer 1		61,832,962		20,610,782		50,602,968		16,977,084
Tender offer 2		53,754,849		26,727,425		50,052,133		25,026,377
Total		115,587,811		47,338,207		100,655,101		42,003,461

Tender 1

In February 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 1 Warrants"), each with an exercise price of $4.00, by agreeing to receive thirty-three thousand three hundred and thirty three (33,333) Shares in exchange for every one-hundred thousand (100,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on April 15, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.

Tender 2 

In April 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 2 Warrants"), each with an exercise price of $6.00, by agreeing to receive fifty thousand (50,000) Shares in exchange for every one-hundred thousand (100,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on May 17, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.

Warrants

The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model.

The assumptions used for warrants granted during the nine months ended September 30, 2019 are as follows:

	September 30,   2019	September 30, 2018
Exercise price	$ 6.00	$4.00-$6.00
Expected dividends	0%	0%
Expected volatility	78.5% - 114.13%	102% - 107 %
Risk free interest rate	1% - 3%	2% - 3%
Expected life of warrant	4 – 5 years	4 – 5 years

Warrant Activities

The following is a summary of the Company's warrant activity:

	Warrants			Weighted Average Exercise Price
Outstanding – December 31, 2018		5,548,141		$	5.40
Granted		426,312			5.90
Exercised		-			-
Forfeited/Cancelled		(5,188,201	)		5.34
Outstanding and Exercisable – September 30, 2019		786,252		$	5.11

Warrants Outstanding								Warrants Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	5.11		786,252		2.87		5.11		786,252		2.87

During the nine months ended September 30, 2019, a total of 133,190 warrants were issued with convertible notes (See Note 5 above). The warrants have a grant date fair value of $252,533 using a Black-Scholes option-pricing model and the above assumptions.

During the nine months ended September 30, 2019, a total of 98,755 warrants were issued with notes payable – related party (See Note 6 above). The warrants have a grant date fair value of $114,777 using a Black-Scholes option-pricing model and the above assumptions.

During the nine months ended September 30, 2019, a total of 1,320 warrants were issued with convertible notes payable – related party (See Note 6 above). The warrants have a grant date fair value of $2,465 using a Black-Scholes option-pricing model and the above assumptions. 

During the nine months ended September 30, 2019, a total of 2,599,320 warrants were issued with the August 2018 Equity Raise (See above). The warrants have a grant date fair value of $334,985 using a Black-Scholes option-pricing model and the above assumptions.

During the nine months ended September 30, 2019, a total of 69,201 warrants were issued in exchange for services. The warrants have a grant date fair value of $ $206,884 using a Black-Scholes option-pricing model and the above assumptions.

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Acquisition of Seller’s Choice

9 Months Ended

Sep. 30, 2019

Merger Agreement [Abstract]

Acquisition of Seller’s Choice

Note 4 – Acquisition of Seller's Choice

On September 11, 2019, the Company entered into a Membership Interest Purchase Agreement (the "Seller's Choice Purchase Agreement") by and between the Company and Home Revolution, LLC, a Delaware limited liability company (the "Seller"). Pursuant to the Seller's Choice Purchase Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Seller's Choice Purchase Agreement (the "Seller's Choice Closing"), the Company acquired 100% of the membership interests of Seller's Choice. As a result of the transactions contemplated by the Seller's Choice Purchase Agreement, Seller's Choice became a wholly-owned subsidiary of the Company (collectively, the "Seller's Choice Acquisition").

At the Seller's Choice Closing, the aggregate consideration (the "Consideration") paid to the Seller was as follows: (i) $340,000, in cash; (ii) 333,334 shares of the Company's common stock; and (iii) a secured promissory note in the principal amount of $660,000 (the "Seller's Choice Note"). In connection with the Seller's Choice Note, the Company, Seller, and Seller's Choice entered into a Security Agreement whereby the Seller's Choice Note is secured by the assets of Seller's Choice. The Company also assumed $28,004 of Seller's Choice's payable obligations as part of the Consideration.

Following the closing of the transaction, Seller's Choice's financial statements as of the Closing were consolidated with the Consolidated Financial Statements of the Company. These amounts are provisional and may be adjusted during the measurement period.

Following the Seller's Choice acquisition, the Company's investment in Seller's Choice consisted of the following:

	Shares		Amount
Consideration paid prior to Closing:
Cash paid			$	40,000
Total consideration paid		-	$	40,000
Consideration paid at Closing:
Cash paid			$	328,004
Common stock issued at closing (1)		333,334	$	1,166,669
Note payable due March 11, 2020				660,000
Total consideration to be paid			$	2,154,673
Total consideration			$	2,194,673

(1) The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of  $3.50 per share on the date of the transaction.

Following the closing of the Seller's Choice Acquisition, Seller's Choice's financial statements as of the Closing were consolidated with the Consolidated Financial Statements of the Company.

The following presents the unaudited pro-forma combined results of operations of the Company with Seller's Choice as if the entities were combined on January 1, 2018.

	Nine Months Ended
	September 30, 2018
Revenues, net	$	446,786
Net loss	$	(10,129,122	)
Net loss per share	$	(4.13	)
Weighted average number of shares outstanding		2,452,328

	Nine Months Ended
	September 30, 2019
Revenues, net	$	801,416
Net loss	$	(5,438,813	)
Net loss per share	$	(0.69	)
Weighted average number of shares outstanding		7,900,217

The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2018 or to project potential operating results as of any future date or for any future periods. 

The Company consolidated Seller's Choice as of the closing date of the Seller's Choice Acquisition, and the results of operations of the Company include that of Seller's Choice.

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Acquisition of Seller’s Choice (Details 1) - Seller's Choice, LLC. [Member] - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Revenues, net	$ 801,416	$ 446,786
Net loss	$ (5,438,813)	$ (10,129,122)
Net loss per share	$ (0.69)	$ (4.13)
Weighted average number of shares outstanding	7,900,217	2,452,328

XML

Convertible Note Payable (Details) - USD ($)		9 Months Ended	12 Months Ended
		Sep. 30, 2019	Dec. 31, 2018
Short-term Debt [Line Items]
Outstanding Principal		$ 2,143,025	$ 150,000
Less: Debt Discount		(120,254)	(17,280)
Less: Debt Issuance Costs		(2,788)	(9,239)
Total		2,019,983	123,481
Less: Current Debt		(2,019,983)
Total Long-Term Debt			123,481
The February 2018 Convertible Note Offering [Member]
Short-term Debt [Line Items]
Outstanding Principal		$ 75,000	75,000
Interest Rate		15.00%
Conversion Price	[1]	$ 0.20
Warrants, Quantity		253,919
Warrants, Exercise Price		4.00
The February 2018 Convertible Note Offering [Member] | Minimum [Member]
Short-term Debt [Line Items]
Maturity Date		Jan. 31, 2020
The February 2018 Convertible Note Offering [Member] | Maximum [Member]
Short-term Debt [Line Items]
Maturity Date		Feb. 29, 2020
The March 2018 Convertible Note Offering [Member]
Short-term Debt [Line Items]
Outstanding Principal		$ 75,000	$ 75,000
Interest Rate		14.00%	14.00%
Conversion Price	[1]	$ 0.20
Warrants, Quantity		240,342	59,850
Warrants, Exercise Price		4.00
The March 2018 Convertible Note Offering [Member] | Minimum [Member]
Short-term Debt [Line Items]
Maturity Date		Mar. 31, 2020
The March 2018 Convertible Note Offering [Member] | Maximum [Member]
Short-term Debt [Line Items]
Maturity Date		Apr. 30, 2020
The February 2019 Convertible Note Offering [Member]
Short-term Debt [Line Items]
Outstanding Principal		$ 1,993,025
Interest Rate		10.00%
Conversion Price	[1]	$ 0.25
Warrants, Quantity		133,190
Warrants, Exercise Price		6.00
The February 2019 Convertible Note Offering [Member] | Minimum [Member]
Short-term Debt [Line Items]
Maturity Date		Feb. 29, 2020
The February 2019 Convertible Note Offering [Member] | Maximum [Member]
Short-term Debt [Line Items]
Maturity Date		Mar. 31, 2020

[1] As subject to adjustment as further outlined in the notes

XML

Stockholders' Deficit (Details 1) - Warrant [Member] - $ / shares	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 6.00
Expected dividends	0.00%	0.00%
Minimum [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price		$ 4.00
Expected volatility	78.50%	102.00%
Risk free interest rate	1.00%	2.00%
Expected life of warrant	4 years	4 years
Maximum [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price		$ 6.00
Expected volatility	114.13%	107.00%
Risk free interest rate	3.00%	3.00%
Expected life of warrant	5 years	5 years

XML

Commitments and Contingencies (Details)	Sep. 30, 2019 USD ($)
Summary of future minimum lease payments
2020	$ 103,925
2021	107,955
2022	112,942
2023	82,453
Total	$ 407,274

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,403,866)	$ (10,052,160)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	11,922	33,109
Accretion of debt discount and issuance cost	228,017	2,039,589
Inducement expense	7,626
Share-based compensation	441,412	329,857
Gain (loss) on settlement of vendor liabilities		(2,886)
Gain on settlement of debt		(15,275)
Loss on extinguishment of debt	83,171	3,370,505
Changes in operating assets and liabilities:
Prepaid expenses	669	3,366
Accounts receivable	(49,532)	(5,632)
Operating lease right of use asset	(76,317)
Security deposit		164
Deferred revenue	57,003
Accounts payable and accrued expenses	(7,912)	848,171
Deferred rent		3,429
Net Cash Used In Operating Activities	(4,707,807)	(3,447,763)
CASH FLOWS FROM INVESTING ACTIVITIES:
Issuance of note receivable	(11,450)
Cash paid for property and equipment	(27,887)	(24,084)
Cash consideration for acquisition	(368,004)
Net cash received in business combination	16,049
Net Cash Used In Investing Activities	(391,292)	(24,084)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft	(33,573)
Net proceeds from issuance of notes		791,833
Repayment of notes	(50,000)	(214,939)
Proceeds from issuance of demand loan	100,000	50,000
Proceeds from issuance of convertible note	1,993,025	1,525,154
Repayment of convertible notes		(86,798)
Proceeds from issuance of convertible notes - related party		299,852
Proceeds from issuance of note payable - related party	3,406,500	315,000
Repayment of note payable - related party	(329,000)	(163,305)
Investor Deposit		208,428
Proceeds from issuance of common stock and warrants	649,829	1,155,832
Repayment of line of credit		(44,996)
Cash paid to preferred holder		(87,111)
Cash paid for debt issuance costs		(166,761)
Cash paid for stock issuance costs		(35,115)
Purchase of treasury stock and warrants	(435,428)
Net Cash Provided By Financing Activities	5,266,353	3,547,074
Net Change in Cash	167,254	75,227
Cash - Beginning of Year		111,051
Cash - End of Year	167,254	186,278
Cash Paid During the Year for:
Income taxes
Interest	42,262	64,892
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Settlement of vendor liabilities		3,750
Deferred offering costs	143,146
Beneficial conversion feature on convertible notes		38,413
Accrued dividends		174,232
Warrants issued with debt	336,975	1,122,292
Issuance of common stock for prepaid services		116,300
Operating Lease liability	288,790
Option liability	7,328
Conversion of note payable and interest into convertible notes		341,442
Warrants with amendment to notes payable		135,596
Inducement to convert convertible preferred stock		2,016,634
Promissory Note issued for acquisition	660,000
Shares issued for acquisition	1,166,669
Conversion of note payable - related party and interest into convertible notes - related party	$ 20,000

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Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current Assets
Cash	$ 167,254
Accounts receivable	85,783	6,500
Note receivable	11,450
Current portion of operating lease right of use asset	105,763
Total Current Assets	370,250	6,500
Property and equipment, net	56,526	42,443
Excess Purchase Price Over Net Assets Acquired	2,148,407
Deferred offering costs		143,146
Security deposit	16,836	16,836
Operating lease right of use asset	222,821
Total Assets	2,814,840	208,925
Current Liabilities
Cash overdraft		33,573
Accounts payable and accrued liabilities	1,078,754	1,246,207
Demand loan	100,000
Convertible Notes - related party, net of debt discount	20,377
Convertible Notes, net of debt discount and issuance costs	2,019,983
Current portion of operating lease payable	105,763
Note payable - related party, net of debt discount	4,459,284	1,223,073
Note payable, net of debt discount and issuance costs	660,000	49,926
Deferred revenue	66,008	9,005
Deferred rent		7,800
Total Current Liabilities	8,510,169	2,569,584
Non-current Liabilities:
Operating lease payable	217,531
Deferred rent		6,150
Convertible Notes - related party, net of debt discount		314
Convertible Notes, net of debt discount and issuance costs		123,481
Total Non-current Liabilities	217,531	129,945
Total Liabilities	8,727,700	2,699,529
Stockholders' Deficit
Common stock par value $0.001: 300,000,000 shares authorized; 9,164,040 and 6,475,340 issued and outstanding as of September 30, 2019 and December 31, 2018 respectively	9,164	6,475
Additional paid in capital	36,411,455	34,100,327
Accumulated deficit	(41,941,305)	(36,545,065)
Less: Treasury stock, 349,850 and 27,667 shares, respectively	(392,174)	(52,341)
Total Stockholders' Deficit	(5,912,860)	(2,490,604)
Total Liabilities and Stockholders' Deficit	$ 2,814,840	$ 208,925

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Significant and Critical Accounting Policies and Practices (Details)	9 Months Ended
	Sep. 30, 2019
Jerrick Ventures LLC [Member]
Name of combined affiliate	Jerrick Ventures LLC
State or other jurisdiction of incorporation or organization	Delaware
Company ownership interest	100.00%
Jerrick Australia Pty Ltd [Member]
Name of combined affiliate	Jerrick Australia Pty Ltd
State or other jurisdiction of incorporation or organization	Australia
Company ownership interest	100.00%
Seller's Choice, LLC [Member]
Name of combined affiliate	Seller's Choice, LLC
State or other jurisdiction of incorporation or organization	New Jersey
Company ownership interest	100.00%
Jerrick Global [Member]
Name of combined affiliate	Jerrick Global
State or other jurisdiction of incorporation or organization	Delaware
Company ownership interest	100.00%
Jerrick Investment Advisors LLC [Member]
Name of combined affiliate	Jerrick Investment Advisors LLC
State or other jurisdiction of incorporation or organization	Delaware
Company ownership interest	100.00%
Jerrick Partners LLC [Member]
Name of combined affiliate	Jerrick Partners LLC
State or other jurisdiction of incorporation or organization	Delaware
Company ownership interest	100.00%
Maven Tech LLC [Member]
Name of combined affiliate	Maven Tech LLC
State or other jurisdiction of incorporation or organization	Delaware
Company ownership interest	100.00%
OG Collection LLC [Member]
Name of combined affiliate	OG Collection LLC
State or other jurisdiction of incorporation or organization	Delaware
Company ownership interest	100.00%
VMENA LLC [Member]
Name of combined affiliate	VMENA LLC
State or other jurisdiction of incorporation or organization	Delaware
Company ownership interest	100.00%
Vocal For Brands [Member]
Name of combined affiliate	Vocal For Brands
State or other jurisdiction of incorporation or organization	Delaware
Company ownership interest	100.00%
Vocal Ventures LLC [Member]
Name of combined affiliate	Vocal Ventures LLC
State or other jurisdiction of incorporation or organization	Delaware
Company ownership interest	100.00%
What to Buy [Member]
Name of combined affiliate	What to Buy
State or other jurisdiction of incorporation or organization	Delaware
Company ownership interest	100.00%

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Related Party Loans (Tables)

9 Months Ended

Sep. 30, 2019

Related Party Transactions [Abstract]

Schedule of convertible notes payable - related party

	Outstanding Principal as of									Warrants granted
	September 30, 2019		December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
The March 2018 Convertible Note Offering		400		400			14	%	March 2020		59,850		4.00
The February 2019 Convertible Note Offering		20,000		-			10	%	February – March 2020		1,320		6.00
		20,400		400
Less: Debt Discount		(23)		(72	)
Less: Debt Issuance Costs		-		-
		20,377		328
Less: Current Debt		(20,377)		-
Total Long-Term Debt	$	-	$	328

Schedule of notes payable - related party

	Outstanding Principal as of									Warrants granted
	September 30, 2019		December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
The May 2016 Rosen Loan Agreement	$	-	$	1,000,000			13	%	November 26, 2017		50,000	$	8.00
The June 2018 Frommer Loan Agreement		10,000		10,000			6	%	August 17, 2018		1,500		4.00
The July 2018 Rosen Loan Agreement		-		56,695			6	%	August 17, 2018		1,500		4.00
The July 2018 Schiller Loan Agreements		20,863		40,000			6	%	August 17, 2018		7,500		4.00
The December 2018 Gravitas Loan Agreement		-		50,000			6	%	January 22, 2019		2,500		6.00
The December 2018 Rosen Loan Agreement		75,000		75,000			6	%	January 26, 2019		3,750		6.00
The January 2019 Rosen Loan Agreement		175,000		-			10	%	February 15, 2019		15,000		6.00
The February 2019 Gravitas Loan Agreement		-		-			5	%	February 28, 2019		375		6.00
The February 2019 Rosen Loan Agreement		50,000		-			10	%	February 28, 2019		5,000		6.00
The June 2019 Loan Agreement		4,000,000		-			12.5	%	December 3, 2019		-		-
The July 2019 Gravitas Loan Agreement		100,000		-			5	%	September 1, 2019		1,000		6.00
The September 2019 Schiller Loan Agreement		50,000		-			4.5	%	October 9, 2019		1,000		6.00
The September 2019 Tal Loan Agreement		12,500		-			5	%	October 7, 2019		188		6.00
		4,493,363		1,231,695
Less: Debt Discount		(34,079)		(8,125	)
		4,459,284		1,223,073
Less: Current Debt		(4,459,284)		(1,223,073	)
	$	-	$	-

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Stockholders' Deficit (Details) - shares	Sep. 30, 2019	Dec. 31, 2018
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Common shares issuable	9,164,040	6,475,340
Tender offer 1 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Warrants subject to tender	61,832,962
Common shares issuable	20,610,782
Warrants tendered	50,602,968
Shares issued	16,977,084
Tender offer 2 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Warrants subject to tender	53,754,849
Common shares issuable	26,727,425
Warrants tendered	50,052,133
Shares issued	25,026,377
Total [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Warrants subject to tender	115,587,811
Common shares issuable	47,338,207
Warrants tendered	100,655,101
Shares issued	42,003,461

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Stockholders' Deficit (Details Textual) - USD ($)	1 Months Ended						9 Months Ended
	Jul. 25, 2019	Apr. 30, 2019	Feb. 28, 2019	Jan. 04, 2019	Jan. 03, 2019	Aug. 31, 2018	Sep. 30, 2019	Dec. 31, 2018
Stockholders' Deficit (Textual)
Number of shares authorized to issue							35,000,000	35,000,000
Common stock, par value							$ 0.001	$ 0.001
Common stock, shares authorized							300,000,000	300,000,000
Preferred stock, par value							$ 0.001	$ 0.001
Preferred stock, shares authorized							20,000,000	20,000,000
Preferred stock, shares issued							0.001	0.001
Preferred stock, shares outstanding
Restricted common stock issued, shares				2,000,000	500,000
Restricted common stock issued to settle liabilities, value				$ 240,000	$ 70,050
Reverse stock split description	The Company filed a Certificate of Change to its Articles of Incorporation (the “Amendment”), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.001 per share, without any change to its par value.
Warrant [Member]
Stockholders' Deficit (Textual)
Warrants issued							69,201
Fair value of warrants							$ 206,884
Warrant [Member] | Convertible Notes Payable [Member]
Stockholders' Deficit (Textual)
Warrants issued							133,190
Fair value of warrants							$ 252,533
Warrant [Member] | Note Payable Related Party [Member]
Stockholders' Deficit (Textual)
Warrants issued							98,755
Fair value of warrants							$ 114,777
Warrant [Member] | Notes Payable Related Party One [Member]
Stockholders' Deficit (Textual)
Warrants issued							1,320
Fair value of warrants							$ 2,465
Warrant Tender One [Member]
Stockholders' Deficit (Textual)
Purchase agreement, description			The Company offered to its holders of certain outstanding warrants (the "Tender 1 Warrants"), each with an exercise price of $4.00, by agreeing to receive thirty-three thousand three hundred and thirty three (33,333) Shares in exchange for every one-hundred thousand (100,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on April 15, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.
Exercise price			$ 4.00
Warrant Tender Two [Member]
Stockholders' Deficit (Textual)
Purchase agreement, description		The Company offered to its holders of certain outstanding warrants (the "Tender 2 Warrants"), each with an exercise price of $6.00, by agreeing to receive fifty thousand (50,000) Shares in exchange for every one-hundred thousand (100,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on May 17, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.
Exercise price		$ 6.00
August 2018 Equity Raise [Member]
Stockholders' Deficit (Textual)
Purchase agreement, description						The Company consummated the initial closing (the "Initial Closing") of a private placement offering of its securities of up to $5,000,000 (the "August 2018 Equity Raise"). During the three months ended March 31, 2019 the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $649,829. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 2,599,320 shares of common stock at $0.25 per share and received warrants to purchase 129,966 shares of common stock at an exercise price of $6.00 per share (the "Purchaser Warrants", collectively, the "Securities").
Warrants term						5 years
August 2018 Equity Raise [Member] | Warrant [Member]
Stockholders' Deficit (Textual)
Warrants issued							2,599,320
Fair value of warrants							$ 334,985

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Organization and Operations

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Operations

Note 1 – Organization and Operations 

Jerrick Media Holdings, Inc. ("we," "us," the "Company," or "Jerrick Media" or "Jerrick") is a technology company focused on the development of digital communities, marketing branded digital content, and e-commerce opportunities. Jerrick's content distribution platform, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Jerrick's proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests.

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.

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 1,425,000 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. 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. Campbell. In addition, Mr. Campbell assumed all debts, obligations and liabilities of GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement.

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

Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the "Statutory Merger Agreement") with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the "Statutory Merger") and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy.

On September 11, 2019, the Company acquired 100% of the membership interests of Seller's Choice, LLC, a New Jersey limited liability company ("Seller's Choice"). Seller's Choice is digital e-commerce agency based in New Jersey (see Note 4).

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	9,164,040	6,475,340
Common stock, shares outstanding	9,164,040	6,475,340
Treasury stock, shares	349,850	27,667

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Significant and Critical Accounting Policies and Practices (Details 1)	9 Months Ended
	Sep. 30, 2019
Computer equipment and software [Member]
Property and Equipment, Estimated Useful Life (Years)	3 years
Furniture and fixture [Member]
Property and Equipment, Estimated Useful Life (Years)	2 years

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Stockholders' Deficit (Tables)

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Schedule of warrant

	Warrants subject to tender		Common shares issuable		Warrants tendered		Shares issued
Tender offer 1		61,832,962		20,610,782		50,602,968		16,977,084
Tender offer 2		53,754,849		26,727,425		50,052,133		25,026,377
Total		115,587,811		47,338,207		100,655,101		42,003,461

Schedule of assumptions used for warrants granted

	September 30,   2019	September 30, 2018
Exercise price	$ 6.00	$4.00-$6.00
Expected dividends	0%	0%
Expected volatility	78.5% - 114.13%	102% - 107 %
Risk free interest rate	1% - 3%	2% - 3%
Expected life of warrant	4 – 5 years	4 – 5 years

Schedule of stock warrant activity

	Warrants			Weighted Average Exercise Price
Outstanding – December 31, 2018		5,548,141		$	5.40
Granted		426,312			5.90
Exercised		-			-
Forfeited/Cancelled		(5,188,201	)		5.34
Outstanding and Exercisable – September 30, 2019		786,252		$	5.11

Schedule of outstanding and exercisable

Warrants Outstanding								Warrants Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	5.11		786,252		2.87		5.11		786,252		2.87

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Commitments and Contingencies

Note 9 – Commitments and Contingencies

Lease Agreements

On May 5, 2018, the Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. Total amount due under this lease is $411,150.

On April 1, 2019, the Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 660, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019. Total amount due under this lease is $108,229

Total future minimum payments required under the lease as of September 30, 2019 are as follows:

Twelve Months Ending September 30,
2020	$	103,925
2021		107,955
2022		112,942
2023		82.453
Total	$	407,274

Rent expense for the nine months ended September 30, 2019 and 2018 was $116,209 and $140,056 respectively.

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Notes Payable

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Notes Payable

Note 5 – Notes Payable

Notes payable as of September 30, 2019 and December 31, 2018 is as follows:

	Outstanding Principal as of									Warrants granted
	September 30, 2019		December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
July 2018 Loan Agreement		-		50,000			6	%	August 2018		15,000		-
Seller's Choice Note		660,000		-			9.5	%	March 2020		-		-
		660,000		50,000
Less: Debt Discount		-		-
Less: Debt Issuance Costs		-		(74	)
	$	660,000	$	49,926

Seller's Choice Note

On September 11, 2019, the Company entered into the Seller's Choice Purchase Agreement with Home Revolution LLC (see Note 4). As a part of the consideration provided pursuant to the Seller's Choice Acquisition, the Company issued the Seller's Choice Note to the Seller in the principal amount of $660,000. The Seller's Choice Note bears interest at a rate of 9.5% per annum, and is payable on March 11, 2020 at which time all outstanding principal, accrued and unpaid interest and other amounts become due.

During the three and nine months ended September 30, 2019 the Company repaid $50,000 in principal and $1,893 in interest on the Seller's Choice Note.

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Acquisition of Seller’s Choice (Tables)

9 Months Ended

Sep. 30, 2019

Merger Agreement [Abstract]

Schedule of merger transaction

	Shares		Amount
Consideration paid prior to Closing:
Cash paid			$	40,000
Total consideration paid		-	$	40,000
Consideration paid at Closing:
Cash paid			$	328,004
Common stock issued at closing (1)		333,334	$	1,166,669
Note payable due March 11, 2020				660,000
Total consideration to be paid			$	2,154,673
Total consideration			$	2,194,673

(1) The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of  $3.50 per share on the date of the transaction.

Schedule of pro-forma combined results of operations

	Nine Months Ended
	September 30, 2018
Revenues, net	$	446,786
Net loss	$	(10,129,122	)
Net loss per share	$	(4.13	)
Weighted average number of shares outstanding		2,452,328

	Nine Months Ended
	September 30, 2019
Revenues, net	$	801,416
Net loss	$	(5,438,813	)
Net loss per share	$	(0.69	)
Weighted average number of shares outstanding		7,900,217

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Acquisition of Seller’s Choice (Details) - USD ($)			9 Months Ended
		Sep. 11, 2019	Sep. 30, 2019
Consideration paid prior to Closing:
Cash paid			$ 368,004
Seller's Choice, LLC. [Member]
Consideration paid prior to Closing:
Cash paid		$ 40,000
Total consideration paid		40,000
Consideration paid at Closing:
Cash paid		328,004
Common stock issued at closing	[1]	1,166,669
Note payable due March 11, 2020		660,000
Total consideration to be paid		2,154,673
Total consideration		$ 2,194,673
Common stock to be issued at closing, shares	[1]	333,334

[1] The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $3.50 per share on the date of the transaction.

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Notes Payable (Details Textual) - USD ($)		3 Months Ended	9 Months Ended
	Sep. 11, 2019	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Notes Payable (Textual)
Repaid principal			$ 50,000	$ 214,939
Repaid of interest			767
Note payable, Outstanding Principal		$ 660,000	660,000		$ 49,926
Seller's Choice, LLC. [Member]
Notes Payable (Textual)
Interest and principal both due date	Mar. 11, 2020
Notes Payable[Member]
Notes Payable (Textual)
Repaid principal		50,000	50,000
Repaid of interest		1,893	1,893
Note payable, Outstanding Principal		660,000	660,000		$ 50,000
Notes Payable[Member] | Seller's Choice, LLC. [Member]
Notes Payable (Textual)
Note payable, Outstanding Principal		$ 660,000	$ 660,000
Interest and principal both due date			Mar. 31, 2020
Interest Rate		9.50%	9.50%

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Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)	Series A Preferred Stock	Series B Preferred Stock	Series D Preferred Stock	Common Stock	Treasury stock	Additional Pain In Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2017	$ 31	$ 8		$ 1,976	$ (19,007)	$ 14,387,247	$ (21,775,107)	$ (7,367,307)
Beginning balance, shares at Dec. 31, 2017	31,581	8,063		1,976,034	(11,000)
Stock based compensation						255,376		255,375
Stock based compensation, shares
Issuance of common stock for prepaid services				$ 31		116,269		116,300
Issuance of common stock for prepaid services, shares				30,500
Common stock issued to settle vendor liabilities				$ 1		3,374		3,375
Common stock issued to settle vendor liabilities, shares				938
Common stock issued with note payable				$ 19		77,468		77,487
Common stock issued with note payable, shares				18,750
August 2018 equity raise	$ (31)	$ (8)		$ 3,939		15,621,670		15,625,569
August 2018 equity raise, shares	(31,581)	(8,063)		3,939,832
Stock warrants issued with note payable						1,566,824		1,566,824
Inducement expense							(2,016,634)	(2,016,634)
BCF issued with note payable						38,413		38,413
Dividends							(739,783)	(739,783)
Net loss							(10,052,160)	(10,052,160)
Ending balance at Sep. 30, 2018				$ 5,966	$ (19,007)	32,104,187	(34,583,684)	(2,492,539)
Ending balance, shares at Sep. 30, 2018				5,966,054	(11,000)
Beginning balance at Jun. 30, 2018	$ 31	$ 8		$ 2,026	$ (19,007)	16,381,979	(26,279,975)	(9,914,938)
Beginning balance, shares at Jun. 30, 2018	31,581	8,063		2,026,222	(11,000)
Stock based compensation							19,757	19,757
August 2018 equity raise	$ (31)	$ (8)		$ 3,940		15,621,670		15,625,570
August 2018 equity raise, shares	(31,581)	(8,063)		3,939,832
Stock warrants issued with note payable						80,781		80,781
Inducement expense							(2,016,634)	(2,016,634)
Dividends							(739,783)	(739,783)
Net loss							(5,547,292)	(5,547,292)
Ending balance at Sep. 30, 2018				$ 5,966	$ (19,007)	32,104,187	(34,583,684)	(2,492,539)
Ending balance, shares at Sep. 30, 2018				5,966,054	(11,000)
Beginning balance at Dec. 31, 2018				$ 6,475	$ (52,341)	34,100,327	(36,545,065)	(2,490,604)
Beginning balance, shares at Dec. 31, 2018				6,475,340	(27,667)
Shares issued for acquisition				$ 333		1,166,336		1,166,669
Shares issued for acquisition, shares				333,334
Stock based compensation				$ 126		433,958		434,084
Stock based compensation, shares				125,227
Cash received for common stock and warrants	$ 0	$ 0	$ 0	$ 130		649,699		649,829
Cash received for common stock and warrants, shares	0	0	0	129,966
Tender offering	$ 0	$ 0	$ 0	$ 2,100		(2,100)
Tender offering, shares	0	0	0	2,100,173
Stock issuance cost						(178,146)		(178,146)
Stock warrants issued with note payable						336,975		336,975
Purchase of treasury stock and warrants					$ (339,833)	(95,594)		(435,427)
Purchase of treasury stock and warrants, shares					(322,183)
Inducement expense							7,626	7,626
Net loss							(5,403,866)	(5,403,866)
Ending balance at Sep. 30, 2019				$ 9,164	$ (392,174)	36,411,455	(41,941,305)	(5,912,860)
Ending balance, shares at Sep. 30, 2019				9,164,040	(349,850)
Beginning balance at Jun. 30, 2019				$ 8,831	$ (362,174)	35,241,922	(40,007,294)	(5,118,715)
Beginning balance, shares at Jun. 30, 2019				8,830,479	(149,850)
Shares issued for acquisition				$ 333		1,166,336		1,166,669
Shares issued for acquisition, shares				333,334
Stock warrants issued with note payable						8,197		8,197
Purchase of treasury stock and warrants					$ (30,000)	(5,000)		(35,000)
Purchase of treasury stock and warrants, shares					(200,000)
Inducement expense
Net loss							(1,934,011)	(1,934,011)
Ending balance at Sep. 30, 2019				$ 9,164	$ (392,174)	$ 36,411,455	$ (41,941,305)	$ (5,912,860)
Ending balance, shares at Sep. 30, 2019				9,164,040	(349,850)

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 13, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	Jerrick Media Holdings, Inc.
Entity Central Index Key	0001357671
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		9,164,040
Entity File Number	000-51872
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	NV

XML

Going Concern

9 Months Ended

Sep. 30, 2019

Going Concern [Abstract]

Going Concern

Note 3 – Going Concern

The Company's condensed 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 condensed consolidated financial statements, the Company had an accumulated deficit at September 30, 2019, a net loss of $5.3 million and net cash used in operating activities of $4.7 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 condensed 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.   

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Related Party Loans (Details 1) - USD ($)		1 Months Ended				9 Months Ended	12 Months Ended
	Jun. 03, 2019	Mar. 11, 2019	Feb. 28, 2019	Feb. 14, 2019	Jan. 30, 2019	Sep. 30, 2019	Dec. 31, 2018	Apr. 12, 2019	Feb. 06, 2019
Related Party Transaction [Line Items]
Notes payable - related party, gross						$ 4,493,363	$ 1,231,695
Less: Debt Discount						(34,079)	(8,125)
Notes payable						4,459,284	1,223,073
Less: Current Debt						(4,459,284)	(1,223,073)
Notes payable - related party, net
The May 2016 Rosen Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross							1,000,000
Interest Rate						13.00%
Maturity Date						Nov. 26, 2017
Warrants, Quantity						50,000
Warrants, Exercise Price						$ 8.00
The June 2018 Frommer Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross						$ 10,000	10,000
Interest Rate						6.00%
Maturity Date						Aug. 17, 2018
Warrants, Quantity						1,500
Warrants, Exercise Price						$ 4.00
The July 2018 Rosen Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross							56,695
Interest Rate						6.00%
Maturity Date						Aug. 17, 2018
Warrants, Quantity						1,500
Warrants, Exercise Price						$ 4.00
The July 2018 Schiller Loan Agreements [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross						$ 20,863	40,000
Interest Rate						6.00%
Maturity Date						Aug. 17, 2018
Warrants, Quantity						7,500
Warrants, Exercise Price						$ 4.00
The December 2018 Gravitas Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross							50,000
Interest Rate						6.00%
Maturity Date						Jan. 22, 2019
Warrants, Quantity						2,500
Warrants, Exercise Price						$ 6.00
The December 2018 Rosen Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross						$ 75,000	75,000
Interest Rate						6.00%
Maturity Date						Jan. 26, 2019
Warrants, Quantity						3,750
Warrants, Exercise Price						$ 6.00
The January 2019 Rosen Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross						$ 175,000
Interest Rate					10.00%	10.00%
Maturity Date					Feb. 15, 2019	Feb. 15, 2019
Warrants, Quantity						15,000
Warrants, Exercise Price						$ 8.00
The February 2019 Gravitas Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross
Interest Rate						5.00%			5.00%
Maturity Date						Feb. 28, 2019
Warrants, Quantity						375
The February 2019 Rosen Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross						$ 50,000
Interest Rate				10.00%		10.00%
Maturity Date			Mar. 29, 2019	Feb. 28, 2019		Feb. 28, 2019
Warrants, Quantity						5,000
The March 2019 Gravitas Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross
Interest Rate		6.00%						6.00%
Maturity Date		Apr. 11, 2019
The May 2019 Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross
The June 2019 Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross
Interest Rate	12.50%
Maturity Date	Dec. 03, 2019
The June 2019 Loan Agreement
Related Party Transaction [Line Items]
Notes payable - related party, gross						$ 4,000,000
Interest Rate						12.50%
Maturity Date						Dec. 03, 2019
Warrants, Quantity
The July 2019 Gravitas Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross						$ 100,000
Interest Rate						5.00%
Maturity Date						Sep. 01, 2019
Warrants, Quantity						1,000
The September 2019 Schiller Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross						$ 50,000
Interest Rate						4.50%
Maturity Date						Oct. 09, 2019
Warrants, Quantity						1,000
The September 2019 Tal Loan Agreement
Related Party Transaction [Line Items]
Notes payable - related party, gross						$ 12,500
Interest Rate						5.00%
Maturity Date						Oct. 07, 2019
Warrants, Quantity						188

XML

Stockholders' Deficit (Details 2) - Warrants [Member]	9 Months Ended
	Sep. 30, 2019 $ / shares shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options/Warrant, Outstanding | shares	5,548,141
Warrants, Granted | shares	426,312
Warrant, Exercised | shares
Warrants, Forfeited/Cancelled | shares	(5,188,201)
Options/Warrant, Outstanding | shares	786,252
Weighted Average Exercise Price, Outstanding | $ / shares	$ 5.40
Weighted Average Exercise Price, Granted | $ / shares	5.90
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares	5.34
Weighted Average Exercise Price, Outstanding | $ / shares	$ 5.11

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Commitments and Contingencies (Details Textual)		1 Months Ended	9 Months Ended
	May 05, 2018 USD ($) ft²	Apr. 02, 2019 USD ($) ft²	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)
Commitments and Contingencies (Textual)
Lease term	5 years	4 years
Area of office space | ft²	2,300	796
Rent expense			$ 116,209	$ 140,056
Lease term, Description	The Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. Total amount due under this lease is $411,150.	The Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 660, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019. Total amount due under this lease is $108,229
Total amount due	$ 411,150	$ 108,229

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Significant and Critical Accounting Policies and Practices (Details 3) - shares	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	2,238,855	6,130,712
Convertible notes - related party [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	5,309	100
Convertible notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	564,794	81,025
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	882,500	882,500
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	786,252	5,167,087
Series A Preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total
Series B Preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total

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Organization and Operations (Details) - shares		9 Months Ended
	Feb. 05, 2016	Sep. 30, 2019	Sep. 11, 2016
Kent Campbell [Member]
Organization and Operations (Textual)
Cancelled of common stock	39,091
Seller’s Choice, LLC [Member]
Organization and Operations (Textual)
Acquired percentage			100.00%
Series A Preferred Stock [Member]
Organization and Operations (Textual)
Issuance of common shares for cash		0
Series B Preferred Stock [Member]
Organization and Operations (Textual)
Issuance of common shares for cash		0
Parent Company [Member] | Series A Preferred Stock [Member]
Organization and Operations (Textual)
Issuance of common shares for cash	33,415
Parent Company [Member] | Series B Preferred Stock [Member]
Organization and Operations (Textual)
Issuance of common shares for cash	8,064
Great Plains Holdings Inc [Member]
Organization and Operations (Textual)
Issuance of common shares for cash	1,425,000

XML

Convertible Note Payable (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of convertible notes payable

	Outstanding Principal as of													Warrants granted
	September 30, 2019			December 31, 2018			Interest Rate			Conversion Price			Maturity Date	Quantity		Exercise Price
The February 2018 Convertible Note Offering		75,000			75,000			15	%		0.20	(*)	January – February 2020		253,919		4.00
The March 2018 Convertible Note Offering		75,000			75,000			14	%		0.20	(*)	March – April 2020		240,342		4.00
The February 2019 Convertible Note Offering		1,993,025			-			10	%		0.25	(*)	February – March 2020		133,190		6.00
		2,143,025			150,000
Less: Debt Discount		(120,254	)		(17,280	)
Less: Debt Issuance Costs		(2,788	)		(9,239	)
		2,019,983			123,481
Less: Current Debt		(2,019,983	)		-
Total Long-Term Debt	$	-		$	123,481

(*) As subject to adjustment as further outlined in the notes

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Significant and Critical Accounting Policies and Practices (Details Textual)	9 Months Ended
	Sep. 30, 2019 USD ($)
Significant and Critical Accounting Policies and Practices (Textual)
Deferred revenue	$ 66,088
Liquid investments purchase maturity, description	Liquid investments with a maturity of three months or less.
Payment related percentage, description	The client pays 50% at signing and 50% upon completion
Managed services, description	Contract amounts for Managed Services and a la carte clients range from approximately $500-$7,500 per month.
Subscription [Member]
Significant and Critical Accounting Policies and Practices (Textual)
Payment related percentage, description	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. Vocal+ subscribers receive access to value-added features such as increased rate of CPM cost per mille (thousand) ("CPM") monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received in advance are deferred until they are earned.
Maximum [Member]
Significant and Critical Accounting Policies and Practices (Textual)
Fixed fees ranging	$ 45,000
Affiliate sales percentage	20.00%
Minimum [Member]
Significant and Critical Accounting Policies and Practices (Textual)
Fixed fees ranging	$ 5,000
Affiliate sales percentage	2.00%

XML

Acquisition of Seller’s Choice (Details Textual) - USD ($)			9 Months Ended
		Sep. 11, 2019	Sep. 30, 2019
Cash			$ 368,004
Seller's Choice, LLC. [Member]
Common Stock	[1]	333,334
Cash		$ 40,000
Amounts previously paid to shareholders		40,000
Promissory Note in original face amount		$ 660,000
Promissory Note bearing interest rate		9.50%
Promissory note maturity date		Mar. 11, 2020
Merger transaction share price		$ 3.50
Payable obligations value		$ 28,004

[1] The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $3.50 per share on the date of the transaction.

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Convertible Note Payable (Details Textual) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Jun. 30, 2018
Convertible Note Payable (Textual)
Convertible notes payable outstanding balance	$ 2,143,025		$ 150,000
Debt discount	120,254		17,280
Proceeds from issuance of convertible notes		$ 791,833
February 2018 Convertible Note Offering [Member]
Convertible Note Payable (Textual)
Convertible note	16,289
Converted principal amount			940,675
Debt discount	$ 316,875
Issuance of warrants	72,669
Warrants issued to purchase shares	3,625,000
Interest amount of convertible notes	$ 40,675
Conversion feature of debt instrument	37,350
Placement fees	$ 94,250
Convertible redeemable debentures, percentage	10.00%
Fair value derivative liability				$ 181,139
Secured debt				250,000
Convertible secured promissory note, description	A maximum of $750,000 of units of the Company's securities (each, a "February 2018 Unit" and collectively, the "February 2018 Units"), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Convertible Note" and together the "February 2018 Convertible Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("February 2018 Conversion Shares") at a conversion price of $4.00 per share (the "February 2018 Note Conversion Price"), and (b) a five-year warrant (each a "February 2018 Offering Warrant and together the "February 2018 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into ("February 2018 Warrant Shares") at an exercise price of $4.00 per share ("February 2018 Warrant Exercise Price"). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company's assets up to $1,000,000.
Aggregate principal amount				$ 725,000
Conversion shares	362,500
Conversion shares fair value	$ 74,881
Unpaid interest			86,544
Warrant grant date fair value
March 2018 Convertible Note Offering [Member]
Convertible Note Payable (Textual)
Converted principal amount			886,367
Debt discount	$ 254,788
Issuance of warrants	956,833
Warrants issued to purchase shares	240,342
Interest amount of convertible notes	$ 767
Fair value derivative liability	84,087
Secured debt	$ 50,000
Convertible secured promissory note, description	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 $4.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates.
Aggregate principal amount	$ 770,000
Unpaid interest	140,600		$ 51,293
The February 2019 Convertible Note Offering [Member]
Convertible Note Payable (Textual)
Debt discount	$ 222,632
Warrants issued to purchase shares	133,190
Convertible secured promissory note, description	(i) a fixed conversion price equal to $5.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price"). During the nine months ended September 30, 2019 a total of 133,190 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.
Aggregate principal amount	$ 1,993,025

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Significant and Critical Accounting Policies and Practices (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation - Interim Financial Information

Basis of Presentation - Interim Financial Information

The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the "SEC") with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company's critical accounting estimates and assumptions affecting the financial statements were:

(i)	Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
(ii)	Fair value of long-lived assets: Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall strategy with respect to the manner or use of the acquired assets or changes in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
(iii)	Valuation allowance for deferred tax assets: Management assumes that the realization of the Company's net deferred tax assets resulting from its net operating loss ("NOL") carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.
(iv)	Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company's common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk-free rate(s) to value share options and similar instruments.

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Principles of consolidation

Principles of consolidation 

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

As of September 30, 2019, the Company's consolidated subsidiaries and/or entities are as follows:

Name of combined affiliate	State or other jurisdiction of incorporation or organization	Company Ownership Interest
Jerrick Ventures LLC	Delaware		100%
Jerrick Australia Pty Ltd	Australia		100%
Seller's Choice, LLC	New Jersey		100%
Jerrick Global, LLC	Delaware		100%
Jerrick Investment Advisors LLC	Delaware		100%
Jerrick Partners LLC	Delaware		100%
Maven Tech LLC	Delaware		100%
OG Collection LLC	Delaware		100%
VMENA LLC	Delaware		100%
Vocal For Brands, LLC	Delaware		100%
Vocal Ventures LLC	Delaware		100%
What to Buy, LLC	Delaware		100%

All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. 

The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities and accrued liquidating damages approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Cash Equivalents

Cash Equivalents

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

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

Property and Equipment

Property and Equipment

Property 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:

	Estimated Useful Life (Years)
Computer equipment and software	3
Furniture and fixture	2

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 condensed consolidated statements of operations.

Commitments and Contingencies

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's condensed 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. 

Derivative Liability

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 condensed 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 sheet date.

The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification ("Section 815-40-15") to determine whether an instrument (or an embedded feature) is indexed to the Company's own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the year ended December 31, 2017 on a retrospective basis.

The Company utilizes an option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations.

Revenue Recognition

Revenue Recognition

On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The impact of adopting the new revenue standard was not material to our condensed consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

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

● identification of the performance obligations in the contract;

● determination of the transaction price;

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

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

Revenue disaggregated by revenue source for the nine months ended September 30, 2019 and 2018 consists of the following:

	Nine Months Ended September 30,
	2019		2018
Branded content	$	57,885	$	49,999
Managed Services	$	60,937
Affiliate sales		6,816		8,920
Other revenue		7,263		6,472
	$	132,901	$	65,391

Branded Content

Branded content represents the revenue recognized from the Company's obligation to create and publish branded articles for clients on the Vocal platform and promote said stories, tracking engagement for the client. The performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. The revenue is recognized over time as the services are performed.

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

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

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

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

● The client pays 50% at signing and 50% upon completion

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

Affiliate Sales

Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a "click through" basis, upon referring visitors, via said links, to an affiliate's site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made.

Subscription

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. Vocal+ subscribers receive access to value-added features such as increased rate of CPM cost per mille (thousand) ("CPM") monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, and early access to new Vocal features. 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.

Managed Services

The Company provides a Managed Services offering 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 Managed 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. In addition to partnering with Managed Services clients, the Company offers a range a la carte services. Contract amounts for Managed Services and a la carte clients range from approximately $500-$7,500 per month.

Deferred Revenue

Deferred Revenue

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of September 30, 2019, the Company had deferred revenue of $66,088.

Accounts Receivable and Allowances

Accounts Receivable and Allowances

Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. The Company did not record an allowance during the nine months ended September 30, 2019 and 2018.

Stock-Based Compensation

Stock-Based Compensation

The Company recognizes compensation expense for all equity–based payments granted to employees in accordance with ASC 718 "Compensation – Stock Compensation". Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award. 

Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. 

The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management's best estimate.  

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company's actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period.

Loss Per Share

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. 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 nine months ended September 30, 2019 and 2018 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

The Company had the following common stock equivalents at September 30, 2019 and 2018:

	September 30,
	2019		2018
Series A Preferred stock		-		-
Series B Preferred stock		-		-
Options		882,500		882,500
Warrants		786,252		5,167,087
Convertible notes - related party		5,309		100
Convertible notes		564,794		81,025
Totals		2,238,855		6,130,712

Reclassifications

Reclassifications

Certain prior year amounts in the condensed consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders' deficit, net loss or net cash used in operating activities.

Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, "Revenue from Contracts with Customers." ASU 2016-02 became effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842) - Targeted Improvements," which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, "Leases (Topic 842) - Narrow-Scope Improvements for Lessors," which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. As of January 1, 2019, the Company adopted ASU 2016-02 and has recorded a right-of-use asset and lease liability on the balance sheet for its operating leases. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also do not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet.

Recent Accounting Guidance Not Yet Adopted

Recent Accounting Guidance Not Yet Adopted

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory", which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

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Related Party Loans

9 Months Ended

Sep. 30, 2019

Related Party Transactions [Abstract]

Related Party Loans

Note 7 – Related Party Loans

Convertible notes

Convertible notes payable – related party as of September 30, 2019 and December 31, 2018 is as follows:

	Outstanding Principal as of									Warrants granted
	September 30, 2019		December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
The March 2018 Convertible Note Offering		400		400			14	%	March 2020		59,850		4.00
The February 2019 Convertible Note Offering		20,000		-			10	%	February – March 2020		1,320		6.00
		20,400		400
Less: Debt Discount		(23)		(72	)
Less: Debt Issuance Costs		-		-
		20,377		328
Less: Current Debt		(20,377)		-
Total Long-Term Debt	$	-	$	328

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 "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 $4.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates.

The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

The Company recorded a $84,854 debt discount relating to 59,850 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

During the year ended December 31, 2018, the Company converted $239,000 of principal and $15,401 of unpaid interest into the August 2018 Equity Raise (as defined below).

The February 2019 Convertible Note Offering

During the Nine months ended September 30, 2019, the Company conducted an offering to accredited investors (the "February 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2019 Investors") for aggregate gross proceeds of $20,000.

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 $5.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price"). During the nine months ended September 30, 2019 a total of 1,320 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 Company recorded a $2,465 debt discount relating to 1,320 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.

Notes payable

Notes payable – related party as of September 30, 2019 and December 31, 2018 is as follows:

	Outstanding Principal as of									Warrants granted
	September 30, 2019		December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
The May 2016 Rosen Loan Agreement	$	-	$	1,000,000			13	%	November 26, 2017		50,000	$	8.00
The June 2018 Frommer Loan Agreement		10,000		10,000			6	%	August 17, 2018		1,500		4.00
The July 2018 Rosen Loan Agreement		-		56,695			6	%	August 17, 2018		1,500		4.00
The July 2018 Schiller Loan Agreements		20,863		40,000			6	%	August 17, 2018		7,500		4.00
The December 2018 Gravitas Loan Agreement		-		50,000			6	%	January 22, 2019		2,500		6.00
The December 2018 Rosen Loan Agreement		75,000		75,000			6	%	January 26, 2019		3,750		6.00
The January 2019 Rosen Loan Agreement		175,000		-			10	%	February 15, 2019		15,000		6.00
The February 2019 Gravitas Loan Agreement		-		-			5	%	February 28, 2019		375		6.00
The February 2019 Rosen Loan Agreement		50,000		-			10	%	February 28, 2019		5,000		6.00
The June 2019 Loan Agreement		4,000,000		-			12.5	%	December 3, 2019		-		-
The July 2019 Gravitas Loan Agreement		100,000		-			5	%	September 1, 2019		1,000		6.00
The September 2019 Schiller Loan Agreement		50,000		-			4.5	%	October 9, 2019		1,000		6.00
The September 2019 Tal Loan Agreement		12,500		-			5	%	October 7, 2019		188		6.00
		4,493,363		1,231,695
Less: Debt Discount		(34,079)		(8,125	)
		4,459,284		1,223,073
Less: Current Debt		(4,459,284)		(1,223,073	)
	$	-	$	-

The May 2016 Rosen Loan Agreement

On May 26, 2016, the Company entered into a loan agreement (the "May 2016 Rosen Loan Agreement") with Arthur Rosen, an individual ("Rosen"), pursuant to which on May 26, 2016 (the "Closing Date"), Rosen provided the Company a secured term loan in the principal amount of $1,000,000 (the "May 2016 Rosen Loan"). In connection with the May 2016 Rosen Loan Agreement, on May 26, 2016, the Company and Rosen entered into a security agreement (the "Rosen Security Agreement"), pursuant to which the Company granted to Rosen a senior security interest in substantially all of the Company's assets as security for repayment of the May 2016 Rosen Loan. Pursuant to the May 2016 Rosen Loan Agreement, the May 2016 Rosen Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of May 26, 2017 (the "May 2016 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due. The Company entered into an amendment to the May 2016 Rosen Loan extending the May 2016 Rosen Maturity Date to November 26, 2017. As additional consideration for entering in the May 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 50,000 shares of the Company's common stock at a purchase price of $2.00 per share (the "May 2016 Rosen Warrant"). The May 2016 Rosen Warrant contains anti-dilution provisions as further described therein. On September 7, 2017 (the "Conversion Date"), Rosen converted all accrued but unpaid interest on the May 2016 Rosen Loan from May 26, 2016 through September 6, 2017 in the amount of $124,306 (the "May 2016 Rosen Loan Interest") into the Company's August Convertible Note Offering, after which May 2016 Rosen Loan Interest was deemed paid in full through the Conversion Date. On March 29, 2019, the Company entered into an agreement with Mr. Rosen to further extend the maturity date of this loan to May 15, 2019. On June 3, 2019, this loan was converted into The June 2019 Loan Agreement (as defined below).

The June 2018 Frommer Loan Agreement

On June 29, 2018, the Company entered into a loan agreement (the "June 2018 Frommer Loan Agreement") with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $10,000 (the "June 2018 Frommer Note"). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase 1,500 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the June 2018 Frommer Loan Agreement, the June 2018 Frommer Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018 (the "June 2018 Frommer Maturity Date"). On November 8, 2018 the Company executed upon an agreement that extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 2,043 warrants to purchase common stock of the Company at an exercise price of $6.00. These warrants had a fair value of $4,645 which was recorded to loss on extinguishment of debt. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 2,077 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019. On June 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019.

The First July 2018 Schiller Loan Agreement

On July 3, 2018, the Company entered into a loan agreement (the "First July 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $35,000 (the "First July 2018 Schiller Note"). As additional consideration for entering in the First July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 3,750 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018.  Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 7,149 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 3,204 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.

During the nine months ended September 30, 2019 $15,000 in principal and $863 of unpaid interest was converted into the February 2019 Convertible Note Offering and the loan is no longer outstanding.  

The Second July 2018 Schiller Loan Agreement

On July 17, 2018, the Company entered into a loan agreement (the "Second July 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $25,000 (the "Second July 2018 Schiller Note"). As additional consideration for entering in the Second July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 3,750 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the Second July 2018 Schiller Loan Agreement, the Second July 2018 Schiller Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 5,095 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 5,180 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019.

During the nine months ended September 30, 2019 $4,137 in principal was converted into the February 2019 Convertible Note Offering. 

The First July 2018 Rosen Loan Agreements

On July 12, 2018, the Company entered into a loan agreement (the "First July 2018 Rosen Loan Agreement") with Rosen, an officer of the Company, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $10,000 (the "First July 2018 Rosen Note"). Pursuant to the First July 2018 Rosen Loan Agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 1,377 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 10,370 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.

During the nine months ended September 30, 2019 the company repaid $10,000 of principal and $1,123 of unpaid interest and the loan is no longer outstanding. 

The Second July 2018 Rosen Loan Agreements

On July 18, 2018, the Company entered into a loan agreement (the "Second July 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $50,000 (the "Second July 2018 Rosen Note") resulting from the conversion of a demand note (as described below). As additional consideration for entering into the Second July 2018 Rosen Loan Agreement, the Company issued Rosen a four-year warrant to purchase 7,500 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the Second July 2018 Rosen Loan Agreement, the Second July 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 10,198 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 2,072 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.

During the nine months ended September 30, 2019 the company repaid $50,000 of principal and $2,900 of unpaid interest and the loan is no longer outstanding.

The December 2018 Rosen Loan Agreement

On December 27, 2018, the Company entered into a loan agreement (the "December 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $75,000 (the "December 2018 Rosen Note"). As additional consideration for entering in the December 2018 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 3,750 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the December 2018 Rosen Loan Agreement, the December 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of January 26, 2019 (the "December 2018 Rosen Maturity Date"). On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the December 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 35,194 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

The December 2018 Gravitas Capital Loan Agreement

On December 27, 2018, the Company entered into a loan agreement (the "December 2018 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $50,000 (the "December 2018 Gravitas Capital Note"). As additional consideration for entering in the December 2018 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 2,500 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the December 2018 Gravitas Capital Loan Agreement, the December 2018 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of January 27, 2019  (the "December 2018 Gravitas Capital Maturity Date").

During the nine months ended September 30, 2019 the Company repaid $50,000 in principal and $250 in interest and the loan is no longer outstanding.

The January 2019 Rosen Loan Agreement

On January 30, 2019, the Company entered into a loan agreement (the "January 2019 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $175,000 (the "January 2019 Rosen Note"). As additional consideration for entering in the January 2019 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 15,000 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the January 2019 Rosen Loan Agreement, the January 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 15, 2019 (the "January 2019 Rosen Maturity Date"). On February 19, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 35,194 shares of common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

The February 2019 Gravitas Capital Loan Agreement

On February 6, 2019, the Company entered into a loan agreement (the "February 2019 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $75,000 (the "February 2019 Gravitas Capital Note"). As additional consideration for entering in the February 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 375 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the February 2019 Gravitas Capital Loan Agreement, the February 2019 Gravitas Capital Note bears interest at a rate of 5% per annum and payable on the maturity date of February 28, 2019  (the "February 2019 Gravitas Capital Maturity Date").

During the nine months ended September 30, 2019 the Company repaid $75,000 in principal and $3,500 in interest and the loan is no longer outstanding. 

The February 2019 Rosen Loan Agreement

On February 14, 2019, the Company entered into a loan agreement (the "February 2019 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $50,000 (the "February 2019 Rosen Note"). As additional consideration for entering in the February 2019 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 5,000 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the February 2019 Rosen Loan Agreement, the February 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 28, 2019 (the "February 2019 Rosen Maturity Date"). On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

The March 2019 Gravitas Capital Loan Agreement

On March 11, 2019, the Company entered into a loan agreement (the "March 2019 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $80,000 (the "March 2019 Gravitas Capital Note"). As additional consideration for entering in the March 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 375 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the March 2019 Gravitas Capital Loan Agreement, the March 2019 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of April 11, 2019 (the "March 2019 Gravitas Capital Maturity Date"). On April 12, 2019 the Company executed upon an agreement that further extended the maturity date of the March 2019 Gravitas Capital Loan Agreement to May 15, 2019. As part of the extension agreement, the Company issued Gravitas Capital an additional 500 warrants to purchase common stock of the Company at an exercise price of $6.00.

During the nine months ended September 30, 2019 the company repaid $80,000 of principal and $10,000 of unpaid interest and the loan is no longer outstanding.

The May 2019 Loan Agreement

On May 31, 2019, the Company entered into a loan agreement (the "May 2019 Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $10,000 (the "May 2019 Note"). Pursuant to the May 2019 Loan Agreement, the May 2019 Note bears interest at a rate of $500 per month. As additional consideration for entering in the May 2019 Loan Agreement, the Company issued a four-year warrant to purchase 150 shares of the Company's common stock at a purchase price of $4.00 per share.

During the nine months ended September 30, 2019 the Company repaid $10,000 in principal and $500 in interest and the loan is no longer outstanding. 

The June 2019 Loan Agreement

On June 3, 2019, the Company entered into a loan agreement (the "June 2019 Loan Agreement"), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the "June 2019 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

The July 2019 Gravitas Capital Loan Agreement

On July 16, 2019, the Company entered into a loan agreement (the "July 2019 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $100,000 (the "July 2019 Gravitas Capital Note"). As additional consideration for entering in the July 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a five-year warrant to purchase 1,000 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the July 2019 Gravitas Capital Loan Agreement, the July 2019 Gravitas Capital Note bears interest at a rate of 5% per annum and payable on the maturity date of September 1, 2019 (the "July 2019 Gravitas Capital Maturity Date"). On September 19, 2018 the Company executed upon an agreement that extended the maturity date of this loan to November 1, 2019. As part of the extension agreement, the Company issued Gravitas Capital warrants to purchase 1,000 shares of common stock of the Company at an exercise price of $6.00 per share.

During the nine months ended September 30, 2019 the Company repaid $5,000 in interest and extended the maturity date of the loan. 

The July 2019 Tal Loan Agreement

On July 26, 2019, the Company entered into a loan agreement (the "July 2019 Tal Loan Agreement") with Robert Tal, whereby the Company issued Tal a promissory note in the principal amount of $12,000 (the "July 2019 Tal Note"). Pursuant to the July 2019 Tal Loan Agreement, the July 2019 Tal Note bears interest at a rate of $600 per month. As additional consideration for entering in the July 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 180 shares of the Company's common stock at a purchase price of $6.00 per share.

During the nine months ended September 30, 2019 the Company repaid $12,000 in principal and $600 in interest and the loan is no longer outstanding. 

The August 2019 Schiller Loan Agreement

On August 6, 2019, the Company entered into a loan agreement (the "August 2019 Schiller Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $15,000 (the "August 2019 Schiller Note"). Pursuant to the August 2019 Schiller Loan Agreement, the August 2019 Schiller Note bears interest at a rate of $750 per month. As additional consideration for entering in the August 2019 Schiller Loan Agreement, the Company issued a five-year warrant to purchase 225 shares of the Company's common stock at a purchase price of $6.00 per share.

During the nine months ended September 30, 2019 the Company repaid $15,000 in principal and $750 in interest and the loan is no longer outstanding. 

The August 2019 Tal Loan Agreement

On August 6, 2019, the Company entered into a loan agreement (the "August 2019 Tal Loan Agreement"), whereby the Company issued Tal a promissory note in the principal amount of $12,000 (the "August 2019 Tal Note"). Pursuant to the August 2019 Tal Loan Agreement, the August 2019 Tal Note bears interest at a rate of $600 per month. As additional consideration for entering in the August 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 180 shares of the Company's common stock at a purchase price of $6.00 per share.

During the nine months ended September 30, 2019 the Company repaid $12,000 in principal and $600 in interest and the loan is no longer outstanding. 

The First September 2019 Tal Loan Agreement

On September 4, 2019, the Company entered into a loan agreement (the "First September 2019 Tal Loan Agreement"), whereby the Company issued Tal a promissory note in the principal amount of $15,000 (the "First September 2019 Tal Note"). Pursuant to the First September 2019 Tal Loan Agreement, the First September 2019 Tal Note bears interest at a rate of $750 per month. As additional consideration for entering in the First September 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 225 shares of the Company's common stock at a purchase price of $6.00 per share.

During the nine months ended September 30, 2019 the Company repaid $15,000 in principal and $750 in interest and the loan is no longer outstanding. 

The Second September 2019 Tal Loan Agreement

On September 26, 2019, the Company entered into a loan agreement (the "Second September 2019 Tal Loan Agreement"), whereby the Company issued Tal a promissory note in the principal amount of $12,500 (the "Second September 2019 Tal Note"). Pursuant to the Second September 2019 Tal Loan Agreement, the Second September 2019 Tal Note bears interest at a rate of $625 per month. As additional consideration for entering in the First September 2019 Tal Loan Agreement, the Company issued Tal a five-year warrant to purchase 188 shares of the Company's common stock at a purchase price of $6.00 per share.

The September 2019 Schiller Loan Agreement

On September 26, 2019, the Company entered into a loan agreement (the "September 2019 Schiller Loan Agreement"), whereby the Company issued Schiller a promissory note in the principal amount of $50,000 (the "September 2019 Schiller Note"). Pursuant to the September 2019 Schiller Loan Agreement, the September 2019 Schiller Note bears interest at a rate of $2,250 per month. As additional consideration for entering in the First September 2019 Schiller Loan Agreement, the Company issued Schiller a five-year warrant to purchase 1,000 shares of the Company's common stock at a purchase price of $6.00 per share.

Demand loan

On March 29, 2019, Mark Standish made non-interest bearing loans of $300,000 to the Company in the form of cash. The loan is due on demand and is unsecured. In April 2019 the company papered this note as part of the February 2019 Convertible Note Offering.

On June 13, 2019, Standish made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured.

Officer compensation

During the nine months ended September 30, 2019 the Company paid $38,105 for living expenses for officers of the Company.

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Related Party Loans (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross	$ 20,400	$ 400
Less: Debt Discount	(23)	(72)
Less: Debt Issuance Costs
Convertible notes unamortized discount premium and debt issuance cost	20,377	328
Less: Current Debt	(20,377)
Total Long-Term Debt		328
The March 2018 Convertible Note Offering [Member]
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross	$ 400	$ 400
Interest Rate	14.00%	14.00%
Maturity Date, description	March 2020	March 2020
Warrants, Quantity	240,342	59,850
Warrants, Exercise Price		4.00
The February 2019 Convertible Note Offering [Member]
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross	$ 20,000
Interest Rate	10.00%	10.00%
Maturity Date, description	February – March 2020	February – March 2020
Warrants, Quantity	26,400	1,320
Warrants, Exercise Price	0.30	6.00

XML

Going Concern (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Going Concern (Textual)
Net loss	$ (1,934,011)	$ (5,547,292)	$ (5,403,866)	$ (10,052,160)
Net cash used in operating activities			(4,707,807)	$ (3,447,763)
Accumulated deficit	$ (41,941,305)		$ (41,941,305)		$ (36,545,065)

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Notes Payable (Details) - USD ($)		9 Months Ended
	Sep. 11, 2019	Sep. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Note payable, Outstanding Principal		$ 660,000	$ 49,926
Seller's Choice Note
Debt Instrument [Line Items]
Interest and principal both due date	Mar. 11, 2020
Notes Payable [Member]
Debt Instrument [Line Items]
Note payable, Outstanding Principal		660,000	50,000
Less: Debt Discount
Less: Debt Issuance Costs			(74)
Notes Payable		660,000	49,926
Notes Payable [Member] | Seller's Choice Note
Debt Instrument [Line Items]
Note payable, Outstanding Principal		$ 660,000
Interest Rate		9.50%
Interest and principal both due date		Mar. 31, 2020
Warrants, Quantity
Warrants, Exercise Price
Notes Payable [Member] | July 2018 Loan Agreement [Member]
Debt Instrument [Line Items]
Note payable, Outstanding Principal			50,000
Interest Rate		6.00%
Interest and principal both due date		Aug. 31, 2018
Warrants, Quantity		15,000
Warrants, Exercise Price
Less: Debt Discount
Less: Debt Issuance Costs			(74)
Notes Payable [Member] | September 2019 Loan Agreement [Member]
Debt Instrument [Line Items]
Note payable, Outstanding Principal

XML

Subsequent Events

9 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

Note 10 – Subsequent Events

June 2019 Loan Agreement Amendments

On October 10, 2019 the Company and investors entered into a fourth amendment agreement to the June 2019 Loan Agreement, whereby the parties thereto agreed to (i) increase the principal amount of the June 2019 Loan to $4,825,000; and (ii) amend the interest, conversion terms, and other covenants of the note.

October 2019 Loan Agreement

In October 2019, the Company entered into a loan agreement for funds of $10,000. This loan was subsequently repaid.

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Convertible Note Payable

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Convertible Note Payable

Note 6 – Convertible Note Payable

Convertible notes payable as of September 30, 2019 and December 31, 2018 is as follows: 

	Outstanding Principal as of													Warrants granted
	September 30, 2019			December 31, 2018			Interest Rate			Conversion Price			Maturity Date	Quantity		Exercise Price
The February 2018 Convertible Note Offering		75,000			75,000			15	%		0.20	(*)	January – February 2020		253,919		4.00
The March 2018 Convertible Note Offering		75,000			75,000			14	%		0.20	(*)	March – April 2020		240,342		4.00
The February 2019 Convertible Note Offering		1,993,025			-			10	%		0.25	(*)	February – March 2020		133,190		6.00
		2,143,025			150,000
Less: Debt Discount		(120,254	)		(17,280	)
Less: Debt Issuance Costs		(2,788	)		(9,239	)
		2,019,983			123,481
Less: Current Debt		(2,019,983	)		-
Total Long-Term Debt	$	-		$	123,481

(*) 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 72,669 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 $4.00 per share (the "February 2018 Note Conversion Price"), and (b) a five-year warrant (each a "February 2018 Offering Warrant and together the "February 2018 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into ("February 2018 Warrant Shares") at an exercise price of $4.00 per share ("February 2018 Warrant Exercise Price"). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. 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 3,625,000 February 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

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" basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $94,250 and issued to the Placement Agent shares of the Company's common stock equal to ten percent (10%) of the Conversion Shares underlying the February 2018 Convertible Notes or 362,500 shares that had a fair value of $74,881, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost.

During the year ended December 31, 2018, the Company converted $940,675 of principal and $86,544 of unpaid interest into the August 2018 Equity Raise (as defined in Note 7 below).

During the nine months ended September 30, 2019 the company repaid $16,289 in interest.

The March 2018 Convertible Note Offering

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "March 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "March 2018 Investors") for aggregate gross proceeds of $770,000. In addition, $50,000 of the Company's short-term debt, $767 accrued but unpaid interest and $140,600 of the Company's vendor liabilities was exchanged for convertible debt within the March 2018 Convertible Note Offering. These conversions resulted in the issuance of 47,842 warrants with a fair value of $84,087. 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 $4.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates.

The Conversion Price of the March 2018 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

The Company recorded a $254,788 debt discount relating to 240,342 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

During the Year ended December 31, 2018, the Company converted $886,367 of principal and $51,293 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below).

The February 2019 Convertible Note Offering

During the nine months ended September 30, 2019, the Company conducted an offering to accredited investors (the "February 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2019 Investors") for aggregate gross proceeds of $1,993,025.

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 $5.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price"). During the nine months ended September 30, 2019 a total of 133,190 Warrants were issued in conjunction with The February 2019 Convertible Note 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 Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

The Company recorded a $222,632 debt discount relating to 133,190 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

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Significant and Critical Accounting Policies and Practices

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Significant and Critical Accounting Policies and Practices

Note 2 – Significant and Critical Accounting Policies and Practices

Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company's financial condition and results and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company's significant and critical accounting policies and practices are disclosed below as required by the accounting principles generally accepted in the United States of America.

Basis of Presentation - Interim Financial Information

The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the "SEC") with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company's critical accounting estimates and assumptions affecting the financial statements were:

(i)	Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
(ii)	Fair value of long-lived assets: Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall strategy with respect to the manner or use of the acquired assets or changes in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
(iii)	Valuation allowance for deferred tax assets: Management assumes that the realization of the Company's net deferred tax assets resulting from its net operating loss ("NOL") carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.
(iv)	Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company's common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk-free rate(s) to value share options and similar instruments.

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

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 September 30, 2019, the Company's consolidated subsidiaries and/or entities are as follows:

Name of combined affiliate	State or other jurisdiction of incorporation or organization	Company Ownership Interest
Jerrick Ventures LLC	Delaware		100%
Jerrick Australia Pty Ltd	Australia		100%
Seller's Choice, LLC	New Jersey		100%
Jerrick Global, LLC	Delaware		100%
Jerrick Investment Advisors LLC	Delaware		100%
Jerrick Partners LLC	Delaware		100%
Maven Tech LLC	Delaware		100%
OG Collection LLC	Delaware		100%
VMENA LLC	Delaware		100%
Vocal For Brands, LLC	Delaware		100%
Vocal Ventures LLC	Delaware		100%
What to Buy, LLC	Delaware		100%

All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. 

The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities and accrued liquidating damages approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Cash Equivalents

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

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

Property and Equipment

Property and equipment are recorded at 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:

	Estimated Useful Life (Years)
Computer equipment and software	3
Furniture and fixture	2

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 condensed consolidated statements of operations.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's condensed 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. 

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 condensed 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 sheet date.

The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification ("Section 815-40-15") to determine whether an instrument (or an embedded feature) is indexed to the Company's own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the year ended December 31, 2017 on a retrospective basis.

The Company utilizes an option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations.

Revenue Recognition

On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The impact of adopting the new revenue standard was not material to our condensed consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

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

● identification of the performance obligations in the contract;

● determination of the transaction price;

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

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

Revenue disaggregated by revenue source for the nine months ended September 30, 2019 and 2018 consists of the following:

	Nine Months Ended September 30,
	2019		2018
Branded content	$	57,885	$	49,999
Managed Services	$	60,937
Affiliate sales		6,816		8,920
Other revenue		7,263		6,472
	$	132,901	$	65,391

Branded Content

Branded content represents the revenue recognized from the Company's obligation to create and publish branded articles for clients on the Vocal platform and promote said stories, tracking engagement for the client. The performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. The revenue is recognized over time as the services are performed.

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

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

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

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

● The client pays 50% at signing and 50% upon completion

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

Affiliate Sales

Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a "click through" basis, upon referring visitors, via said links, to an affiliate's site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made.

Subscription

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. Vocal+ subscribers receive access to value-added features such as increased rate of CPM cost per mille (thousand) ("CPM") monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, and early access to new Vocal features. 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.

Managed Services

The Company provides a Managed Services offering 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 Managed 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. In addition to partnering with Managed Services clients, the Company offers a range a la carte services. Contract amounts for Managed Services and a la carte clients range from approximately $500-$7,500 per month.

Deferred Revenue

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of September 30, 2019, the Company had deferred revenue of $66,088.

Accounts Receivable and Allowances

Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. The Company did not record an allowance during the nine months ended September 30, 2019 and 2018.

Stock-Based Compensation

The Company recognizes compensation expense for all equity–based payments granted to employees in accordance with ASC 718 "Compensation – Stock Compensation". Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award. 

Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. 

The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management's best estimate.  

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company's actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period.

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. 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 nine months ended September 30, 2019 and 2018 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

The Company had the following common stock equivalents at September 30, 2019 and 2018:

	September 30,
	2019		2018
Series A Preferred stock		-		-
Series B Preferred stock		-		-
Options		882,500		882,500
Warrants		786,252		5,167,087
Convertible notes - related party		5,309		100
Convertible notes		564,794		81,025
Totals		2,238,855		6,130,712

Reclassifications

Certain prior year amounts in the condensed consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders' deficit, net loss or net cash used in operating activities.

Recently Adopted Accounting Guidance

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, "Revenue from Contracts with Customers." ASU 2016-02 became effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842) - Targeted Improvements," which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, "Leases (Topic 842) - Narrow-Scope Improvements for Lessors," which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. As of January 1, 2019, the Company adopted ASU 2016-02 and has recorded a right-of-use asset and lease liability on the balance sheet for its operating leases. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also do not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet.

Recent Accounting Guidance Not Yet Adopted

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory", which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Net revenue	$ 91,386	$ 25,119	$ 132,901	$ 65,391
Gross margin	91,386	25,119	132,901	65,391
Operating expenses
Compensation	531,502	446,094	1,803,113	1,548,923
Consulting fees	412,394	73,603	810,025	520,206
Research and development	11,349	117,660	366,247	441,566
General and administrative	792,664	270,350	1,917,154	1,326,564
Total operating expenses	1,747,909	907,707	4,896,539	3,837,259
Loss from operations	(1,656,523)	(882,588)	(4,763,638)	(3,771,868)
Other expenses
Interest expense	(164,439)	(279,163)	(329,040)	(888,359)
Accretion of debt discount and issuance cost	(111,027)	(1,449,656)	(228,017)	(2,039,589)
Settlement of vendor liabilities		1,011		2,886
Loss on extinguishment of debt	(2,022)	(2,938,719)	(83,171)	(3,370,505)
Gain (loss) on settlement of debt		1,823		15,275
Other expenses, net	(277,488)	(4,664,704)	(640,228)	(6,280,292)
Loss before income tax provision	(1,934,011)	(5,547,292)	(5,403,866)	(10,052,160)
Income tax provision
Net loss	(1,934,011)	(5,547,292)	(5,403,866)	(10,052,160)
Deemed dividend		45,367		174,232
Inducement expense		2,016,634	(7,628)	2,016,634
Net loss attributable to common shareholders	$ (1,934,011)	$ (7,609,293)	$ (5,396,238)	$ (12,243,026)
Per-share data
Basic and diluted loss per share	$ (0.22)	$ (1.67)	$ (0.68)	$ (4.10)
Weighted average number of common shares outstanding	8,899,320	3,330,404	7,900,217	2,452,328

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Subsequent Events (Details) - Subsequent Event [Member] - USD ($)		1 Months Ended
	Oct. 10, 2019	Oct. 31, 2019
Loan Agreement [Member]
Repayment of loans		$ 10,000
June 2019 Loan Agreement [Member]
Loan agreement, description	The Company and investors entered into a fourth amendment agreement to the June 2019 Loan Agreement, whereby the parties thereto agreed to (i) increase the principal amount of the June 2019 Loan to $4,825,000; and (ii) amend the interest, conversion terms, and other covenants of the note.

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Related Party Loans (Details Textual) - USD ($)											1 Months Ended																3 Months Ended	9 Months Ended
	Sep. 04, 2019	Aug. 06, 2019	Jun. 13, 2019	Jun. 03, 2019	Apr. 12, 2019	Nov. 08, 2018	Jul. 18, 2018	Jul. 17, 2018	Jul. 03, 2018	Sep. 06, 2017	Dec. 31, 2019	Sep. 26, 2019	Jul. 26, 2019	Jul. 16, 2019	Jun. 29, 2019	May 31, 2019	Mar. 29, 2019	Mar. 11, 2019	Feb. 28, 2019	Feb. 18, 2019	Feb. 14, 2019	Jan. 30, 2019	Dec. 27, 2018	Nov. 08, 2018	Jun. 29, 2018	May 26, 2016	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 19, 2019	Feb. 06, 2019
Related Party Loans (Textual)
Maturity date, description																												On July 12, 2018, the Company entered into a loan agreement (the "First July 2018 Rosen Loan Agreement") with Rosen, an officer of the Company, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $10,000 (the "First July 2018 Rosen Note"). Pursuant to the First July 2018 Rosen Loan Agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 1,377 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 10,370 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.
Repaid principal																												$ 50,000	$ 214,939
Repaid of interest																												767
Living expenses																												$ 38,105
January 2019 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Maturity date, description																	The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.			The Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019.
Promissory note																						$ 175,000
Warrant term																						4 years
Warrants issued to purchase shares																						300,000
Warrants, exercise price																						$ 0.30
Interest rate																						10.00%						10.00%
Interest and principal both due date																						Feb. 15, 2019						Feb. 15, 2019
February 2019 Gravitas Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note																															$ 75,000
Warrants issued to purchase shares																															375
Warrants, exercise price																															$ 6.00
Interest rate																												5.00%			5.00%
Interest and principal both due date																												Feb. 28, 2019
Repaid principal																												$ 75,000
Repaid of interest																												$ 3,500
February 2019 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Maturity date, description					The Company executed upon an agreement that further extended the maturity date of the March 2019 Gravitas Capital Loan Agreement to May 15, 2019.												The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.		The February 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 28, 2019 (the "February 2019 Rosen Maturity Date").		The maturity date of February 28, 2019 (the "February 2019 Rosen Maturity Date").
Promissory note																					$ 50,000
Warrant term																		4 years			4 years
Warrants issued to purchase shares																					5,000
Warrants, exercise price																					$ 6.00
Interest rate																					10.00%							10.00%
Interest and principal both due date																			Mar. 29, 2019		Feb. 28, 2019							Feb. 28, 2019
March 2019 Gravitas Loan Agreement [Member]
Related Party Loans (Textual)
Maturity date, description																		The March 2019 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of April 11, 2019 (the "March 2019 Gravitas Capital Maturity Date").
Promissory note																		$ 80,000
Warrants issued to purchase shares					500													375
Warrants, exercise price					$ 6.00													$ 6.00
Interest rate					6.00%													6.00%
Interest and principal both due date																		Apr. 11, 2019
Repaid principal																		$ 80,000
Repaid of interest																		$ 10,000
The February 2019 Convertible Note Offering [Member]
Related Party Loans (Textual)
Warrants issued to purchase shares																												133,190
Related party made non-interest bearing loans			$ 100,000														$ 300,000
May 2019 Loan Agreement [Member]
Related Party Loans (Textual)
Maturity date, description																The Company entered into a loan agreement (the "May 2019 Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $10,000 (the "May 2019 Note"). Pursuant to the May 2019 Loan Agreement, the May 2019 Note bears interest at a rate of $500 per month. As additional consideration for entering in the May 2019 Loan Agreement, the Company issued a four-year warrant to purchase 150 shares of the Company's common stock at a purchase price of $4.00 per share.
Promissory note																$ 10,000
Warrants issued to purchase shares																150
Warrants, exercise price																$ 4.00
Repaid principal																												$ 10,000
Repaid of interest																												$ 500
June 2019 [Member]
Related Party Loans (Textual)
Maturity date, description				The Company entered into a loan agreement (the "June 2019 Loan Agreement"), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the "June 2019 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.
Interest rate				12.50%
Interest and principal both due date				Dec. 03, 2019
July 2019 Gravitas Loan Agreement [Member]
Related Party Loans (Textual)
Principal amount														$ 100,000
Maturity date, description														The July 2019 Gravitas Capital Note bears interest at a rate of 5% per annum and payable on the maturity date of September 1, 2019 (the "July 2019 Gravitas Capital Maturity Date").
Warrants issued to purchase shares														1,000																1,000
Warrants, exercise price														$ 6.00																$ 6.00
Interest rate																												5.00%
Interest and principal both due date																												Sep. 01, 2019
Repaid principal																												$ 12,000
Repaid of interest																												600
July 2019 Tal Loan Agreement [Member]
Related Party Loans (Textual)
Principal amount													$ 12,000
Maturity date, description													The July 2019 Tal Loan Agreement, the July 2019 Tal Note bears interest at a rate of $600 per month.
Warrants issued to purchase shares													180
Warrants, exercise price													$ 6.00
August 2019 Schiller Loan Agreement [Member]
Related Party Loans (Textual)
Principal amount		$ 15,000
Maturity date, description		The August 2019 Schiller Loan Agreement, the August 2019 Schiller Note bears interest at a rate of $750 per month.
Warrants issued to purchase shares		225
Warrants, exercise price		$ 6.00
Repaid principal																												15,000
Repaid of interest																												750
August 2019 Tal oan Agreement [Member]
Related Party Loans (Textual)
Principal amount		$ 12,000
Maturity date, description		The August 2019 Tal Loan Agreement, the August 2019 Tal Note bears interest at a rate of $600 per month.
Warrants issued to purchase shares		180
Warrants, exercise price		$ 6.00
Repaid principal																												12,000
Repaid of interest																												600
First September 2019 Tal Loan Agreement [Member]
Related Party Loans (Textual)
Principal amount	$ 15,000
Maturity date, description	The First September 2019 Tal Loan Agreement, the First September 2019 Tal Note bears interest at a rate of $750 per month.
Warrants issued to purchase shares	225
Warrants, exercise price	$ 6.00
Repaid principal																												15,000
Repaid of interest																												750
Second September 2019 Tal Loan Agreement [Member]
Related Party Loans (Textual)
Principal amount												$ 12,500
Maturity date, description												The Second September 2019 Tal Loan Agreement, the Second September 2019 Tal Note bears interest at a rate of $625 per month.
Warrants issued to purchase shares												188
Warrants, exercise price												$ 6.00
The September 2019 Schiller Loan Agreement [Member]
Related Party Loans (Textual)
Principal amount												$ 50,000
Maturity date, description												The September 2019 Schiller Loan Agreement, the September 2019 Schiller Note bears interest at a rate of $2,250 per month.
Warrants issued to purchase shares												1,000
Warrants, exercise price												$ 6.00
May 2016 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Unpaid interest										$ 124,306
Maturity date, description																										The Company entered into an agreement with Mr. Rosen to further extend the maturity date of this loan to May 15, 2019.
Warrant term																										5 years
Warrants issued to purchase shares																										50,000
Interest rate																										12.50%
Interest and principal both due date																										Nov. 26, 2017
Secured term loan																										$ 1,000,000
Purchase price per share																										$ 2
June 2018 Frommer Loan Agreement [Member]
Related Party Loans (Textual)
Fair value of warrants						$ 4,645
Maturity date, description															The Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019.		The Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019.			On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019.
Promissory note																									$ 10,000
Warrant term																									4 years
Warrants issued to purchase shares						40,854														2,077				40,854	2,043
Warrants, exercise price						$ 6.00														$ 6.00				$ 6.00	$ 6
Interest rate																									6.00%
Interest and principal both due date						Mar. 07, 2019									Aug. 17, 2018
Purchase price per share																									$ 4
First July 2018 Schiller Loan Agreement [Member]
Related Party Loans (Textual)
Principal amount																								$ 4,137
Maturity date, description																	The Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.			The Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019.
Promissory note									$ 35,000
Warrants issued to purchase shares									75,000
Interest rate									6.00%
Interest and principal both due date									Aug. 17, 2018
Notes conversion, description																								As part of the extension agreement, the Company issued Schiller warrants to purchase 7,149 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 3,204 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.
Repaid principal																												10,000
Repaid of interest																												1,123
Second July 2018 Schiller Loan Agreement [Member]
Related Party Loans (Textual)
Principal amount																				$ 4,137
Maturity date, description						The Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019.		The Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019.									The Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019.
Promissory note								$ 25,000
Warrants issued to purchase shares						5,095		3,750												5,180				5,095
Warrants, exercise price						$ 6.00		$ 4.00												$ 6.00				$ 6.00
Interest rate								6.00%
Interest and principal both due date								Aug. 17, 2018
Second July 2018 Rosen Loan Agreements [Member]
Related Party Loans (Textual)
Maturity date, description																	The Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019.			The Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019.
Promissory note							$ 50,000
Warrants issued to purchase shares						10,198	7,500																	10,198
Warrants, exercise price						$ 6.00																		$ 6.00
Interest rate							6.00%
Interest and principal both due date						Mar. 07, 2019	Aug. 17, 2018
Repaid principal																												50,000
Repaid of interest																												2,900
The December 2018 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Maturity date, description																	The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.			The Company executed upon an agreement that further extended the maturity date of the December 2018 Rosen Loan Agreement to March 7, 2019.
Promissory note																							$ 75,000
Warrants issued to purchase shares																				35,194			3,750
Warrants, exercise price																				$ 6.00			$ 6
Interest rate																							6.00%
Interest and principal both due date																							Jan. 26, 2019
December 2018 Gravitas Capital Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note																							$ 50,000
Warrants issued to purchase shares																							2,500
Interest rate																							6.00%
Interest and principal both due date																							Jan. 27, 2019
Repaid principal																							$ 5,000					50,000
Repaid of interest																												250
Investors [Member] | The March 2018 Convertible Note Offering [Member]
Related Party Loans (Textual)
Gross proceeds of private placement offering																											$ 239,400
Convertible note																											$ 900,000
Issuance of warrants																											59,850
Fair value of warrants																											$ 300,000
Convertible secured promissory note, description																											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 $4.00 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price").
Maturity date, description																											The Notes mature on the second (2nd) anniversary of their issuance dates.
Debt discount																											$ 84,854
Investors [Member] | The March 2018 Convertible Note Offering [Member] | Scenario Forecast [Member]
Related Party Loans (Textual)
Convertible note											$ 239,000
Unpaid interest											$ 15,401
Investors [Member] | The February 2019 Convertible Note Offering [Member]
Related Party Loans (Textual)
Gross proceeds of private placement offering																												20,000
Principal amount																												15,000
Unpaid interest																												$ 863
Convertible secured promissory note, description																												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 $0.25 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price").
Debt discount																												$ 2,465
Warrants issued to purchase shares																												1,320

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Stockholders' Deficit (Details 3) - Warrant [Member]	9 Months Ended
	Sep. 30, 2019 $ / shares shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Warrants Outstanding, Exercise price	$ 6.00
Warrants Outstanding, Number Outstanding | shares	786,252
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years)	2 years 10 months 14 days
Warrants Exercisable, Weighted Average Exercise Price	$ 5.11
Warrants Exercisable , Number Exercisable | shares	786,252
Warrants Exercisable, Weighted Average Exercise Price	$ 2.87

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Schedule of future minimum lease payments

Twelve Months Ending September 30,
2020	$	103,925
2021		107,955
2022		112,942
2023		82.453
Total	$	407,274

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Notes Payable (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of notes payable

	Outstanding Principal as of									Warrants granted
	September 30, 2019		December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
July 2018 Loan Agreement		-		50,000			6	%	August 2018		15,000		-
Seller's Choice Note		660,000		-			9.5	%	March 2020		-		-
		660,000		50,000
Less: Debt Discount		-		-
Less: Debt Issuance Costs		-		(74	)
	$	660,000	$	49,926

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Significant and Critical Accounting Policies and Practices (Details 2) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue	$ 91,386	$ 25,119	$ 132,901	$ 65,391
Branded content [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue			57,885	49,999
Affiliate sales [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue			6,816	8,920
Other revenue [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue			7,263	6,472
Managed Services [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue			$ 60,937