UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended ~~September~~March 3031, ~~2015~~2016

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

For the transition period from ___________ to___________

Commission file number 001-33933

MULTIMEDIA PLATFORMS, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada		88-0319470
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

2000 E Oakland Blvd. Suite 106 & 107 Fort Lauderdale, FL		33306
(Address of principal executive offices)		(Zip Code)

Nevada		88-0319470
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
2929 East Commercial Blvd, Suite Ph-D Fort Lauderdale, FL		33308
(Address of principal executive offices)		(Zip Code)

(954) 440-4678

(Registrant's telephone number, including area code)

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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	x
(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 65,888,923 shares of common stock, par value $0.001, were outstanding on May 16, 2016.

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 65,612,754 shares of common stock, par value $0.001, were outstanding on November 12, 2015.

MULTIMEDIA PLATFORMS, INC.

FORM 10-Q

TABLE OF CONTENTS

		PAGE	~~PAGE~~
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.		3
	Condensed Consolidated Balance Sheets as of September 30, 2015 (Unaudited) and December 31, 2014 (audited).		3
	Condensed Consolidated Balance Sheets as of March 31, 2016 (Unaudited) and December 31, 2015 (audited)		3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014 (Unaudited).		4
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2016 and 2015 (Unaudited)		4
	Condensed Consolidated Statement of Stockholders' Equity (Deficit) for the Nine Months Ended September 30, 2015 (Unaudited).		5
	Condensed Consolidated Statement of Stockholders' Equity for the Three Months Ended March 31, 2016 and year ended December 31, 2015 (Unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014 (Unaudited).		6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015 (Unaudited)		6
	Notes to Condensed Consolidated Financial Statements		7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.		2934
Item 4.	Controls and Procedures.		3442
PART II - OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		3643
Item 5.	Other Information		37
Item 6.	Exhibits		44
Item 6.	Exhibits		38
Signatures			45
Signatures			39

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Multimedia Platforms, Inc. Condensed Consolidated Balance Sheets

Multimedia Platforms, Inc.
Consolidated Balance Sheets

	March 31,			December 31,
	2016			2015
	(Unaudited)
ASSETS
Current assets
Cash	$	132,962		$	68,153
Accounts receivable, net of allowance of $25,000 and $0		272,876			332,533
Other current assets		8,549			35,923
Deferred financing costs		620,000			620,000
Total current assets		1,034,387			1,056,609

Property and equipment, net of accumulated depreciation of $7,564		35,269			38,233

Other assets
Goodwill		6,734,197			6,734,197
Intangibles, net of amortization of $152,288		541,353			520,657
Total other assets		7,275,550			7,254,854

Deposits		9,120			9,120
Total assets	$	8,354,326		$	8,358,816

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable & accrued expenses	$	1,390,071		$	986,692
Deferred revenue		-			12,500
Convertible promissory notes, net of discount of $1,357,433 and $1,310,854		1,583,567			790,146
Notes - related party, net of discount of $60,311 and 124,766		539,689			375,234
Promissory notes, net of discount of $135,165 and $0		223,835			170,000
Loans		179,300			14,729
Due to related parties		493,232			320,002
Accrued interest payable		125,098			39,424
Convertible notes conversion derivative liability		12,403			236,594
Warrant liability		118,559			214,728
Total current liabilities		4,665,754			3,160,049

Long-term liabilities
Convertible promissory notes, net of discount of $0 and $580,115		-			209,885
Loan		31,297			35,681
Total long-term liabilities		31,297			245,566
Total liabilities		4,697,051			3,405,615

Commitments and contingencies

Stockholders' equity
Series A Preferred stock, $0.001 par value 40,000,000 shares authorized; issued and outstanding 17,999,995 at March 31, 2016 and December 31, 2015.		18,000			18,000
Series B Preferred stock, $0.001 par value 4,000,000 shares authorized; issued and outstanding 1,435,598 at March 31, 2016 and December 31, 2015.		1,436			1,436
Common stock, $0.001 par value 300,000,000 shares authorized; issued and outstanding 65,888,923 and 52,268,504 at March 31, 2016 and December 31, 2015, respectively.		65,888			52,268
Additional-paid-in-capital		13,272,388			9,585,248
Common stock payable		875,000			4,230,000
Deferred compensation		(767,813	)		(921,375	)
Accumulated (deficit)		(9,807,624	)		(8,012,376	)
Total stockholders' equity		3,657,275			4,953,201
Total liabilities and stockholders' equity	$	8,354,326		$	8,358,816

	September 30,			December 31,
	2015			2014
	(Unaudited)
ASSETS
Current assets
Cash	$	270,073		$	9,232
Accounts receivable		85,694			38,866
Other current assets		110,939			1,321,081
Deferred financing costs		620,000			-
Total current assets		1,086,706			1,369,179
Property and equipment, net of accumulated depreciation of $958		67,625			-
Other assets
Goodwill		6,734,197			-
Intangibles		500,000			-
Total other assets		7,234,197			-
Deposits		9,120			-
Total assets	$	8,397,648		$	1,369,179
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable & accrued expenses		587,062			211,471
Deferred revenue		-			1,889
Line of credit		54,663			-
Loan payable - related party		366,175			116,175
Due to related parties		196,361			195,575
Accrued interest payable		111,017			140,900
Promissory notes		170,000			364,727
Convertible promissory notes, net of discount of $193,559		356,441			182,511
Convertible notes conversion derivative liability		6,427,559			-
Warrant liability		4,503,672			-
Total current liabilities		12,772,950			1,213,248
Long-term liabilities
Convertible promissory notes, net of discount of $1,946,800		168,200			-
Accrued interest payable		1,646			-
Total long-term liabilities		169,846			-
TOTAL LIABILITIES		12,942,796			1,213,248
Stockholders' equity
Series A Preferred stock, $0.001 par value 40,000,000 shares authorized; issued and outstanding 17,999,995 and 0 at September 30, 2015 and December 31, 2014, respectively.		18,000			-
Series B Preferred stock, $0.001 par value 4,000,000 shares authorized; issued and outstanding 1,435,598 and 0 at September 30, 2015 and December 31, 2014, respectively.		1,436			-
Common stock, $0.001 par value 300,000,000 shares authorized; issued and outstanding 51,175,254 and 30,748,969 at September 30, 2015 and December 31, 2014, respectively.		51,175			30,749
Additional-paid-in-capital		7,887,845			495,298
Common stock payable		4,230,000			-
Deferred compensation		(719,250	)		-
Accumulated (deficit)		(16,014,354	)		(370,116	)
Total stockholders' equity		(4,545,148	)		155,931
Total liabilities and stockholders' equity	$	8,397,648		$	1,369,179

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

(The accompanying notes are an integral part of these condensed consolidated financial statements)

Multimedia Platforms, Inc. Condensed Consolidated Statements of Operations (Unaudited) For the Three and Nine Months Ended September 30, 2015 and 2014

Multimedia Platforms, Inc.

Consolidated Statements of Operations (Unaudited)

For the Three Months Ended March 31, 2016 and 2015

Three Months Ended

March 31,

2016

2015

Income

Net revenue

$ 704,655

$ 189,635

Cost of revenue

686,478

116,976

Gross profit

18,177

72,659

Operating expenses

General and administrative

758,197

1,209,955

Sales and marketing

272,380

60,037

Services - related party

254,331

-

Goodwill impairment

-

2,729,834

Total operating expenses

1,284,908

3,999,826

Loss from operations

(1,266,731 )

(3,927,167 )

Other Income and (Expense)

Interest expense

(139,759 )

(26,211 )
Accretion of debt discount

(709,118 )

(10,285 )
Change in fair value of convertible notes conversion derivative liability

224,191

(1,255,461 )
Change in fair value of warrant liability

96,169

(1,375,001 )
Total non-operating income (expense)

(528,517 )

(2,666,958 )
Earnings before income taxes

(1,795,248 )

(6,594,125 )
Provision for income taxes

-

-

Net loss

$ (1,795,248 )

$ (6,594,125 )

Net (loss) per common share basic

$ (0.03 )

$ (0.20 )
Weighted average common shares outstanding basic

68,302,939

32,482,799

	Three months Ended						Nine months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Income
Net Revenue	$	437,526		$	143,517		$	860,052		$	444,885
Cost of sales		297,112			78,645			559,496			202,046
Gross profit		140,414			64,872			300,556			242,839
Operating expenses
General and administrative		1,536,879			143,482			3,564,331			326,986
Sales and marketing		121,583			19,533			251,558			41,594
Services - related party		72,950			-			197,350			-
Goodwill impairment		-			-			2,729,834			-
Total operating expenses		1,731,412			163,015			6,743,073			368,580
Loss from operations		(1,590,998	)		(98,143	)		(6,442,517	)		(125,741	)
Other Income and (Expense)
Interest expense		(38,372	)		-			(110,849	)		-
Accretion of debt discount		(365,523	)		-			(524,641	)		-
Change in fair value of convertible notes conversion derivative liability		128,611			-			(4,062,559	)		-
Change in fair value of warrant liability		(303,668	)		-			(4,503,672	)		-
Total non-operating expense		(578,952	)		-			(9,201,721	)		-
Earnings before taxes		(2,169,950	)		(98,143	)		(15,644,238	)		(125,741	)
Provision for income taxes		-			-			-			-
Net loss	$	(2,169,950	)	$	(98,143	)	$	(15,644,238	)	$	(125,741	)
Net (loss) per common share basic	$	(0.04	)	$	(0.00	)	$	(0.39	)	$	(0.00	)
Weighted average common shares outstanding basic		53,547,139			30,748,969			40,626,967			30,748,969

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

(The accompanying notes are an integral part of these condensed consolidated financial statements)

Multimedia Platforms, Inc. ~~Condensed Consolidated Statement of Stockholders' Equity (Unaudited) For the Nine Months Ended September 30, 2015~~

																			Additional paid-in									Total Stockholders'
	Preferred Stock Series A						Preferred Stock Series B						Common Stock									Deferred			Accumulated
	Shares			Amount			Shares			Amount			Shares		Amount		Payable		Capital			Compensation			Deficit			Equity
Balance, December 31, 2014		-		$	-			-		$	-			30,748,969	$	30,749		-	$	495,298			-		$	(370,116	)	$	155,931
Shares issued in Merger		27,212,694			27,213			4,000,000			4,000			1,502,477		1,502		-		(610,908	)		-			-			(578,193	)
Conversion of Series A preferred stock to common stock		(9,212,699	)		(9,213	)		-			-			9,212,699		9,213		-		-			-			-			-
Conversion of Series B preferred stock to common stock		-			-			(2,564,402	)		(2,564	)		2,564,402		2,564		-		-			-			-			-
Funds reclassified to equity from liabilities for Merger shares issued		-			-			-			-			-		-		-		138,874			-			-			138,874
Shares issued for Columbia Funmap, Inc. acquisition		-			-			-			-			2,252,250		2,252		-		3,455,236			-			-			3,457,488
Shares issued for RND Enterprises, Inc. asset purchase		-			-			-			-			2,750,000		2,750		-		1,097,250			-			-			1,100,000
Shares to be issued for New Frontiers Media, LLC purchase		-			-			-			-			-		-		4,230,000		-			-			-			4,230,000
Shares issued in exchange for services		-			-			-			-			1,644,457		1,645		-		1,625,595			-			-			1,627,240
Common stock issued for financing services		-			-			-			-			500,000		500				594,500									595,000
Issuance of 3,000,000 warrants for fair value of services		-			-			-			-			-		-		-		822,000			(719,250	)		-			102,750
Discount on convertible promissory note due to detachable warrants		-			-			-			-			-		-		-		237,014			-			-			237,014
Discount on convertible promissory note due to beneficial conversion feature		-			-			-			-			-		-		-		32,986			-			-			32,986
Net Income (Loss)		-			-			-			-			-		-		-		-			-			(15,644,238	)		(15,644,238	)
Balance, September 30, 2015		17,999,995		$	18,000			1,435,598		$	1,436			51,175,254	$	51,175		4,230,000	$	7,887,845		$	(719,250	)	$	(16,014,354	)	$	(4,545,148	)

Consolidated Statement of Stockholders' Equity

For the Three Months Ended March 31, 2016 and Year Ended December 31, 2015

																				Additional									Total
	Preferred Stock Series A						Preferred Stock Series B						Common Stock							paid-in			Deferred			Accumulated			Stockholders'
	Shares			Amount			Shares			Amount			Shares		Amount		Payable			Capital			Compensation			Deficit			Equity

Balance, December 31, 2014		-			-			-			-			30,748,969		30,749		-			495,298			-			(370,116	)		155,931

Shares issued in Merger		27,212,694			27,213			4,000,000			4,000			1,502,477		1,502		-			(610,908	)		-			-			(578,193	)
Conversion of Series A preferred stock to common stock		(9,212,699	)		(9,213	)		-			-			9,212,699		9,213		-			-			-			-			-
Conversion of Series B preferred stock to common stock		-			-			(2,564,402	)		(2,564	)		2,564,402		2,564		-			-			-			-			-
Funds reclassified to equity from liabilities for Merger shares issued		-			-			-			-			-		-		-			138,874			-			-			138,874
Shares issued for Columbia Funmap, Inc. acquisition		-			-			-			-			2,252,250		2,252		-			3,455,236			-			-			3,457,488
Shares issued for RND Enterprises, Inc. asset purchase		-			-			-			-			2,750,000		2,750		-			1,097,250			-			-			1,100,000
14.4 million shares to be issued for New Frontiers Media, LLC purchase		-			-			-			-			-		-		4,230,000			-			-			-			4,230,000
Shares issued in exchange for services		-			-			-			-			2,384,457		2,385		-			2,282,855			-			-			2,285,240
Common stock issued for financing services		-			-			-			-			500,000		500		-			594,500			-			-			595,000
Common stock issued in exchange for 9% Convertible Note accrued interest		-			-			-			-			353,250		353		-			105,622			-			-			105,975
Issuance of 4,500,000 warrants for fair value of services		-			-			-			-			-		-		-			1,228,500			(921,375	)		-			307,125
Discount on convertible promissory note due to detachable warrants		-			-			-			-			-		-		-			733,785			-			-			733,785
Discount on convertible promissory note due to beneficial conversion feature		-			-			-			-			-		-		-			64,236			-			-			64,236
Net Income (Loss)		-			-			-			-			-		-		-			-			-			(7,642,260	)		(7,642,260	)

Balance, December 31, 2015		17,999,995			18,000			1,435,598			1,436			52,268,504		52,268		4,230,000			9,585,248			(921,375	)		(8,012,376	)		4,953,201

14.4 million shares to be issued for New Frontiers Media, LLC purchase		-			-			-			-			11,400,000		11,400		(3,420,000	)		3,408,600			-			-			-
Shares issued in exchange for services		-			-			-			-			220,419		220		15,000			29,780			-			-			45,000
Discount on convertible promissory notes due issuance of common stock		-			-			-			-			2,000,000		2,000		50,000			178,000			-			-			230,000
Stock compensation recognized on warrants issued in exchange for services		-			-			-			-			-		-		-			54,468			153,562			-			208,030
Discount on convertible promissory note due to detachable warrants		-			-			-			-			-		-		-			16,292			-			-			16,292
Net Income (Loss)		-			-			-			-			-		-		-			-			-			(1,795,248	)		(1,795,248	)

Balance, March31, 2016 (Unaudited)		17,999,995		$	18,000			1,435,598		$	1,436			65,888,923	$	65,888	$	875,000		$	13,272,388		$	(767,813	)	$	(9,807,624	)	$	3,657,275

(The accompanying notesare anintegral partof theseconsolidated financial statements)

Multimedia Platforms, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended September 30, 2015 and 2014

Multimedia Platforms, Inc.
Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2016 and 2015

	Three Months Ended
	March 31,
	2016			2015
Cash flows from operating activities:
Net loss	$	(1,795,248	)	$	(6,594,125	)
Adjustments to reconcile net loss to net cash provided (used in) operating activities:
Depreciation and amortization		71,919			874
Share based compensation expense		253,031			972,049
Impairment of goodwill		-			2,729,834
Accretion of debt discount		709,118			10,285
Change in fair value of convertible notes conversion derivative liability		(224,191	)		1,255,461
Change in fair value of warrant liability		(96,169	)		1,375,001
Changes in assets and liabilities, net of acquisitions:
(Increase) decrease in accounts receivable		59,657			(1,783	)
(Increase) decrease in other current assets		(44,472	)		(1,388	)
Increase (decrease) in accounts payable and accrued expenses		541,030			(14,610	)
Increase (decrease) in related party payables		173,230			7,500
Increase (decrease) in deferred revenue		-			(1,889	)
Increase (decrease) in accrued interest		85,674			26,211
Net cash provided by (used) in operating activities		(266,421	)		(236,580	)

Cash flows from investing activities:
Capital expenditures		(89,651	)		(26,203	)
Cash from acquisitions		-			19,208
Net cash provided by (used) in investing activities		(89,651	)		(6,995	)

Cash flows from financing activities:
Proceeds from convertible promissory notes		200,000			550,000
Proceeds from related party convertible promissory notes		50,000			-
Proceeds from promissory notes		50,000			-
Proceeds from auto loan		-			22,203
Payments of auto loan		-			(617	)
Proceeds from loans		125,000			-
Payments on loans		(4,119	)		(1,280	)
Net cash provided by (Used) in financing activities		420,881			570,306

Increase (decrease) in cash		64,809			326,731
Cash and cash equivalents at beginning of period		68,153			9,232

Cash and cash equivalents at end of period	$	132,962		$	335,963

Supplemental disclosures of cash flow information
Cash paid during the year for:
Taxes paid	$	-		$	-
Interest paid	$	-		$	-

Non-cash operating activities:
Value of common stock issued in exchange for services	$	253,031		$	972,049
Debt discount recorded for value of commo stock issued	$	230,000		$	-

	Nine Months Ended
	September 30,
	2015			2014
Cash flows from operating activities:
Net loss	$	(15,644,238	)	$	(125,741	)
Adjustments to reconcile net loss to net cash provided (used in) operating activities:
Depreciation		958			-
Share based compensation expense		1,729,989			-
Impairment of goodwill		2,729,834			-
Accretion of debt discount		524,641			-
Change in fair value of convertible notes conversion derivative liability		4,062,559			-
Change in fair value of warrant liability		4,503,672			-
Changes in assets and liabilities, net of acquisitions:
(Increase) decrease in accounts receivable		78,970			750
(Increase) decrease in other current assets		6,371			(12,033	)
Increase (decrease) in accounts payable and accrued expenses		16,652			(5,065	)
Increase (decrease) in related party payables		(11,568	)		163,494
Increase (decrease) in deferred revenue		(1,889	)		-
Increase (decrease) in accrued interest		110,849			-
Net cash provided by (used) in operating activities		(1,893,200	)		21,405
Cash flows from investing activities:
Purchase of property, plant and equipment		(42,583	)		-
Cash paid for asset purchase		(450,000	)		-
Cash from acquisitions		19,209			-
Net cash provided by (used) in investing activities		(473,374	)		-
Cash flows from financing activities:
Proceeds from convertible promissory notes		2,665,000			-
Payments of promissory notes		(25,000	)		-
Payments of credit line		(10,282	)		-
Net cash provided by (Used) in financing activities		2,629,718			-
Increase (decrease) in cash		263,144			21,405
Cash and cash equivalents at beginning of period		6,929			-
Cash and cash equivalents at end of period	$	270,073		$	21,405
Supplemental disclosures of cash flow information
Cash paid during the year for:
Taxes paid	$	-		$	-
Interest paid	$	-		$	-
Non-cash operating activities:
Value of common stock issued in exchange for services	$	1,627,240		$	-
Value of warrants issued for services	$	822,000		$	-
Warrants issued for prepaid financial advisory fees	$	595,000		$	-
Debt discount recorded for beneficial conversion feature	$	32,986		$	-
Debt discount recorded for value of warrants issued	$	237,014		$	-

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

(The accompanying notes are an integral part of these condensed consolidated financial statements)

MULTIMEDIA PLATFORMS, INC.

NOTES TO ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2015~~2016 AND ~~2014~~2015

NOTE 1 – ORGANIZATION AND GOING CONCERN

Organization

Our company's name is Multimedia Platforms, Inc. (~~formerly known as Sports Media Entertainment Corp.) (~~the "Company"). The Company was incorporated on April 3, 1996 in the State of Nevada as Jubilee Trading Corp. On March 3, 2002, the Company changed its name to PorFavor Corp. From inception until March 2010, we operated as a broker of structural wood materials. On February 4, 2011, The Company acquired ExploreAnywhere Inc. and changed its name to the same. On December 24, 2013, the Company changed its name to Sports Media Entertainment Corp. in anticipation of a future merger.

On January 9, 2015, Multimedia Platforms, Inc. (the "Registrant" and "Legal Acquirer") entered, and on February 2, 2015, closed, a Share Exchange Agreement (the "Merger"), between and among the Company and Multimedia Platforms, LLC, a Florida Limited Liability Corporation ("MMP LLC") ("Accounting Acquirer"), all the members of MMP LLC (the "Members"), Harrison Holdings, LLC and Amalfi Coast Capital (collectively, the "Debt Holders"). Pursuant to the Merger, the Registrant was (i) to issue to the Debt Holders a total of 4,000,000 shares of Series B Convertible Preferred stock in exchange for all the indebtedness of the Company totaling approximately $688,138 as of December 31, 2014; (ii) to issue 21,320,832 shares of restricted common stock; and (iii) to issue 34,390,199 shares of Series A Convertible Preferred stock (collectively, the "Merger Shares") to the Members in exchange for 100% of the Members interest in MMP LLC. The Merger Shares were adjusted such that 30,748,969 shares of restricted common stock, 27,212,694 shares of Series A Convertible Preferred stock and 4,000,000 shares of Series B Convertible Preferred stock were ultimately issued. The share issuances represented approximately 97.6% of the total issued and outstanding shares of preferred and common stock of the Registrant post-closing. As a result, the Company (i) became the 100% parent of MMP LLC; (ii) assumed the operations of MMP LLC; (iii) changed its name from Sports Media Entertainment Corp. to Multimedia Platforms, Inc.; and (iv) experienced a change in control.

The terms and conditions of the Merger gave rise to reverse merger accounting whereby MMP LLC was deemed the acquirer for accounting purposes. Consequently, the assets and liabilities and the historical operations of MMP LLC prior to the Merger are reflected in the financial statements and have been recorded at the historical cost basis of MMP LLC. Our financial statements include the assets and liabilities of both the Company and MMP LLC.

On January 16, 2015, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, filed a Certificate of Amendment and Certificate of Change (collectively, the "Amendments") with the Secretary of State of Nevada. As a result of the Amendments, the Company (i) changed its name to Multi Media Platforms, Inc., (ii) authorized a 1:30 (one-for-thirty) reverse-split of its issued and authorized common shares, (iii) authorized 40,000,000 Series A Preferred Stock, par value $0.001, and (iv) authorized 4,000,000 Series B Preferred Stock, par value $0.001.

On February 27, 2015, the Company completed the acquisition of Columbia Funmap, Inc., a New Jersey Corporation ("Funmap"). The purchase price reflects an enterprise value of approximately $3,479,834, including assumed indebtedness, and was funded from the issuance of 2,252,250 shares of restricted common stock and a $10,000 note. The acquisition of Funmap will allow the Company to gain a distribution foothold in 35 metropolitan areas in North America and acquire control of a respected and vital travel tool for GLBT travelers, including the website www.gayosphere.com.

On June 17, 2015, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") with RND Enterprises, Inc. ("RND"),a New York company, pursuant to which the Company purchased substantially all of the assets of RND from its sole shareholder for a purchase price of $1,000,000, consisting of $200,000 in cash and $800,000 in shares of common stock. Immediately prior to the transaction, the 5% shareholder of RND transferred all his interests in RND to Mr. Moyal for nominal amount. In consideration, the Company agreed to pay to the minority shareholder $30,000 in cash and issue 750,000 shares of common stock valued at $0.40 per share. In aggregate, the Company completed the acquisition transaction for an amount equal to $1,330,000, consisting of $230,000 in cash payable at closing and $1,100,000 in restricted shares of the Company's common stock, valued at $0.40 per share for a total of 2,750,000 shares. The transaction was closed on June 17, 2015. RND is engaged in the business of publishing an LGBT culture magazine known as Next Magazine.

On ~~September~~June 817, 2015, the Company entered into aan ~~membership~~asset ~~interest~~ purchase agreement, ~~dated~~(the as"Asset ofPurchase ~~September~~Agreement") ~~8, 2015,~~ with ~~Mr.~~RND ~~Michael~~Enterprises, AInc. ~~Turner~~("RND"), ~~the~~a ~~sole member of~~ New ~~Frontiers~~York ~~Media Holdings~~company, ~~LLC,~~pursuant ~~("Frontiers~~to ~~Media"),~~which tothe ~~purchase~~Company ~~100%~~purchased substantially all of the ~~membership~~assets ~~interests~~ of ~~Frontiers~~RND ~~Media.~~from ~~The~~its ~~purchase~~sole ~~price~~shareholder ~~reflects~~for ana ~~enterprise~~purchase ~~value~~price of ~~approximately 20~~$1,~~240~~000,000, ~~including~~consisting ~~the issuance~~ of an$200,000 ~~aggregate~~in ofcash 14and $800,~~400,~~000 in restricted shares of ~~the Company's~~ common stock,. ofImmediately ~~which~~prior 3to the transaction,~~000,000~~ ~~shares~~the 5% shareholder of ~~common~~RND ~~stock~~transferred ~~shall~~all behis ~~placed~~interests in ~~escrow~~RND to beMr. ~~released~~Moyal ~~upon~~for ~~achieving~~nominal ~~certain~~amount. ~~milestones,~~In ~~$500~~consideration,~~000~~ inthe ~~cash,~~Company ~~consisting~~agreed ofto ~~$250,000~~pay ~~payable~~to at the ~~closing~~minority ~~date~~shareholder ~~and the remaining~~ $~~250~~30,000 in ~~the~~cash ~~form~~and ofissue a750,000 ~~Promissory~~shares ~~Note~~of ~~payable~~common stock valued at ~~the~~$0.40 ~~earlier~~per ofshare. ~~March~~In 31aggregate, ~~2016~~the orCompany completed the ~~closing~~acquisition oftransaction for an ~~underwritten~~amount ~~offering~~equal ofto ~~not~~$1,330,000, ~~less~~consisting ~~than~~of $3230,000~~,000,~~ ~~and~~in ~~assumed~~cash ~~assets~~payable at closing and ~~liabilities.~~$1,100,000 ~~The~~in ~~transaction~~restricted ~~was~~shares ~~closed~~of onthe ~~September~~Company's 8common stock, ~~2015~~valued at $0.40 ~~Frontiers~~per ~~Media~~share isfor ~~active~~a intotal ~~live~~of ~~events~~2, ~~digital~~750,000 ~~mobile,~~shares. ~~streaming~~The ~~video,~~transaction ~~print~~was ~~and~~closed ~~outdoor~~on ~~signage~~June 17, ~~and~~2015. RND is ~~best~~engaged ~~known~~in as the ~~publisher~~business of ~~the~~publishing ~~gay~~an ~~lifestyle~~LGBT culture magazine, ~~Frontiers~~known as Next Magazine.

On September 8, 2015, the Company entered into a membership interest purchase agreement, dated as of September 8, 2015, with Mr. Michael A. Turner, the sole member of New Frontiers Media Holdings, LLC, ("Frontiers Media"), to purchase 100% of the membership interests of Frontiers Media. The purchase price reflects an enterprise value of approximately $4,730,000, including the issuance of an aggregate of 14,400,000 shares of the Company's common stock, of which 3,000,000 shares of common stock shall be placed in escrow to be released upon achieving certain milestones, $500,000 in cash, consisting of $250,000 payable at the closing date and the remaining $250,000 in the form of a Promissory Note payable at the earlier of March 31, 2016 or the closing of an underwritten offering of not less than $3,000,000, and assumed assets and liabilities. The transaction was closed on September 8, 2015. Frontiers Media is active in live events, digital, mobile, streaming video, print and outdoor signage, and is best known as the publisher of the gay lifestyle magazine, Frontiers.

Going Concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America and applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, the Company recognized net revenue of $~~860~~704,~~052~~655 and a net ~~operating~~ loss of $61,~~442~~795,~~517~~248 and had negative working capital of $~~561~~5,~~454~~660,806 as of ~~September~~March 3031, ~~2015~~2016.

In view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon internally generated funds and funds from the sale of shares of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited financial statements of Multimedia platforms, Inc. as of ~~September~~March 3031, ~~2015~~2016, and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and include the Company's wholly-owned subsidiaries~~, Columbia Funmap, Inc~~. from the date of acquisition on March 1, 2015, RND Enterprises, Inc. from the date of acquisition on June 17, 2015, New Frontiers Media, LLC from the date of acquisition on September 8, 2015 and Multimedia Platforms, LLC. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, ~~2014~~2015, as filed with the Securities and Exchange Commission as part of the Company's Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Principles of Consolidation

The ~~condensed~~ consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Columbia Funmap, Inc.,~~RND~~ ~~Enterprises, Inc. and~~ New Frontiers Media Holdings, LLC and Multimedia Platforms, LLC. All intercompany transactions and balances have been eliminated in consolidation. As of ~~September~~March 3031, ~~2015~~2016, the Company has a 100% interest in Columbia Funmap, Inc., 100% interest in ~~RND~~New Frontiers Media Holdings, LLC and 100% interest in ~~Frontiers~~Multimedia ~~Media~~Platforms, LLC. The results of each of these entities are consolidated with the Company's results from and after their respective acquisition dates based on guidance from the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No. 810, "Consolidation" ("ASC 810").

Accounting estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company maintains cash balances at two financial institutions. The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents.

Accounts receivable

Accounts receivable represent receivables from customers for the sale of advertising, website listings, sponsorships and events. Our receivables are recorded as invoiced and represent claims that will be settled in cash. Our collection policy is that payment is due at time of advertising printing. No allowance for doubtful accounts are considered necessary to be established for amounts that may not be recoverable as our collection history is good and write -offs have been minimal.

Property, plant, and equipment

Fixed assets are carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. Depreciation for financial statement purposes is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

	Estimated
		EstimatedUseful Lives
	Useful Lives
Office Equipment		3-5 years
Office Equipment	3-5 years
Furniture & equipment		5 - 7 years
Furniture & equipment	5 - 7 years

Long-lived assets

The Company accounts for long-lived assets at cost. Other long-lived assets consist principally of property and equipment and identifiable intangible assets with finite useful lives (subject to amortization and depreciation). The Company may impair these assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. The Company assesses the recoverability of long-lived assets using an assessment of the estimated undiscounted future cash flows related to such assets. In the event that assets are found to be carried at amounts which are in excess of estimated gross future cash flows, the assets will be adjusted for impairment to a level commensurate with fair value determined using a discounted cash flow analysis of the underlying assets.

Goodwill

We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. We test goodwill for impairment by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses and general economic conditions.

Revenue Recognition

Revenues are recognized when persuasive evidence of an arrangement exists, the fees are fixed or determinable, the product or service has been delivered and collectability is reasonably assured. We consider the terms of each arrangement to determine the appropriate accounting treatment.

Advertising Revenues

Advertising revenues are recognized at the magazine cover date, net of agency commissions and discounts. Advertising revenues from websites are recognized as impressions are delivered or as the services are performed. Customer payments received in advance of the performance of advertising services are recorded as deferred revenue in the Balance Sheets.

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers. During the three months ended March 31, 2016 and 2015, no customer accounted greater than 10% of revenue.

As of March 31, 2016, one customer accounted for 12% of accounts receivable. No other customers accounted for more than 10% of accounts receivable.

Derivatives - Warrant Liability

The Company accounts for the common stock warrants ~~granted~~issued and still outstanding as of ~~September~~March 3031, ~~2015~~2016 in connection with our 9% Convertible Notes (7,633,342 warrants) and Firstfire note (176,000 warrants) in accordance with the guidance contained in ASC 815-40-15-7F, "Contracts in Entity's Own Equity". Under that provision the ~~Warrants~~warrants were determined to be ineligible for equity classification due to provisions that may result in an adjustment to their conversion or exercise prices via a down-round feature and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. The fair value of the warrants issued by the Company in connection with the 9% Convertible Notes and Firstfire note has been estimated using a Monte Carlo simulation.

The warrant derivative liability balance was $4118,~~503,672~~559 as of ~~September~~March 3031, ~~2015~~2016.

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016, the Company recognized a gain of $~~303~~96,~~668~~169 ~~and loss of $4,503,672, respectively~~ in the fair value of warrant related derivatives. Subsequent changes to the fair value of the derivative liabilities will continue to require adjustments to their carrying value that will be recorded as other income (in the event that their value decreases) or as other expense (in the event that their value increases). In general (all other factors being equal), the Company will record income when the market value of the Company's common stock decreases and will record expense when the value of the Company's stock increases. The Company's derivative liability has been measured at fair value at ~~September~~March 3031, ~~2015~~2016 using a Monte-Carlo Simulation. Inputs into the model require estimates, including such items as estimated volatility of the Company's stock, estimated probabilities of additional financing, risk-free interest rate, dilution and the estimated life of the financial instruments being fair valued. In addition, since the conversion price contains an anti-dilution adjustment, the probability that the Conversion Price of the warrants would decrease as the share price decreased was also incorporated into the valuation calculation.

Derivatives - Bifurcated Conversion Option in Convertible Notes

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued Convertible Notes with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, Accounting for Derivative Financial Instruments and Hedging Activities, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

10The convertible notes conversion derivative liability was $12,403 as of March 31, 2016

During the three months ended March 31, 2016, the Company recognized a gain of $224,191 in the fair value of bifurcated conversion option related derivatives. The 9% Convertible Notes and Firstfire note issued during year ended December 31, 2015 are subject to anti-dilution adjustments that allow for the reduction in the Conversion Price, as defined in the agreement, in the event the Company subsequently issues equity securities including Common Stock or any security convertible or exchangeable for shares of Common Stock for a price less than the current conversion price. The Company bifurcated and accounted for the conversion option in accordance with ASC 815 as a derivative liability, since this conversion feature is not considered to be indexed to the Company's own stock. The Company's derivative liability has been measured at fair value at March 31, 2016 using a Monte-Carlo Simulation.

~~The convertible notes conversion derivative liability was $6,427,559 as of September 30, 2015.~~11

The 9% Convertible Notes issued during the nine months ended September 30, 2015 are subject to anti-dilution adjustments that allow for the reduction in the Conversion Price, as defined in the agreement, in the event the Company subsequently issues equity securities including Common Stock or any security convertible or exchangeable for shares of Common Stock for a price less than the current conversion price. The Company bifurcated and accounted for the conversion option in accordance with ASC 815 as a derivative liability, since this conversion feature is not considered to be indexed to the Company's own stock. The Company's derivative liability has been measured at fair value at September 30, 2015 using a Monte-Carlo Simulation.

Fair Value of Financial Instruments

We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of ~~September~~March 3031, ~~2015~~2016, the carrying amounts reported in the ~~condensed~~ consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities approximate fair value due to relatively short periods to maturity. The fair value of derivative liabilities is estimated using option pricing models that are based on the individual characteristics of our warrants, common stock, ~~the~~and derivative liability on the valuation date as well as assumptions for volatility, remaining expected life, risk-free interest rate, and, in some cases, credit spread. The derivative liabilities are the only Level 3 fair value measures.

At ~~September~~March 3031, ~~2015~~2016, the estimated Level 3 fair values of the liabilities measured on a recurring basis are as follows:

Fair Value Measurements at September 30, 2015

Fair Value Measurements at March 31, 2016

Carrying

(Level 1)

(Level 2)

(Level 3)

Assets

Total assets measured at fair value

Liabilities

Derivative liability – convertible notes

612,~~427,559~~403

Derivative liability - warrants

4118,~~503,672~~559

Total liabilities measured at fair value

10130,~~931,231~~962

1112

The following tables present the activity for Level 3 liabilities for the ~~nine~~year ~~months~~ ended ~~September~~March 3031, ~~2015~~2016:

Fair Value Measurements Using Level 3 Inputs

	Warrant Derivative Liability			Note ConversionDerivative Liability			Total
Balance – December 31, 2014	$	-		$	-		$	-
Balance – December 31, 2015	$	236,594		$	214,728		$	451,322
Additions during the period		~~5,211,818~~-			~~6,959,887~~-			~~12,171,705~~-
Total unrealized (gains) or losses included in net loss		(~~708~~96,~~146~~169	)		(~~532~~224,~~328~~191	)		(1320,~~240,474~~360	)
Balance – September 30, 2015	$	4,503,672		$	6,427,559		$	10,931,231
Balance – March 31, 2016	$	118,559		$	12,403		$	130,962

Cost of Revenues

Costs of revenues primarily relate to production (e.g., paper, printing and distribution) and editorial costs. Production costs directly related to publications are expensed in the period that revenue is recognized for a publication (e.g., on the cover date of a magazine). Staff costs recognized as ~~Costs~~costs of revenues are expensed as incurred.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense to third parties for the three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014 were $22,570 and $0, respectively. Advertising expense to third parties for the nine months ended September 30,~~ 2015 ~~and 2014~~ were $231,~~825~~494 and $1510,~~104,~~ respectively.

Shipping and Handling

Costs incurred for shipping and handling are reflected in Costs of revenues in the Statements of Operations.

Stock-Based Compensation

The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. We use the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. In calculating this fair value, there are certain assumptions that we use consisting of the expected life of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate. The use of a different estimate for any one of these components could have a material impact on the amount of calculated compensation expense.

We periodically issue restricted common stock as compensation. Pursuant to ASC 505-50-30-6 issuances are valued using the market price of the stock or value of the services rendered on the date of the related agreement, whichever is more readily determinable.

Income Taxes

~~The~~We ~~Company~~account ~~accounts~~ for income taxes ~~using~~under the asset and liability method., ~~Under~~which requires the ~~asset~~recognition ~~and~~of ~~liability method,~~ deferred tax assets and liabilities ~~are recognized~~ for the expected future tax consequences ~~attributed~~of toevents ~~differences~~that ~~between~~have been included in the financial ~~statement~~statements. ~~carrying~~Under ~~amounts~~this ofmethod, ~~existing~~we determine deferred tax assets and liabilities ~~and~~on ~~their~~the ~~respective~~basis ~~tax~~of ~~bases~~the ~~and~~differences ~~tax~~between ~~credits~~the ~~and~~financial ~~loss~~statement ~~carry-forwards.~~and ~~Deferred~~ tax bases of assets and liabilities ~~are~~by ~~measured~~ using enacted tax rates ~~expected~~in toeffect ~~apply~~for ~~to taxable income in~~ the ~~years~~year in which ~~those~~the ~~temporary~~ differences ~~and carry-forwards~~ are expected to ~~be recovered or settled~~reverse. The effect ~~on deferred tax assets and liabilities~~ of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Classification of Interest and Penalties

Net Income (Loss) Per Share

The computation of basic earnings per share ("EPS") is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS, if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

Following is the computation of basic and diluted net loss per share for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015:

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2015			2014			2015		2014
	2016			2015
Basic and Diluted EPS Computation
Numerator:
Loss available to common stockholders'	$	2(1,~~169~~795,~~950~~248	)	$	98(6,~~143~~594,125	)	$	~~15,644,238~~	$	~~125,741~~
Denominator:
Weighted average number of common shares outstanding		5367,~~547~~987,~~139~~870			3032,~~748~~482,~~969~~799			~~40,626,967~~		~~30,748,969~~
Basic and diluted EPS	$	(0.0403	)	$	(0.0020	)	$	~~0.39~~	$	~~0.00~~

Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares):

Series A preferred stock	17,999,995	-	~~17,999,995~~	-
Series B preferred stock	1,435,598	-	~~1,435,598~~	-
Convertible promissory notes	810,~~240~~044,~~460~~187	-	~~8,240,460~~	-
Common stock purchase warrants	1217,~~683~~151,~~339~~009	-	~~12,683,339~~	-

Recent Accounting Pronouncements

In September 2015, the ~~Financial Accounting Standards Board ("~~FASB") issued Accounting Standards Update ("ASU") 2015-16, Business Combinations (Topic 805). This ASU eliminates the requirement for retrospective application of measurement period adjustments relating to provisional amounts recorded in a business combination as of the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments will be effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.

In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This ASU provides guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. For public business entities, the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU requires retrospective adoption and will be effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years. We expect the adoption of this guidance will not have a material impact on our financial statements.

In February 2015, the FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis", which amends the consolidation requirements in ASC 810 and significantly changes the consolidation analysis required under U.S. GAAP relating to whether or not to consolidate certain legal entities. Early adoption is permitted. The Company's effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.

In January 2015, the FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items", which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. Early adoption is permitted. The Company's effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.

In ~~August~~May 2014, the ~~FASB issued ASU No. 2014-15, Presentation of~~ Financial ~~Statements~~Accounting -Standards ~~Going~~Board ~~Concern~~ (~~Subtopic 205 40~~"FASB"): ~~Disclosure~~issued ofAccounting ~~Uncertainties~~Standards ~~about~~Update an("ASU") ~~Entity's~~2014-09, ~~Ability~~Revenue tofrom ~~Continue~~Contracts aswith ~~a Going Concern~~Customers, ~~which is intended~~ to ~~define~~clarify ~~management's~~the ~~responsibility~~principles toused ~~evaluate whether there is substantial doubt about an entity's ability~~ to ~~continue~~recognize asrevenue afor ~~going~~all ~~concern~~entities. ~~and~~In toMarch ~~provide related footnote disclosures. Specifically~~2016, ~~ASU 2014-15 provides a definition of~~ the ~~term~~FASB ~~substantial doubt and requires an assessment for a period of one year after the date that the financial statements are~~ issued ~~(or~~ASU ~~available~~2016-08 to befurther ~~issued).~~clarify Itthe ~~also~~implementation ~~requires~~guidance ~~certain~~on ~~disclosures~~principal ~~when~~versus ~~substantial~~agent ~~doubt is alleviated as a result of consideration of management's plans and requires an express statement and other disclosures when substantial doubt is not alleviated~~considerations. The ~~new~~guidance ~~standard~~is ~~will be~~ effective for ~~reporting~~annual and interim periods beginning after December 15, ~~2016~~2017, ~~with~~and early adoption is permitted. ~~Management~~The ~~does~~Company ~~not~~is ~~expect~~currently evaluating the impact, if any, that the adoption of ~~ASU~~this ~~2014-15~~guidance towill have aon ~~material~~the ~~impact~~Company's onconsolidated ~~our~~ financial statements and related disclosures.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under US GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). On July 9, 2015, the FASB voted to defer the effective date of the new revenue recognition standard by one year. Based on the Board's decision, public organizations would apply the new revenue standard to annual reporting periods beginning after December 15, 2017. We are currently evaluating the impact of the pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard.

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial statements.

NOTE 3 –- FIXED ASSETS

Fixed assets consisted of the following:

	September 30,			December 31,
	March 31,			December 31,
	2015			2014
	2016			2015
Office equipment	$	24,599		$	-24,599
Furniture and fixtures		18,234			-18,234
In process		25,750			-
Total fixed assets		42,833			42,833
Total fixed assets		68,583			-
Accumulated depreciation		(7,564	)		(4,600	)
Accumulated depreciation		(958	)		-
Fixed assets, net	$	35,269		$	38,233
Fixed assets, net	$	67,625		$	-

During the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, the Company recognized $~~958~~2,964 and $0874, respectively, in depreciation expense.

NOTE 4 – DEBT

As of September 30, 2015, the Company had the following debt related balances:

	September 30, 2015			December 31, 2014
Current Debt
Convertible promissory notes	$	550,000	(1)	$	182,511	(4)
Debt discount		(193,559	)(1)		-
Derivative liability - convertible notes		6,427,559	(1)
Derivative liability - warrants		4,503,672	(1)
Promissory notes		170,000	(3)		364,727	(4)
Loan payable - related party		366,175	(2)		116,175	(2)
Due to related parties		196,361	(2)		195,575	(2)
Accrued interest		111,017	(1)		140,900	(4)
Total current debt	$	12,131,225		$	999,888
Non Current Debt
Convertible promissory notes	$	2,115,000	(1)	$	-
Debt discount		(1,946,800	)(1)		-
Accrued interest		1,646	(1)		-
Total non current debt		169,846			-
Total debt	$	12,301,071		$	999,888

(1) Related to our financing of up to $2.5 million from the issuance of 9% convertible promissory notes and detachable warrants to various parties as described below under "Financing of up to $2.5 million". Also includes $300,000 due to Lincoln Park Capital Fund, LLC as described below.

(2) Non-interest bearing advances by related parties used to cover operations and overhead costs not covered by advertising revenues. Also, includes a promissory note with face amount of $250,000, interest of 4.5% and maturity of March 31, 2016 payable to Michael Turner, Director and President of Media Ventures Division pursuant to the purchase of New Frontiers Media, LLC on September 8, 2015, see "NOTE 7 – BUSINESS COMBINATIONS" for additional information.

(3) Represents nine promissory notes assumed with the purchase of New Frontiers Media, LLC. The notes carry simple interest of 2% to 9% and most mature in December 2015. $27,000 is currently in default.

(4) Pre Merger debt as of December 31, 2014 that was settled in connection with the Merger by the issuance of 4 million shares of Series B Preferred stock.

~~Financing~~NOTE of4 up– toINTANGIBLE ~~$2.5 million~~ASSETS

From March 2015, the Company has entered into certain securities purchase agreements (the "Agreements") with certain accredited investors (the "Investors"). Pursuant to the Agreements, the Company is conducting a private bridge note offering, up to $2,500,000, consisting of 9% Convertible Promissory Notes (the "9% Convertible Notes") which may be voluntarily converted into shares of the Company's common stock and four-year warrants (the "Company Warrant") to purchase shares of Company's common stock. The ~~securities~~components ~~are sold as units, with each unit consisting~~ of aintangible 9%assets ~~Convertible~~consisted ~~Note, in the principal amount~~ of ~~$50,000 and Company Warrant to purchase 166,667 shares of~~ the common stock, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D ("Regulation D") and/or Regulation S ("Regulation S") as promulgated under the Securities Act.following:

	Estimated Useful Life		March 31,			December 31,
	(Years)		2016			2015
Customer lists		2	$	500,000		$	500,000
Website development		5		193,641			103,990
Accumulated amortization				(152,288	)		(83,333	)
Intangible assets, net			$	541,353		$	520,657

During 2015 and the three months ended March 31, 2016, the Company began development of WiRLD.com and capitalized $103,990 and $89,651, respectively, pursuant to ASC 350-50, Intangibles – Goodwill and Other. Also, during 2015, the Company allocated $500,000 to customer lists as a result of the acquisition of Frontiers Media Holdings, LLC on September 8, 2015. The Company recognized amortization expense of $68,954 during the three months ended March 31, 2016.

The estimated future aggregated amortization expense for intangible assets owned as of March 31, 2016 consisted of the following:

	Amortization Expense
2016		216,546
2017		205,395
2018		38,729
2019		38,729
2020		38,729
Thereafter		3,225
		541,353

NOTE 5 – DEBT AND RELATED LIABILITIES

As of March 31, 2016, the Company had the following debt and related liability balances:

As of March 31, 2016:

				Debt and Related Liabilities
				Current															Non Current
	Note Holder	Issue Date	Maturity Date	Convertible Promissory Notes			Notes - Related Party			Promissory Notes			Line of Credit		Due to Related Parties		Accrued Interest		Convertible Promissory Notes		Line of Credit

(1)	9% Convertible promissory notes	Various	9/18/16 to 3/28/17	$	2,365,000		$	-		$	-		$	-	$	-	$	69,174	$	-	$	-
(1)	Firstfire Global Opportunities Fund	12/15/2015	6/16/2016		176,000			-			-			-		-		2,594		-		-
(1)	Lincoln Park Capital Fund, LLC	8/21/2015	12/31/2016		300,000			-			-			-		-		9,288		-		-
(1)	Terry King	10/29/2015	10/29/2016		50,000			-			-			-		-		1,928		-		-
(2)	Mark Friedman	10/15/2015	2/12/2016		-			25,000			-			-		-		10,000		-		-
(2)	Lawerence Rutstein, Chairman	10/15/2015	2/12/2016		-			25,000			-			-		-		10,000		-		-
(1)	Lawerence Rutstein, Chairman	11/6/2015	5/4/2016		-			250,000			-			-		-		5,603		-		-
(3)	Mark Friedman	2/18/2016	8/18/2016		-			25,000			-			-		-		230		-		-
(3)	Lawerence Rutstein, Chairman	2/18/2016	8/18/2016		-			25,000			-			-		-		230		-		-
(3)	$400,000 bridge note offering	2/18/2016	8/1/2016		-			-			200,000			-		-		2,570		-		-
(4)	Michael Turner	11/8/2015	3/31/2016		-			250,000			-			-		-		6,319		-		-
(5)	Various	11/6/2014 - 7/19/2015	3/31/2015 - 9/30/2015		-			-			159,000			-		-		6,114		-		-
(1)	Terry King	1/6/2016	1/6/2017		50,000			-			-			-		-		1,048		-		-
(6)	Santander bank line of credit				-			-			-			14,994		-		-		-		31,297
(7)	Complete Business Solutions				-			-			-			164,306		-		-		-		-
(8)	Various related parties				-			-			-			-		493,232		-		-		-
	Totals				2,941,000			600,000			359,000			179,300		493,232		125,098		-		31,297
	Debt discount				(1,357,433	)		(60,311	)		(135,165	)		-		-		-		-		-
	Balance			$	1,583,567		$	539,689		$	223,835		$	179,300	$	493,232	$	125,098	$	-	$	31,297

______________

(1)	See disclosure below.

(2)	On October 15, 2015, Mark Friedman, Director and C. Lawrence Rutstein, Chairman, each loaned the Company $25,000 and received a promissory note with identical terms, including maturity date of 120 days on February 12, 2016 and one-time interest payment of $10,000 bringing the total due under each note to $35,000. No other consideration was exchanged under the promissory notes. The notes are in default as of the date of this current report.

^{18

(3) During the three months ended March 31, 2016, the Company initiated a private bridge note offering (the "Bridge Note Offering") for up to $400,000 consisting of an 8% promissory note (the "Bridge Note") and shares of common stock sold as units with each unit consisting of a $25,000 promissory note and 250,000 shares of common stock (the "Bridge Note OfferingUnits"). The notes are due and payable in six months or upon the receipt of no less than $2,000,000 of gross proceeds from a securities offering. Additionally, the promissory notes are secured by certain accounts receivable. The Company received $250,000 pursuant to the Bridge Note Offering. The Company allocated Bridge Note principal between the Bridge Note and the common stock based upon their relative fair values resulting in a debt discount of $230,000 which is being accreted over the six month term of the Bridge Notes. During the three months ended March 31, 2016, the Company recognized $3,030 of interest expense and $74,560 of accretion related to the debt discount.
(4) Promissory note with face amount of $250,000, interest of 4.5% and maturity of March 31, 2016 payable to Michael Turner, Director and President of Media Ventures Division pursuant to the purchase of New Frontiers Media, LLC on September 8, 2015, During the three months ended March 31, 2016, the Company recognized $2,805 of interest expense with total accrued interest under this note totaling $6,319. The Note is currently in default. see "NOTE 7 – BUSINESS COMBINATIONS" for additional information.
(5) Represents notes acquired with the acquisition of New Frontiers Media Holdings, LLC on September 8, 2015 (the "Frontiers Notes"). There are eight, unsecured promissory notes with principle balances ranging between $3,000 to $50,000 and bearing interest of 2% to 9%. The Frontiers Notes all matured by December 24, 2015 and are currently in default. During the three months ended March 31, 2016, the Company recognized interest expense of $2,921 with total accrued interest under these notes totaling $6,114.
(6) Represents a bank loan acquired with the acquisition of Columbia Funmap, Inc. on February 27, 2015. The loan was established on December 13, 2012 in the original amount of $75,000. Payments of principal and interest are due monthly at a variable interest rate currently at 4%. Payments are approximately $2,600 per month.
(7) Working capital loan provided by Complete Business Solutions. The Company received $125,000 and is obligated to repay $175,000 over 180 business days at $972.22 per day
(8) Non-interest bearing advances by related parties used to cover operations and overhead costs not covered by revenues. As of March 31, 2016, includes $227,084 to Alan Beck, shareholder and consultant, $118,697 to TBG Holdings Corporation owned, in part By Timothy Hart, former CFO and shareholder, $6,595 due to R3 Accounting owned by Timothy Hart, former CFO and shareholder, $122,500 due to Michael Turner, shareholder and President of our digital media division and $18,356 due to Bobby Blair.}9% Convertible Promissory Notes Financing of up to $2.5 million

From March 2015 to September 2015, the Company entered into certain securities purchase agreements (the "Agreements") with certain accredited investors (the "Investors"). Pursuant to the Agreements, the Company is conducting a private bridge note offering, up to $2,500,000, consisting of 9% Convertible Promissory Notes (the "9% Convertible Notes") which may be voluntarily converted into shares of the Company's common stock and four-year warrants (the "Company Warrant") to purchase shares of Company's common stock. The securities are sold as units, with each unit consisting of a 9% Convertible Note, in the principal amount of $50,000 and Company Warrant to purchase 166,667 shares of the common stock, pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D ("Regulation D") and/or Regulation S ("Regulation S") as promulgated under the Securities Act.

The 9% Convertible Notes are due in 18 months and include interest at the rate of 9% per annum, due semi-annually. The initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of the Investors in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default, the 9% Convertible Notes interest rate shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The 9% Convertible Notes are convertible into common stock, at the Investor's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 (the "Subsequent Financing"). Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default.

At no time may the 9% Convertible Notes be converted into shares of our common stock if such conversion would result in the Investors and its affiliates owning an aggregate of shares of our common stock in excess of 9.99% of the then outstanding shares of our common stock, provided such percentage may increase or decrease upon not less than 61 days prior written notice from the Investor.

The Company Warrant has a four year term and an exercise price equal to the lesser of: (i) $0.75 or (ii) 85% of the price of the common stock (or common stock equivalents, or conversion price of debt instruments sold in such offering) sold at the Subsequent Financing. The Company Warrant includes the same ownership limitation described above in connection with the Company Note. The Company Warrant includes cashless exercise rights.

InDuring the ~~offering~~year ~~through the issuance of 9% Convertible Notes, during the three and nine months~~ ended ~~September~~December 3031, 2015, the Company raised $~~790,000 and $~~2,365,000, ~~respectively~~from ofthe ~~principal~~issuance ~~and~~of ~~issued~~9% ~~2,633,337~~Convertible Notes and issued 7,633,342, ~~respectively~~ of Company Warrants.

During the three months ended ~~September~~March 3031, 2016 and 2015, the Company recognized $3546,~~782~~110 ~~of interest expense~~ and $~~341~~26,~~427 of debt discount accretion. During the nine months ended September 30~~211, ~~2015~~respectively, ~~the Company recognized $108,259~~ of interest expense and $~~500~~391,~~545~~750 and $10,285, respectively of debt discount accretion.

~~Derivative~~Financing ~~Liability~~with ~~related~~Firstfire toGlobal ~~the~~Opportunities 9%Fund ~~Convertible Notes and Related Detachable Warrants~~LLC

~~ASC~~On ~~Topic~~December ~~No.~~15, ~~815~~2015, ~~- Derivatives~~the ~~and~~Company ~~Hedging provides~~entered ~~guidance~~into ona ~~determining~~Securities ~~what~~Purchase ~~types~~Agreement ofwith ~~instruments~~Firstfire orGlobal ~~embedded~~Opportunities ~~features~~Fund inLLC ("Firstfire"), for the sale of an ~~instrument~~unsecured, ~~issued~~5% byconvertible apromissory ~~reporting~~note ~~entity~~in ~~can~~the beprinciple ~~considered~~amount ~~indexed~~of to$176,000 ~~its~~and ~~own~~176,000 stock ~~for~~purchase ~~the~~warrants ~~purpose~~allowing ofFirstfire ~~evaluating~~to ~~the~~purchase ~~first~~up ~~criteria~~to 176,000 shares of the ~~scope~~Company's ~~exception~~common instock ~~the~~at ~~pronouncement~~an onexercise ~~accounting~~price of $0.40 for ~~derivatives~~a period of five (5) years. ~~These~~On ~~requirements~~December ~~can~~16, ~~affect~~2015, the ~~accounting~~Company ~~for~~received ~~warrants~~$150,000 net of a 10% original issue discount and ~~convertible~~legal ~~preferred~~fees ~~instruments~~and issued bya ~~the~~convertible ~~Company.~~promissory Asnote (the ~~conversion~~"Firstfire ~~features~~Note") ~~within~~in the 9%amount ~~Convertible~~of ~~Notes~~$176,000. ~~and~~The ~~detachable~~Firstfire ~~warrants~~Note ~~issued~~is due in ~~connection~~six ~~with~~(6) ~~the~~months 9%on ~~Convertible~~June ~~Notes~~16, do2016 ~~not~~("Firstfire ~~have~~Note ~~fixed~~Maturity ~~settlement~~Date"), ~~provisions~~accrues ~~because~~interest ~~their~~at ~~conversion~~the ~~and~~rate ~~exercise~~of ~~prices~~5% ~~may~~per beannum ~~lowered~~and ifis ~~the~~convertible ~~Company~~into ~~issues~~shares ~~securities~~of atcommon ~~lower~~stock ~~prices~~as indescribed ~~the~~below. ~~future,~~In ~~the~~no ~~Company~~event ~~concluded~~shall ~~that~~Firstfire ~~the~~effect ~~instruments~~a ~~are~~conversion ~~not~~if ~~indexed~~such toconversion ~~the~~results ~~Company's~~in ~~stock~~Firstfire ~~and~~beneficially ~~are~~owning toin beexcess ~~treated~~of as4.99% ~~derivative~~of ~~liabilities.~~the Inoutstanding ~~determining~~common stock of the ~~fair~~Company. ~~value~~Under the terms of the ~~derivative~~Firstfire ~~liabilities~~Note, the Company ~~used~~agreed ato ~~Monte~~pay ~~Carlo~~Firstfire ~~simulation~~as ~~at September 30, 2015.~~ follows:

17 ·if paid by the Maturity Date, the principal sum of $176,000.00 and interest at the rate of five percent (5%); ·if $0.00 of principal is paid by the Firstfire Note Maturity Date, then the principle sum of the face amount will be increased by 50% or $88,000 to the purchase price of $264,000.00 to be paid, at the discretion of Firstfire, in the form of cash or conversion into Common Stock plus interest; or ·if a portion of the principal is paid plus interest in cash by the Firstfire Note Maturity Date, the face amount of the purchase price of $264,000 will be reduced by the amount that is 150% of the amount paid in cash by the Firstfire Note Maturity Date.

AThe ~~summary~~Firstfire Note is unsecured but is a senior obligation of ~~quantitative~~the ~~information~~Company, with ~~respect~~priority toover ~~valuation~~all ~~methodology~~existing and ~~significant~~future ~~unobservable~~indebtedness ~~inputs~~(as ~~used~~defined ~~for~~in the ~~Company's~~Firstfire 9%Note) ~~Convertible~~of ~~Notes~~the ~~and~~Company, ~~warrant~~except ~~liabilities~~ that ~~are~~the ~~categorized~~Firstfire ~~within~~Note ~~Level~~is 3treated ofpari ~~the~~passu ~~fair~~with ~~value~~future ~~hierarchy~~indebtedness asthat ofis ~~September~~equal 30to, ~~2015~~or isexceeds, as$250,000.00. ~~follows:~~

	September 30, 2015
Common stock issuable upon conversion of notes		8,240,460
Common stock issuable upon exercise of warrants		7,633,342
Stock price	$	1.15
Volatility (Annual)		60	%
Strike price	$0.75 warrants; $0.30 notes
Risk-free rate		1.50	%
Maturity date	4 years warrants; 1.5 years notes

~~The~~Under ~~following~~the ~~table~~terms ~~sets~~of ~~forth~~the Firstfire Note, byFirstfire ~~level~~has ~~within~~the right to convert at any time beginning on the ~~fair~~Firstfire ~~value~~Note ~~hierarchy~~Maturity Date. The conversion price is $0.30. If, prior to the repayment or conversion of the Firstfire Note, the Company's ~~derivative~~consummates ~~liabilities~~a ~~that~~registered ~~were~~or ~~accounted~~unregistered primary offering of its securities for capital raising purposes, Firstfire has the right to (x) demand full repayment as determined under the terms of the note or (y) convert any outstanding principal amount and interest into Common Stock at ~~fair~~the ~~value~~closing onof such primary offering at a ~~recurring~~conversion ~~basis~~price equal to the $0.30. If an event of default (as defined in the Firstfire Note) occurs, the conversion price shall equal the lower of ~~September~~(A) $0.30, ~~2015:~~and (B) a 10% discount to the offering price to investors in the primary offering.

	Balance at December 31, 2014		Initial valuation of derivative liabilities upon issuance of new securities during the period		Increase (decrease) in fair value of derivative liabilities			Fair value of derivatives upon reclass to additional paid-in capital		Balance at September 30, 2015
Warrants derivative liability	$	-	$	6,959,887	$	(532,328	)	$	-	$	6,427,559
Convertible note conversion derivative liability		-		5,211,818		(708,146	)				4,503,672
Total	$	-	$	12,171,705	$	(1,240,474	)	$	-	$	10,931,231

Under the terms of the Firstfire Note, the Company may pre-pay the outstanding principal amount of the Firstfire Note plus accrued interest upon three (3) Trading Days prior written notice to Firstfire. If the Company exercises its right to prepay the Firstfire Note, the pre-payment amount will be equal to the sum of: (A) within 90 days of the Closing Date, 110% and (B) thereafter, 115%, multiplied by principal amount, plus accrued and default interest.

As additional consideration, the Company granted Firstfire a warrant to purchase 176,000 shares of our common stock (the "Firstfire Warrant"). The Firstfire Warrant has a five-year term and an exercise price equal to the lesser of: (i) $0.40 or (ii) the price of our common stock (or common stock equivalents, or conversion price of debt instruments sold in such offering) sold and entitling any person to acquire shares of common stock at an effective price per share that is lower than the then exercise price (currently $0.40). Such adjustment shall be made whenever such common stock or other securities are issued. Pursuant to the terms of the Firstfire Warrant, no adjustment to the exercise price will be made in respect of an "exempt issuance".

The Firstfire Warrant includes the same ownership limitation described above in connection with the Firstfire Note. The Firstfire Warrant includes cashless exercise rights if a registration statement covering the resale of the Firstfire Warrant shares is not available for the resale of such Firstfire Warrant shares.

The Firstfire Note and Firstfire Warrant were issued by the Company under the exemption from registration afforded by Section 4(a)(2) of the Securities Act, as amended and/or Regulation D promulgated thereunder, as the securities were issued to accredited investors, without a view to distribution, and were not issued through any general solicitation or advertisement.

Because the economic characteristics and risks of the equitylinked conversion options contained in the Firstfire Note are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. Additionally, due to the down-round feature contained in the Firstfire Warrant, it too is classified on the balance sheet as a liability with both instruments revalued each period with changes in value recorded as other income (expense). The initial fair value of the Firstfire Note derivative liability was $289,291 and determined using Monte Carlo simulation with the following inputs: quoted market price - $0.70; conversion price - $0.30, volatility - 60%; term - 0.5 years; and risk-free interest rate - 1.50%, resulting in a fair value per share of $0.49 multiplied by the 586,667 shares that would be issued if the Firstfire Note was exercised on the issuance date. The Firstfire Warrant liability was $77,903 and determined using Monte Carlo simulation with the following inputs: quoted market price - $0.70; conversion price - $0.40, volatility - 60%; term - 5 years; and risk-free interest rate - 1.50%, resulting in a fair value per share of $0.44 multiplied by the 176,000 shares that would be issued if the Firstfire Warrant was exercised on the issuance date.

During the three months ended March 31, 2016, the Company recognized $2,208 of interest expense and $87,043 of accretion related to the debt discount.

Derivative Liability related to the 9% Convertible Notes, Firstfire Note and Related Detachable Warrants

ASC Topic No. 815 - Derivatives and Hedging provides guidance on determining what types of instruments or embedded features in an instrument issued by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement on accounting for derivatives. These requirements can affect the accounting for warrants and convertible preferred instruments issued by the Company. As the conversion features within the 9% Convertible Notes, Firstfire Note and related detachable warrants issued in connection with said notes do not have fixed settlement provisions because their conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future, the Company concluded that the instruments are not indexed to the Company's stock and are to be treated as derivative liabilities. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note; and if the fair value of the embedded derivative exceeds the face value of the note, the excess embedded derivative fair value is expensed as other expense and the related liability increased. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other expense. In determining the fair value of the derivative liabilities, the Company used a Monte Carlo simulation at March 31, 2016.

A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company's 9% Convertible Notes, Firstfire Note and related warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of March 31, 2016 is as follows:

	March 31, 2016
Common stock issuable upon conversion of notes		8,717,387
Common stock issuable upon exercise of warrants		7,809,342
Stock price	$	0.029
Volatility (Annual)		168	%
Strike price	$0.75, 9% Convertible Note warrants; $0.40, Firstfire Note warrants; $0.30 notes
Risk-free rate	0.21% to 0.87%
Maturity date	3 - 5 years warrants; 0.2 – 0.68 years notes

The following table sets forth, by level within the fair value hierarchy, the Company's derivative liabilities that were accounted for at fair value on a recurring basis as of March 31, 2016:

Balance at December 31, 2015

Initial valuation of derivative liabilities upon issuance of new securities during the period

Increase (decrease) in fair value of derivative liabilities

Fair value of derivatives upon reclass to additional paid-in capital

Balance at March 31, 2016

Warrants derivative liability

$ 236,594

$ -

$ (224,191 )

$ -

$ 12,403

Convertible note conversion derivative liability

214,728

-

(96,169 )

-

118,559

Total

$ 451,322

$ -

$ (320,360 )

$ -

$ 130,962

Financing with Lincoln Park Capital Fund, LLC

~~The~~On ~~financing~~August ~~with~~21, 2015, the Company issued a Senior Convertible Note (the "Senior Convertible Note") to Lincoln Park Capital Fund, LLC is("Lincoln ~~part~~Park") ofin the ~~"Financing~~amount of up$300,000. The Senior Convertible Note was issued pursuant to the terms of a Securities Purchase Agreement dated as of the same date. The Senior Convertible Note bears interest at the rate of 5% per annum (or 18% upon the occurrence of an event of default) and the principal and interest is due and payable in full on December 31, 2016. Interest may be paid in the Company's common stock if the Company meets certain conditions that would allow the issuance of the Company's common stock without any trading restrictions. The Senior Convertible Note included a $230,~~500,~~000" ~~described~~original ~~above~~issuance ~~and~~discount is("OID"). As a result, the ~~only~~net ~~related~~amount ~~transaction~~received in connection with ~~different~~the ~~terms~~sale asof ~~described~~the ~~below~~Senior Convertible Note was $270,000. The transaction was closed on August 24, 2015.

On August 21, 2015, the Company issued a Senior Convertible Note (the "Senior Convertible Note") to Lincoln Park Capital Fund, LLC ("Lincoln Park") in the amount of $300,000. The Senior Convertible Note was issued pursuant to the terms of a Securities Purchase Agreement dated as of the same date. The Senior Convertible Note bears interest at the rate of 5% per annum (or 18% upon the occurrence of an event of default) and the principal and interest is due and payable in full on December 31, 2016 (the "Maturity Date"). Interest may be paid in the Company's common stock if the Company meets certain conditions that would allow the issuance of the Company's common stock without any trading restrictions. The Senior Convertible Note included a $30,000 original issuance discount ("OID"). As a result, the net amount received in connection with the sale of the Senior Convertible Note was $270,000. The transaction was closed on August 24, 2015.

The Company has the right to prepay the Senior Convertible Note, pursuant to the terms thereof, at any time, provided it pays a prepayment amount of 120% of the then outstanding balance, accrued interest and interest payable from the date of prepayment to the Maturity Date. The Senior Convertible Note provides for customary events of default such as failing to timely make payments under the Senior Convertible Note when due and the occurrence of certain fundamental defaults, as described in the Senior Convertible Note.

1822

The principal amount of the Senior Convertible Note and all accrued interest is convertible at the option of Lincoln Park into shares of our common stock at any time. The conversion price of the Senior Convertible Note is $0.30, as adjusted for stock splits, stock dividends, stock combinations or other similar transactions as provided in the Note.

At no time may the Senior Convertible Note be converted into shares of our common stock if such conversion would result in Lincoln Park and its affiliates owning an aggregate of shares of our common stock in excess of 4.99% of the then outstanding shares of our common stock, provided such percentage may increase to 9.99% upon not less than 61 days prior written notice.

As additional consideration for the loan, the Company granted Lincoln Park a six-year warrant to purchase 1,000,000 shares of our common stock (the "Warrant") at an exercise price of $0.50 per share. The Warrant includes the same ownership limitation described above in connection with the Convertible Note. The Warrant includes cashless exercise rights.

The Senior Convertible Note and the Warrant were issued by the Company under the exemption from registration afforded by Section 4(a)(2) of the Securities Act, as amended and/or Regulation D promulgated thereunder, as the securities were issued to accredited investors, without a view to distribution, and were not issued through any general solicitation or advertisement.

The company determined that the Senior Convertible Note's conversion feature is indexed to the Company's stock, which is an input to a fair value measurement of a fixed-for-fixed option on equity shares. Thus, the conversion feature of the notes meets the scope exception under FASB ASC 815-40-15-7 and treatment under ASC 470-20 – Debt with Conversion and Other Options is appropriate. As a result, the Company first allocated Senior Convertible Note principal between the Senior Convertible Note, OID and the warrants based upon their relative fair values. The estimated fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $20.0030 per share; estimated volatility – 150%; 5-year risk free interest rate – 1.44%; expected dividend rate - 0% and expected life - 6 years. This resulted in allocating $~~237~~137,~~014~~695 to the warrants and $32132,~~986~~305 to the Senior Convertible Note and $30,000 to the OID. Next, the intrinsic value of the beneficial conversion feature (the "BCF") was computed as the difference between the fair value of the common stock issuable upon conversion of the Senior Convertible Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $1,~~767~~667,~~014~~695. As this amount resulted in a total debt discount that exceeds the Senior Convertible Note proceeds, the amount recorded for the BCF was limited to principal amount of the Senior Convertible Note. The resulting $300,000 discount is being accreted over the 16 month term of the Senior Convertible Note.

During the three months ended ~~September~~March 3031, ~~2015~~2016, the Company recognized $13,~~646~~824 of interest expense and $2454,~~096~~819 of accretion related to the debt discount.

~~NOTE~~Financing 5with –Terry ~~STOCKHOLDER'S EQUITY~~King

On October 29, 2015, the Company issued a 9% Convertible Promissory Note (the "King Note") to Terry King ("Mr. King") in the amount of $50,000. The King Note was issued pursuant to the terms of a Note Purchase Agreement dated as of the same date. The King Note bears interest at the rate of 9% per annum (or 12% upon the occurrence of an event of default) and the principal and interest is due and payable in 12 months on October 29, 2016. The principal and all accrued interest is convertible at the option of Mr. King into shares of our common stock at any time at the conversion price of $0.40, as adjusted for stock splits, stock dividends, stock combinations or other similar transactions as provided in the King Note. At no time may the King Note be converted into shares of our common stock if such conversion would result in the Investors and its affiliates owning an aggregate of shares of our common stock in excess of 9.99% of the then outstanding shares of our common stock, provided such percentage may increase or decrease upon not less than 61 days prior written notice from the Investor.

As additional consideration for the loan, the Company granted Mr. King a four-year warrant to purchase 125,000 shares of our common stock (the "King Warrant") at an exercise price of $0.75 per share. The King Warrant includes the same ownership limitation described above in connection with the King Note. The King Warrant does not include cashless exercise rights.

The company determined that the King Note's conversion feature is indexed to the Company's stock, which is an input to a fair value measurement of a fixed-for-fixed option on equity shares. Thus, the conversion feature of the King Note meets the scope exception under FASB ASC 815-40-15-7 and treatment under ASC 470-20 – Debt with Conversion and Other Options is appropriate. As a result, the Company first allocated King Note principal between the King Note and the King Warrants based upon their relative fair values. The estimated fair value of the King Warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $0.30 per share; estimated volatility – 150%; 5-year risk free interest rate – 1.53%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $18,750 to the King Warrants and $31,250 to the King Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the King Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $100,000. As this amount resulted in a total debt discount that exceeds the King Note proceeds, the amount recorded for the BCF was limited to principal amount of the King Note. The resulting $50,000 discount is being accreted over the 12 month term of the King Note.

On January 6, 2016, the Company issued a 9% Convertible Promissory Note (the "King Note 2") to Mr. King in the amount of $50,000. The King Note 2 was issued pursuant to the terms of a Note Purchase Agreement dated as of the same date. The King Note 2 bears interest at the rate of 9% per annum (or 12% upon the occurrence of an event of default) and the principal and interest is due and payable in 12 months on Janary 6, 2017. The principal and all accrued interest is convertible at the option of Mr. King into shares of our common stock at any time at the conversion price of $0.40, as adjusted for stock splits, stock dividends, stock combinations or other similar transactions as provided in the King Note 2. At no time may the 9% Convertible Notes be converted into shares of our common stock if such conversion would result in the Investors and its affiliates owning an aggregate of shares of our common stock in excess of 9.99% of the then outstanding shares of our common stock, provided such percentage may increase or decrease upon not less than 61 days prior written notice from the Investor.

As additional consideration for the loan, the Company granted Mr. King a three-year warrant to purchase 166,667 shares of our common stock (the "King Warrant 2") at an exercise price of $0.40 per share. The King Warrant 2 includes the same ownership limitation described above in connection with the King Note 2. The King Warrant 2 does not include cashless exercise rights.

The company determined that the King Note 2 conversion feature is indexed to the Company's stock, which is an input to a fair value measurement of a fixed-for-fixed option on equity shares. Thus, the conversion feature of the King Note 2 meets the scope exception under FASB ASC 815-40-15-7 and treatment under ASC 470-20 – Debt with Conversion and Other Options is appropriate. As a result, Tthe Company first allocated King Note 2 principal between the King Note 2 and the King Warrant 2 based upon their relative fair values. The estimated fair value of the King Warrant 2 was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $0.19 per share; estimated volatility – 158%; 3-year risk free interest rate – 1.26%; expected dividend rate - 0% and expected life - 3 years. This resulted in allocating $16,292 to the King Warrant 2 and $33,708 to the King Note 2. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the King Note 2 and the total price to convert based on the effective conversion price. The calculated intrinsic value was negative $9,958. As this amount resulted in a total debt discount that was less than the King Note 2 proceeds, the Company did not recognize any debt discount related to a BCF. The resulting $16,292 discount is being accreted over the 12 month term of the King Note 2.

The King Notes and King Warrants were issued by the Company under the exemption from registration afforded by Section 4(a)(2) of the Securities Act, as amended and/or Regulation D promulgated thereunder, as the securities were issued to accredited investors, without a view to distribution, and were not issued through any general solicitation or advertisement.

During the three months ended March 31, 2016, the Company recognized $2,196 of interest expense and $16,216 of accretion related to the debt discount related to both King Notes

Financing with C. Lawrence Rutstein, Chairman

On November 6, 2015, the Company issued an 8% Promissory Note (the "Rutstein Note") to C. Lawrence Rutstein, Chairman of the Board of the Company ("Mr. Rutstein ") in the amount of $250,000. The Rutstein Note was issued pursuant to the terms of a Promissory Note dated as of the same date. The Rutstein Note bears interest at the rate of 8% per annum and the principal and interest is due and payable in 180 days on May 4, 2016, or upon the consummation of a financing with gross proceeds to the Company of no less than $1,000,000.

In consideration for the financing, the Company issued Mr. Rutstein a Common Stock Purchase Warrant (the "Rutstein Financing Warrant"), dated as of November 13, 2015, for 500,000 shares of the Company's common stock, which is exercisable in whole or in part, for an exercise price equal to $0.50 per share. The Rutstein Financing Warrant terminates four years from the date of issuance. The exercise price and number of shares of the Company's common stock issuable under the Rutstein Financing Warrant are subject to adjustments for stock dividends, splits, combinations and certain other events as set forth in the Rutstein Financing Warrant.

The Company allocated Rutstein Note principal between the Rutstein Note and the Rutstein Financing Warrant based upon their relative fair values. The estimated fair value of the Rutstein Financing Warrant was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $1.15 per share; estimated volatility – 149%; 3-year risk free interest rate – 1.20%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $169,459 to the Rutstein Financing Warrant and $80,541 to the Rutstein Note. The resulting $169,459 discount is being accreted over the six month term of the Rutstein Note.

During the three months ended March 31, 2016, the Company recognized $5,080 of interest expense and $84,730 of accretion related to the debt discount. Additionally, the Company repaid $2,500 of accrued interest.

NOTE 6 – STOCKHOLDERS' EQUITY

Preferred and Common Stock

As of ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015, there were 5165,~~175~~888,~~254~~923 and 152,~~502~~268,~~477~~504 shares of common stock outstanding, respectively. As of ~~September~~March 3031, 2016 and December 31, 2015 there were 17,999,995 shares of Series A Preferred Stock and 1,435,598 shares of Series B Preferred Stock outstanding. Noconvertible ~~preferred~~into common stock ~~was~~at ~~outstanding~~a asratio of ~~December 31, 2014~~one-for-one. All share and per share amounts have been retrospectively restated to reflect the one-for-thirty reverse stock split affected January 16, 2015.

19During the three months ended March 31, 2016, the Company issued preferred stock and common stock as follows:

~~During~~ ·Issued ~~the~~220,419 ~~nine~~shares ~~months~~of ~~ended~~restricted ~~September~~common stock and recognized $30,000 ~~2015,~~of stock compensation expense in exchange for services valued at the ~~Company~~fair ~~issued~~value ~~preferred~~of ~~stock~~services performed. ·Issued 2,000,000 shares and ~~common~~became ~~stock~~obligated asto ~~follows:~~issue another 500,000 shares pursuant to the Bridge Note Offering.

·Each ~~Issued~~share ~~30,748,969 shares~~ of ~~restricted common stock, 27,212,694 shares of~~ Series A Preferred ~~Stock~~shall: ~~and~~(i) ~~4,000,000~~have ~~shares of Series B Preferred Stock to purchase MMP, LLC in~~ a ~~share~~par ~~exchange~~value ~~for 100%~~ of ~~the~~$0.001 ~~Member~~per ~~interests in MMP~~share, ~~LLC~~(ii) ~~accounted~~rank ~~for~~on ~~under~~parity ~~ASC~~with ~~805-40,~~the ~~"Reverse~~Company's ~~Acquisitions". · Issued 11,777,101 shares of~~ common stock ~~upon~~and ~~the~~any ~~1:1~~class ~~conversion~~ of ~~9,212,699~~series ~~shares~~ of ~~Series~~capital ~~A preferred~~ stock ~~and~~hereafter 2created,~~564,402~~ ~~shares~~and of(iii) ~~Series~~be Bconvertible ~~preferred~~into ~~stock.~~one ·share ~~Issued 2,252,250 shares~~ of ~~restricted~~ common stock toat ~~Alan Beck for~~ the ~~purchase~~option of ~~100%~~the ofholder ~~common~~until ~~stock~~January ~~issued and outstanding of Funmap~~1, ~~See~~2017 ~~"NOTE~~after 7which –the ~~BUSINESS~~right ~~COMBINATIONS,~~to ~~Columbia~~convert ~~Funmap,~~to ~~Inc.~~common ~~Acquisition"~~stock ~~below for more information~~ceases. ·Holders ~~Issued 2,750,000 shares~~ of ~~restricted common stock pursuant to~~ the ~~Asset~~Series ~~Purchase~~A ~~Agreement~~Preferred ~~between~~are ~~the~~entitled ~~Company and RND Enterprises, Inc. See "NOTE 7 – BUSINESS COMBINATIONS, RND Enterprises, Inc. Asset Purchase" · Became contractually obligated~~ to ~~issue~~vote ~~14,400,000~~on ~~shares~~all ofmatters ~~restricted~~submitted ~~common stock pursuant~~ to the ~~membership interest purchase agreement between the~~ Company's ~~and~~stockholders ~~New Frontiers Media Holdings, LLC. The shares were valued at $4,230,000~~ and ~~issued~~are ~~subsequent~~entitled to ~~September~~such ~~30,~~number ~~2015. See "NOTE 7 – BUSINESS COMBINATIONS, New Frontiers Media Holdings, LLC" · Issued 1,644,457 shares~~ of ~~restricted~~votes ~~common~~as ~~stock~~is ~~and~~equal ~~recognized~~to ~~$1,627,240~~twice ~~of stock compensation expense in exchange for services valued at~~ the ~~fair~~number ~~value~~ of ~~services performed. · Issued 500,000~~ shares toof ~~Maxim~~Series ~~Group,~~A ~~LLC~~Preferred asstock ~~placement~~such ~~agent~~holder ~~pursuant to an engagement agreement for the public offering of common stock~~owns. The ~~shares~~holders ~~were valued at $595,000 and capitalized until the closing~~ of anSeries ~~offering~~A atPreferred ~~which~~stock ~~time~~are ~~the~~not ~~asset~~entitled ~~will be reclassified~~ to ~~equity.~~any Individends ~~addition,~~declared by the Company ~~paid~~nor ~~Maxim~~do asuch ~~non-refundable~~holders ~~fee~~have ofany ~~$25,000~~liquidation ~~also~~preferences ~~capitalized~~or ~~until~~any ~~the~~other ~~closing~~asset ofdistribution anrights ~~offering~~as atit ~~which~~relates ~~time~~to the ~~asset will be reclassified to equity~~Company.

Each share of Series A Preferred shall: (i) have a par value of $0.001 per share, (ii) rank on parity with the Company's common stock and any class of series of capital stock hereafter created, and (iii) be convertible into one share of common stock at the option of the holder until January 1, 2017 after which the right to convert to common stock ceases. Holders of the Series A Preferred are entitled to vote on all matters submitted to the Company's stockholders and are entitled to such number of votes as is equal to the number of shares of Series A Preferred stock such holder owns. The holders of Series A Preferred stock are not entitled to any dividends declared by the Company nor do such holders have any liquidation preferences or any other asset distribution rights as it relates to the Company.25

Each share of Series B Preferred shall: (i) have a par value of $0.001 per share, (ii) rank on parity with the Company's common stock and any class of series of capital stock hereafter created, but not higher than the Series A Convertible Preferred Stock, and (iii) be convertible into one share of common stock at the option of the holder until January 1, 2017 after which the right to convert to common stock ceases. Holders of the Series B Preferred have no voting rights, are not entitled to any dividends declared by the Company or have any liquidation preferences or any other asset distribution rights as it relates to the Company.

Common Stock Warrants

Each of the Company's warrants outstanding entitles the holder to purchase one share of the Company's common stock for each warrant share held. A summary of the Company's warrants outstanding and exercisable as of ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015 is as follows:

	Number of Warrants as of
		Number of Warrants as of:
	September 30, 2015		December 31, 2014			Exercise Price			Date of Issuance	Expiration Date
		March 31, 2016			December 31, 2015			Exercise Price			Date of Issuance	Expiration Date
(1)	7,633,342			-		$	0.75		2015	2020
(1	)		7,633,342			7,633,342		$	0.75		2015	2020
(2)	1,000,000			-		$	0.50		August 21, 2015	August 21, 2021
(2	)		800,000			800,000		$	0.75		April 15, 2015	March 20, 2019
(3)	800,000			-		$	0.75		April 15, 2015	March 20, 2019
(3	)		1,500,000			1,500,000		$	0.30		June 30, 3015	June 30, 2020
(4)	1,500,000			-		$	0.30		July 29, 2015	July 29, 2020
(4	)		1,500,000			1,500,000		$	0.30		July 29, 2015	July 29, 2020
(4)	1,500,000			-		$	0.30		July 29, 2015	July 29, 2020
(4	)		1,500,000			1,500,000		$	0.30		July 29, 2015	July 29, 2020
	12,433,342			-
(5	)		1,000,000			1,000,000		$	0.50		August 21, 2015	August 21, 2021
(6	)		125,000			125,000		$	0.75		October 29, 2015	October 29, 2019
(7	)		500,000			500,000		$	0.50		November 6, 2015	November 6, 2019
(8	)		1,750,000			1,750,000		$	0.50		November 18, 2015	November 18, 2021
(9	)		500,000			500,000		$	0.50		November 13, 2015	November 13, 2019
(10	)		176,000			176,000		$	0.30		December 15, 2015	December 15, 2020
(11	)		166,667			-		$	0.40		January 6, 2016	January 6, 2019
			17,151,009			16,984,342

_____________

(1) Issued to various parties pursuant to the securities purchase agreement and 9% Convertible Notes. These warrants are accounted for at fair value and remeasured at each reporting period, See "NOTE 4 – DEBT" for more information.

(1)	Issued to various parties pursuant to the securities purchase agreement and 9% Convertible Notes. These warrants are accounted for at fair value and remeasured at each reporting period as described under "NOTE 4 – DEBT and Related liabilities".

(2)	Issued pursuant to prior financings with fixed conversion price, no down-round protection and included in equity.

~~(2) Issued to Lincoln Park Capital Fund, LLC pursuant to that Senior Convertible Promissory Note dated August 21, 2015 as described under "NOTE 4 – DEBT".~~26

(3) Issued pursuant to prior financings with fixed conversion price, no down-round protection and included in equity.

(3)	The Company issued 1.5 million common stock purchase warrants to C. Lawrence Rutstein pursuant to a consulting agreement entered into on June 30, 2015. The consulting agreement has a term of 24 months with compensation solely in the form of 1.5 million warrants. The warrant includes Piggyback registration rights, cashless exercise, 5 year life, $0.30 exercise price. The warrants were evaluated for equity or liability accounting. Based on their terms, they are treated as equity. The fair value of the warrants was $0.271 as calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $.30 per share; estimated volatility - 147%; risk free interest rate - 1.63%; expected dividend rate - 0% and expected life - 5 years. Pursuant to ASC 505-50-25, Equity-based Payments to Non-Employees, the resulting total compensation expense of $406,500 was recorded as an increase to additional paid-in capital and deferred compensation and will be recognized ratably over the 24 month consulting term, or $50,813 per quarter unless exercised within 24 months at which time the unamortized pro rata compensation expense will be recognized.

(4)	The Company issued 3.0 million common stock purchase warrants, or 1.5 million each to Patrick Kolenik and Carry W Sucoff, pursuant to a consulting agreement entered into by each individual on July 29, 2015. The consulting agreements are identical and have a term of 24 months with compensation solely in the form of 1.5 million warrants each. Both warrants contain identical terms including Piggyback registration rights, cashless exercise, 5 year life, $0.30 exercise price and shares of warrant stock cannot be sold prior to February 1, 2016 unless any of the shares owned or controlled by Robert Blair or TBG Holdings, or any of their affiliates, are sold, or are included in a registration statement for resale during that period. The warrants were evaluated for equity or liability accounting. Based on their terms, they are treated as equity. The fair value of the warrants was $0.274 as calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $.30 per share; estimated volatility - 152%; risk free interest rate - 1.62%; expected dividend rate - 0% and expected life - 5 years. Pursuant to ASC 505-50-25, Equity-based Payments to Non-Employees, the resulting total compensation expense of $822,000 was recorded as an increase to additional paid-in capital and deferred compensation and will be recognized ratably over the 24 month consulting term, or $102,750 per quarter unless exercised within 24 months at which time the unamortized pro rata compensation expense will be recognized.

(5)	Issued to Lincoln Park Capital Fund, LLC pursuant to that Senior Convertible Promissory Note dated August 21, 2015 as described under "NOTE 4 – DEBT and Related liabilities".

(6)	Issued to Terry King pursuant to the King Note as described under "NOTE 4 – DEBT and Related liabilities".

(7)	The Rutstein Financing Warrant Issued to Lawrence Rutstein, Chairman, pursuant to the Rutstein Note as described under "NOTE 4 – DEBT and Related liabilities".

(8)	On November 18, 2015, the Company issued to C. Lawrence Rutstein, Chairman of the Board, a warrant to purchase 1,750,000 shares of common stock in consideration for his services as a member of the Company's board of directors. The warrant has an exercise price of $0.50 per share and becomes exercisable with respect to one-third (1/3) of the total shares subject to the warrant (approximately 583,333 shares of common stock) on each of the following dates (i) November 18, 2015, which is the date of issuance, (ii) first anniversary of the date of issuance, and (iii) the second anniversary of the date of issuance. If at any time while there are shares subject to the warrant that are outstanding the Company is sold to a third party, whether through a stock sale or a sale of substantially all of its assets or in one or more transactions, all shares subject to the warrant fully vest and become exercisable. The warrant terminates on the fourth (4th) anniversary of the applicable vesting date with respect to each tranche of shares subject to the warrant that vest as described above. The warrants were evaluated for equity or liability accounting. Based on their terms, they are treated as equity. The fair value of the warrants was $0.249 as calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $.30 per share; estimated volatility - 149%; risk free interest rate - 1.69%; expected dividend rate - 0% and expected life - 4 years. The resulting total compensation expense of $435,750 will be expenses according to the vesting schedule described above.

(9)	On November 13, 2015, the Company issued to Mark Friedman, Director, warrants to purchase 500,000 shares of Common Stock on November 13, 2015, in consideration for services performed to date as a member of the Company's Board of Directors. The warrants have a term of 4 years and an exercise price of $0.40 per share. The warrants were evaluated for equity or liability accounting. Based on their terms, they are treated as equity. The fair value of the warrants was $0.254 as calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $.30 per share; estimated volatility - 149%; risk free interest rate - 1.67%; expected dividend rate - 0% and expected life - 4 years. The resulting total compensation expense of $127,000 was expensed on the date of issuance.

(10)	The Firstfire Warrant Issued to Firstfire, pursuant to the Firstfire Note as described under "NOTE 4 – DEBT and Related liabilities".

(11)	King Warrant 2 issued on January 6, 2016 in connection with the King Note 2 issued on the same date as described under "NOTE 4 – DEBT and Related liabilities".

~~(4) The~~No ~~Company issued 3.0 million common stock purchase~~ warrants, orwere ~~1.5 million each to Patrick Kolenik and Carry W Sucoff~~exercised, ~~pursuant to a consulting agreement entered into by each individual on July 29~~expired, ~~2015.~~canceled The consulting agreements are identical and have a term of 24 months with compensation solely in the form of 1.5 million warrants each. Both warrants contain identical terms including Piggyback registration rights, cashless exercise, 5 year life, $0.30 exercise price and shares of warrant stock cannot be sold prior to February 1, 2016 unless any of the shares owned or ~~controlled~~repriced ~~by Robert Blair or TBG Holdings, or any of their affiliates, are sold, or are included in a registration statement for resale~~ during ~~that period. The warrants were evaluated for equity or liability accounting. Based on their terms, they are treated as equity. The fair value of~~ the ~~warrants~~three ~~was~~months ~~$0.274~~ended asMarch calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $.30 per share; estimated volatility - 152%; risk free interest rate - 1.62%; expected dividend rate - 0% and expected life - 5 years. The resulting total compensation expense of $82231,~~000~~ was recorded as an increase to additional paid-in capital and deferred compensation and will be recognized ratably over the 24 month consulting term, or $102,750 per quarter unless exercised within 24 months at which time the pro rata compensation expense will be recognized2016.

~~No warrants were exercised, expired, canceled or repriced during the nine months ended September 30, 2015.~~ 27

NOTE 6 – MERGER

On January 9, 2015, Multimedia Platforms, Inc. (formerly Sports Media Entertainment Corp.) (the "Company", "Registrant" and "Legal Acquirer") entered into a Share Exchange Agreement (the "Merger"), between and among the Company and Multimedia Platforms, LLC, a Florida Limited Liability Corporation ("Accounting Acquirer"), all the members of MMP LLC (the "Members"), Harrison Holdings, LLC and Amalfi Coast Capital (collectively, the "Debt Holders"). Pursuant to the Merger, the Registrant was (i) to issue to the Debt Holders a total of 4,000,000 shares of Series B Convertible Preferred stock in exchange for all the indebtedness of the Company totaling approximately $688,138 as of December 31, 2014; issue (ii) 21,320,832 shares of restricted common stock and (iii) 34,390,199 shares of Series A Convertible Preferred stock (collectively, the "Merger Shares") to the Members in exchange for 100% of the Members interest in MMP LLC. The Merger Shares were adjusted such that 30,748,969 shares of restricted common stock, 27,212,694 shares of Series A Convertible Preferred stock and 4,000,000 shares of Series B Convertible Preferred stock were ultimately issued. The share issuances represent approximately 97.6% of the total issued and outstanding shares of preferred and common stock of the Registrant post-closing. As a result, the Company (i) became the 100% parent of MMP LLC; (ii) assumed the operations of MMP LLC; (iii) changed its name from Sports Media Entertainment Corp. to Multimedia Platforms, Inc.; and (iv) experienced a change in control.

The terms and conditions of the Merger give rise to reverse merger accounting whereby MMP LLC is deemed the acquirer for accounting purposes. Consequently, the assets and liabilities and the historical operations of MMP LLC prior to the Merger are reflected in the financial statements and have been recorded at the historical cost basis of MMP LLC. Our financial statements include the assets and liabilities of both the Company and MMP LLC. The Merger was accounted for under recapitalization accounting whereby the equity of MMP LLC is presented as the equity of the combined enterprise and the capital account of MMP LLC is adjusted to reflect the par value of the outstanding stock of the Legal Acquirer after giving effect to the number of shares issued in the Merger (27,212,694 Series A Preferred, 4,000,000 Series B Preferred and 30,748,969 restricted common shares). Shares retained by the Legal Acquirer (1,502,477 common shares) are reflected as an issuance as of the reverse merger date (February 2, 2015) for the historical amount of the net liabilities of the Company.

NOTE 7 – BUSINESS COMBINATIONS

The Company acquired three businesses during the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2015. Business combinations are accounted for using the acquisition method, and the results of each of those acquired businesses are included in the ~~condensed~~ consolidated financial statements beginning on the respective acquisition date. Acquisition method accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Estimates of fair value included in the ~~condensed~~ consolidated financial statements, in conformity with ASC No. 820, "Fair Value Measurements and Disclosures" ("ASC 820"), represent the Company's best estimates. The fair value of consideration transferred in business combinations is allocated to the tangible and intangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. The following estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially. The allocations of the acquisition price for recent acquisitions have been prepared on a preliminary basis, and changes to those allocations may occur as a result of final working capital adjustments and tax return filings. Acquired goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The Company paid these premiums for a number of reasons, including growing the Company's merchant and customer base, acquiring assembled workforces, expanding its presence in national markets and expanding and advancing its product offerings. The goodwill from these business combinations is generally not deductible for tax purposes.

Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. In accordance with ASC 805 "Business Combinations", if additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including finalization of asset appraisals, the Company will refine its estimates of fair value to allocate the purchase price more accurately.

Columbia Funmap, Inc. Acquisition

The Company accounted for the purchase using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Estimates of fair value included in the consolidated financial statements, in conformity with ASC No. 820, "Fair Value Measurements and Disclosures" ("ASC 820"), represent the Company's best estimates using industry data and trends and by reference to relevant market rates and transactions. The following estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially.

Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. In accordance with ASC 805, if additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimates of fair value to allocate the purchase price more accurately.

On February 27, 2015, the Company entered into a Securities Purchase Agreement with, Columbia Funmap, Inc., a New Jersey Corporation, and Alan H. Beck, the President of Funmap for the purchase of 100% of common stock issued and outstanding of Funmap. The closing of the Securities Purchase Agreement occurred on February 27, 2015. The acquisition of Funmap will allow the Company to gain a distribution foothold in 35 metropolitan areas in North America and acquire control of a respected and vital travel tool for GLBT travelers, including the website www.gayosphere.com.

The table below summarizes the ~~preliminary~~ estimates of fair value of the Funmap assets acquired and liabilities assumed as of the acquisition date. The net enterprise value of Funmap was valued at $3,~~479~~467,~~834~~488 which represented both the restricted common stock and notes issued by the Company for its 100% interest. Upon closing, the final purchase price consisted of the assumption of $93,968 of liabilities, issuance of 2,160,000 shares of restricted common stock to Mr. Beck, repayment of related party debt of $87,888 by issuing 92,250 shares of restricted common stock to Mr. Beck, and a note to Mr. Beck totaling $10,000. Additionally, the Company entered into a consulting agreement with Mr. Beck under which Mr. Beck will act as a national sales manager. The agreement has a term of 36 months, provides compensation of $5,000 per month plus 15% of cash collected for print sales sold directly by Consultant; plus a 3% override on print sales of FunMaps™; plus 20% of collected online sales made by Consultant, personally.

~~The preliminary purchase price allocation is as follows:~~28

Net tangible assets acquired and liabilities assumed:
Cash and cash equivalents		$	17,240
Accounts receivable			64,382
Accounts payable			(22,193	)
Loans			(3,000	)
Credit cards			(6,830	)
Line of credit			(61,945	)
Subtotal Funmap net liabilities assumed						(12,346	)
Amount of purchase price allocated to goodwill						3,479,834
Net assets acquired					$	3,467,488
Consideration paid:
2,160,000 shares of common stock	1)	$	3,369,600
92,250 shares of common stock issued for related party loans			87,888
Issuance of note			10,000
Total consideration					$	3,467,488

The purchase price allocation is as follows:

Cash and cash equivalents		$	17,240
Accounts receivable			64,382
Accounts payable			(22,193	)
Loans			(3,000	)
Credit cards			(6,830	)
Line of credit			(61,945	)
Subtotal Funmap net liabilities assumed			(12,346	)
Amount of purchase price allocated to goodwill			3,479,834

Net assets acquired		$	3,467,488

Consideration paid:
2,160,000 shares of common stock	1)	$	3,369,600
92,250 shares of common stock issued for related party loans			87,888
Issuance of note			10,000

Total consideration		$	3,467,488

________

1)	The fair value of the 2,160,000 ordinary shares issued as part of the consideration paid for Funmap was determined on the basis of our stock price on the acquisition date.

RND Enterprises Inc. Asset Purchase

On June 17, 2015, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") with RND Enterprises, Inc. ("RND"), a New York company, pursuant to which the Company purchased substantially all of the assets of RND from its sole shareholder Mr. David Moyal, for a purchase price of $1,000,000, consisting of $200,000 in cash and $800,000 in shares of common stock. Immediately prior to the transaction, the 5% shareholder of RND transferred all his interests in RND to Mr. Moyal for nominal amount. In consideration, the Company agreed to pay to the minority shareholder $30,000 in cash and issue 750,000 shares of common stock valued at $0.40 per share. In aggregate, the Company completed the acquisition transaction for an amount equal to $1,330,000, consisting of $230,000 in cash payable at closing and $1,100,000 in the restricted shares of the Company's common stock, valued at $0.40 per share for a total of 2,750,000 shares. The transaction ~~was~~ closed on June 17, 2015. RND is engaged in the business of publishing an LGBT culture magazine known as Next Magazine. The Company accounted for the purchase using the acquisition method of accounting.

The Company accounted for the purchase using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Estimates of fair value included in the consolidated financial statements, in conformity with ASC 820, represent the Company's best estimates using industry data and trends and by reference to relevant market rates and transactions. The following estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially.

Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. In accordance with ASC 805, if additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimates of fair value to allocate the purchase price more accurately.

The table below summarizes the preliminary estimates of fair value of the RND assets acquired and liabilities assumed as of the acquisition date. The net enterprise value of the net assets purchased was valued at $1,330,000 which represented both the cash paid and restricted common stock issued by the Company.

The preliminary purchase price allocation is as follows:

Assets		$	-
Liabilities
Amount of purchase price allocated to intangibles			1,330,000
Net assets acquired		$	1,330,000

Consideration paid:
2,750,000 shares of common stock	1)	$	1,100,000
Cash at closing			230,000
Total consideration		$	1,330,000

__________

1)	The fair value of the 2,750,000 common stock issued as part of the consideration paid was determined to be $0.40 per share which is consistent with the price paid per share of $0.30 included in our 9% Convertible Promissory Notes.

New Frontiers Media Holdings, LLCAcquisition

On September 8, 2015, Multimedia Platforms, Inc. entered into that certain membership interest purchase agreement, dated as of September 8, 2015, with Mr. Michael A. Turner, the sole member of New Frontiers Media Holdings, LLC, a Delaware limited liability company, to purchase 100% of the membership interests of Frontiers Media (such agreement, together with all schedules, exhibits and attachments thereto, the "Purchase Agreement"). Pursuant to the Purchase Agreement, the Company paid the purchase price equal to $500,000 in cash, consisting of $250,000 payable at the closing date and the remaining $250,000 in the form of a promissory note accruing interest of 4.5% payable at the earlier of March 31, 2016 or the closing of an underwritten offering of not less than $3,000,000. In addition, ~~the~~ Mr. Turner shall also receive an aggregate of 14,400,000 shares of the Company's common stock, of which 3,000,000 shares of common stock shall be placed in escrow to be released upon achieving certain milestones. The Shares ~~were~~are being issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended.

24Additionally, on September 8, 2015, the Board of Directors (the "Board") of the Company appointed Mr. Turner as a member of the Board and President of Media Ventures Division of the Company. Mr. Turner will also remain as the President and Chairman of Frontiers Media. Under the Employment Agreement, Mr. Turner is entitled to an annual salary of $150,000 until the Company completes the closing of any underwritten offering of $3,000,000 or more, in which case, Mr. Turner's annual salary will be increased to $250,000. Pursuant to the Employment Agreement, Mr. Turner is eligible for an annual bonus to be determined by the Board and to participate in any other incentive plans (cash or equity) and employee benefits subject to the applicable terms of such plans or arrangements.

~~Additionally,~~The Ontable ~~September~~below 8,summarizes ~~2015,~~ the ~~Board~~preliminary estimates of ~~Directors~~fair ~~(the~~value ~~"Board")~~ of the ~~Company~~Frontiers ~~appointed~~Media ~~Mr.~~assets ~~Turner~~acquired ~~as a member of the Board~~ and ~~President~~liabilities ofassumed ~~Media~~as ~~Ventures Division~~ of the ~~Company.~~acquisition Mrdate. ~~Turner~~The ~~will~~net ~~also~~enterprise ~~remain~~value ~~as the President and Chairman~~ of Frontiers Media. ~~Under~~was ~~the~~valued ~~Employment~~at ~~Agreement~~$4,730,000 ~~Mr.~~which ~~Turner~~represented isboth ~~entitled~~the torestricted ancommon ~~annual~~stock ~~salary~~and ofnotes ~~$150,000~~issued ~~until~~by the Company ~~completes~~for ~~the~~its ~~closing~~100% ofinterest. ~~any~~Due ~~underwritten~~to ~~offering~~the lack of ~~$3,000,000~~liquidity orand ~~more,~~volume in ~~which~~our ~~case,~~common ~~Mr.~~stock ~~Turner's~~and ~~annual~~significant ~~salary~~share ~~will~~issuance ~~be increased~~ to ~~$250,000~~Mr. ~~Pursuant~~Turner, to the ~~Employment~~market ~~Agreement,~~price ~~Mr. Turner~~of isour ~~eligible~~common ~~for~~stock anis ~~annual~~not ~~bonus~~an toaccurate begauge ~~determined~~of byits ~~the~~value. ~~Board~~Thus, ~~and~~management tohas ~~participate~~assessed inthe ~~any~~fair ~~other~~value ~~incentive~~based ~~plans~~on ~~(cash~~recent orissuances ~~equity)~~of ~~and~~convertible ~~employee~~notes ~~benefits~~with ~~subject~~a to$0.30 ~~the~~conversion ~~applicable terms of such plans or arrangements~~price.

The Employment Agreement provides for severance payments in the event the Company does not renew the Employment Agreement or the Company terminates Mr. Turner's employment without "Cause," Mr. Turner terminates his employment for "Good Reason" (or as a result of death or Permanent Disability) (each capitalized term as defined in the Employment Agreement). Mr. Turner's severance payment consists of a cash amount equal to the amount of base salary Mr. Turner would be entitled to based on the current year's base salary for one year following his termination. If Mr. Turner's employment is terminated due to non-renewal of the Employment Agreement by Mr. Turner, voluntary resignation by Mr. Turner without Good Reason or for Cause by the Company, then no severance is due to Mr. Turner under the Employment Agreement. The Employment Agreement contains restrictive covenant provisions applicable to Mr. Turner during his employment with the Company and for a specified period following his termination of employment in certain circumstances.30

The Company accounted for the purchase using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Estimates of fair value included in the consolidated financial statements, in conformity with ASC 820, represent the Company's best estimates using industry data and trends and by reference to relevant market rates and transactions. The following estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially.

Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. In accordance with ASC 805, if additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimates of fair value to allocate the purchase price more accurately.

The table below summarizes the preliminary estimates of fair value of the Frontiers Media assets acquired and liabilities assumed as of the acquisition date. The net enterprise value of Frontiers Media was valued at $4,730,000 which represented both the restricted common stock and notes issued by the Company for its 100% interest. Due to the lack of liquidity and volume in our common stock and significant share issuance to Mr. Turner, the market price of our common stock is not an accurate gauge of its value. Thus, management has assessed the fair value based on recent issuances of $2,635,000 of convertible notes with a $0.30 conversion price.

The preliminary purchase price allocation is as follows:

Net tangible assets acquired and liabilities assumed:
Cash and cash equivalents		$	~~(21,396~~	)$	(21,396	)
Accounts receivable			~~144,954~~		144,954
Other assets			~~33,773~~		33,773
PP&E			~~26,000~~		26,000
Deposits			~~9,120~~		9,120
Client list			~~500,000~~		500,000
MMP advances			~~(19,004~~	)	(19,004	)
Loans			~~(195,000~~	)	(195,000	)
Accounts payable and accrued liabilities			~~(402,644~~	)	(402,644	)
Subtotal Frontiers net liabilities assumed				$	75,803	$	~~75,803~~
Amount of purchase price allocated to goodwill					4,654,197		~~4,654,197~~
Net assets acquired				$	4,730,000	$	~~4,730,000~~
Consideration paid:
Consideration:
11,400,000 shares of common stock	1)	$1)	~~3,420,000~~	$	3,420,000
3,000,000 contingent shares	1)	1)	~~810,000~~		810,000
Issuance of note			~~250,000~~		250,000
Cash paid			~~250,000~~		250,000
Total consideration				$	4,730,000	$	~~4,730,000~~

1) The fair value of the 11,400,000 ordinary shares issued as part of the consideration paid for Frontiers Media was determined on the basis of our convertible promissory notes $0.30 conversion price. The 3,000,000 contingent shares were placed into escrow and will be released to Mr. Turner upon achieving certain milestones. These shares were valued based on a 90% probability that the related milestones would be met.___________

The fair value of the 11,400,000 ordinary shares issued as part of the consideration paid for Frontiers Media was determined on the basis of our convertible promissory notes $0.30 conversion price. The 3,000,000 contingent shares placed into escrow will be released to Mr. Turner upon achieving certain milestones. These shares were valued based on a 90% probability that the related milestones would be met.

Pro Forma Adjusted Summary

The results of operations for ~~FUMNAP~~Funmap, RND and Frontiers Media have been included in the ~~condensed~~ consolidated financial statements subsequent to their acquisition dates. Under the acquisition method of accounting, the total purchase price was allocated to the tangible and intangible assets acquired on the basis of their respective estimated fair values at the dates of acquisition. The valuation of the identifiable intangible assets and their useful lives acquired reflects management's estimates.

2631

The following schedule presents unaudited consolidated pro forma results of operations data as if the acquisitions had occurred on January 1, 2014. This information does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company:

	Three Months Ended
	September 30,
		2015			2014
Net revenue		$	717,652		$	823,078
Gross profit			265,549			381,765
Operating costs			(1,498,475	)		(830,227	)
Stock compensation			(576,750	)		-
Interest expense			(404,715	)		-
Change in fair value of derivatives			(175,057	)
Net income (loss)		$	(2,389,448	)	$	(448,462	)

	Three Months Ended
	March 31,
	2016			2015
Net revenue	$	1,278,610		$	763,590
Gross profit		318,518			373,000
Operating costs		(1,613,102	)		(535,798	)
Stock compensation		(253,031	)		(972,049	)
Impairment of goodwill		-			(2,729,834	)
Interest expense		(140,158	)		(26,610	)
Accretion of debt discount		(709,118	)		(10,285	)
Change in fair value of derivatives		320,360			(2,630,462	)
Net income (loss)	$	(2,076,531	)	$	(6,532,038	)

	Nine Months Ended
	September 30,
		2015			2014
Net revenue		$	2,387,756		$	2,742,762
Gross profit			1,145,247			1,541,748
Operating costs			(3,835,388	)		(2,270,249	)
Stock compensation			(1,729,989	)		-
Goodwill impairment			(2,729,834	)		-
Interest expense			(637,279	)		-
Change in fair value of derivatives			(8,566,231	)		-
Net (loss)		$	(16,353,474	)	$	(728,501	)

All expenditures incurred in connection with the acquisitions were expensed and are included in selling, general and administrative expenses. The Company impaired $2,729,834 of goodwill related to the Funmap purchase during 2015, See "NOTE 8 – GOODWILL" for additional information.

All expenditures incurred in connection with the acquisitions were expensed and are included in selling, general and administrative expenses. The Company impaired $2,729,834 of goodwill related to the Funmap purchase, See "NOTE 8 – GOODWILL" for additional information.

NOTE 8 – GOODWILL

The following table sets forth the carry value of the Company's goodwill as of ~~September~~March 3031, ~~2015~~2016:

			During the Nine Months Ended September 30, 2015
			During the Three Months Ended March 31, 2016
	Balance at December 31, 2014		Goodwill Recognized at time of Purchase		Goodwill Impaired			Balance at September 30, 2015
	Balance at December 31, 2015		Goodwill Recognized at time of Purchase		GoodwillImpaired			Balance at March 31, 2016
Funmaps	$	-750,000	$	~~3,479,834~~-	$	~~(2,729,834~~-	)	$	750,000
Next		-1,330,000		~~1,330,000~~-		-			1,330,000
Frontiers Media		-4,654,197		~~4,654,197~~-		-			4,654,197
Total	$	-6,734,197	$	~~9,464,031~~-	$	~~(2,729,834~~-	)	$	6,734,197

In accordance with FASB ASC 350, "Intangibles – Goodwill and Other," we perform goodwill impairment testing at least annually, unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess.

For purposes of reviewing impairment and the recoverability of goodwill, we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values of the reporting unit. We perform an annual impairment review at the end of each fiscal year.

OnDuring ~~March 31,~~ 2015, we performed a goodwill impairment test and estimated the fair value of our Funmap, RND and Frontiers reporting ~~unit~~units based on the income approach (also known as the discounted cash flow ("DCF") method, which utilizes the present value of cash flows to estimate fair value). The future cash flows for our Funmap reporting unit was projected based on our estimates of future revenues, operating income and other factors (such as working capital and capital expenditures). The discount rates used in our DCF method were based on a weighted-average cost of capital ("WACC") determined from relevant market comparisons, adjusted upward for specific reporting unit risks (primarily the uncertainty of achieving projected operating cash flows). A terminal value growth rate was applied to the final year of the projected period and reflected our estimate of stable, perpetual growth. We then calculated a present value of the cash flows for the reporting unit to arrive at an estimate of fair value under the income approach and then used the market approach to corroborate this value. We determined that the carry value of ~~goodwill~~the Funmap reporting unit exceeded the fair value under the income and market approach. As a result we impaired $2,729,834 as of ~~September~~December 3031, 2015. ~~based~~The onRND ~~the~~and ~~income~~Frontiers ~~approach~~reporting units' fair value was greater than their carry values.

NOTE 9 – RELATED PARTY TRANSACTIONS

A related party with respect to the Company is generally defined as any person (i) (and, if a natural person, inclusive of his or her immediate family) that holds 10% or more of the Company's securities, (ii) that is part of the Company's management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Through TBG Holdings Corporation and R3 Accounting, Timothy Hart, the Company's recently former Chief Financial Officer, provides accounting and other consulting related services to the Company. During the three ~~and nine~~ months ended ~~September~~March 3031, 2016 and 2015, the company recognized expense related to these services of $5247,~~950~~675 and $~~177~~0,~~350,~~ respectively. At ~~September~~March 3031, ~~2015~~2016, the Company owed R3 Accounting and TBG Holdings Corporation $~~108~~24,270 and $148,697, respectively, which is included on the balance sheet under "Due to related parties".

~~NOTE~~During 10the –three ~~Subsequent~~months ~~Events~~ended March 31, 2016, Alan Beck, shareholder and consultant advanced the Company $41,000 and was repaid $4,000

~~11,400,000~~During ~~shares~~the tothree bemonths ~~issued~~ended asMarch of31, ~~September 30~~2016, ~~2015~~the ~~pursuant~~Company torecognized ~~the~~$37,500 ~~Frontiers~~of ~~purchase~~cash ~~were~~compensation ~~issued~~expense infor ~~October~~Michael ~~2015~~Turner, ~~with~~President ~~the~~of ~~3,000,000~~Media ~~milestone~~Ventures ~~shares~~Division, ~~issued~~shareholder toand ~~escrow~~former Director.

28During the three months ended March 31, 2016, the Company recognized $50,000 of cash compensation expense for Lawrence Rutstein, Chairman for consulting services.

NOTE 10 – SUBSEQUENT EVENTS

Management has reviewed material events subsequent to March 31, 2016 and prior to the filing of financial statements in accordance with FASB ASC 855 "Subsequent Events".

11,400,000 shares to be issued as of September 30, 2015 pursuant to the Frontiers purchase were issued on March 2, 2016. 3,000,000 milestone shares are still in escrow pending determination as to their issuance pursuant to the Frontiers Purchase Agreement.

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

This quarterly report contains forward-looking statements including statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words "expects," "anticipates," "intends," "believes" or similar language. These forward-looking statements involve risks, uncertainties and other factors. All forward-looking statements included in this quarterly report are based on information available to us on the date hereof and speak only as of the date hereof. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. The factors discussed elsewhere in this quarterly report are among those factors that in some cases have affected our results and could cause the actual results to differ materially from those projected in the forward-looking statements.

The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this quarterly report.

Overview

~~Through~~We ~~the~~are ~~Merger~~a ~~with~~multimedia ~~Multimedia~~platform ~~Platforms,~~publishing ~~LLC, acquisition of Columbia Funmap, Inc., asset purchase of RND Enterprises, Inc.'s Next Magazine~~ and ~~recent purchase of New Frontiers Media Holdings, LLC, the Company has transformed its operations to become an industry-leading multimedia~~ technology ~~and publishing~~ company. ~~that~~We ~~integrates print media with social media~~create, ~~and related online platforms~~curate, toaggregate ~~deliver information~~ and ~~advertising~~distribute tocompelling, ~~niche~~advertiser-friendly ~~markets.~~content ~~The Company teams utilize its proven business model~~ to ~~deliver niche publications and online platforms that target one of~~ the ~~most sought-after demographics in the world~~lesbian, ~~the Lesbian~~gay, ~~Gay,~~bisexual ~~Bisexual~~ and ~~Transgender~~transgender ~~population~~ ("LGBT")~~. The~~ ~~Company has recently expanded its concept to include video and mobile applications reaching deep into the international LGBT~~ community. ~~The~~We ~~Company's~~integrate top brands include The Agenda, a Florida-based weekly LGBT newspaper covering world, national and local news and events, Guy Magazine, a weekly entertainment and lifestyle full-color publication covering the burgeoning South Florida LGBT marketplace Next Magazine, a weekly comprehensive lifestyle resource for all gay New Yorkers since 1993 and California-based Frontiers Media active in live events, digital, mobile, streaming video, print and outdoor signage, ~~and~~with issocial ~~best~~media ~~known~~and asunique ~~the~~experiential ~~publisher~~events ~~of the gay lifestyle magazine Frontiers. The Company's plan~~ to ~~interweave~~deliver ~~print, web and mobile delivery of the highest~~ quality news, lifestyle and entertainment information ~~via a variety~~ of ~~platforms~~interest ~~crosses~~to ~~all~~both ~~cultural,~~our ~~generational~~customers and ~~preferred modality barriers to reach an unprecedented audience~~advertisers.

~~Products~~Currently, our print and ~~Services~~online brands attract nearly 7.5 million readers, 4.8 million unique visitors annually and has over 200,000 social media followers, in three (3) of America's most populous LGBT markets: California, New York and Florida, and 40 cities across North America.

~~The~~Our ~~Company~~top ~~has~~brands ~~developed~~include: an advanced social media platform, The Global Agenda Network, where advertisers' social media platforms, like Facebook, Twitter, etc., are connected to an App and web portal where social media response pages respond in real time – allowing for the consumer and business to have a real-time relationship with information and content 24/7. By harnessing the power of individuals, their businesses & their relationships by merging print & social media through technology, The Company has created a diverse channel for business owners from all over the world to interact and sell their products and services to an ever-growing family of interconnected loyal readers and viewers.

~~Business~~ ·Florida ~~Strategy~~Agenda, a Florida-based weekly LGBT newspaper covering world, national and local news and events; ·Frontiers, a bi-weekly gay lifestyle magazine established nearly 35-years ago that is circulated throughout California and Nevada, offering the latest in politics, news, fashion, fitness, entertainment and travel; ·Guy magazine, a weekly entertainment and lifestyle full-color publication covering the burgeoning South Florida LGBT marketplace; ·FUNMAPS, a 33-year-old LGBT travel and leisure publishing company, producing local and regional maps in 17 cities and distributing in 40 cities across North America; and ·Next magazine, a weekly comprehensive lifestyle resource for all gay New Yorkers since 1993. ·WiRLD.com, launching in the first quarter of 2016, the first global digital media hub that will recognize and reward users for consuming our original and curated content, including news, entertainment, pop culture, lifestyle stories, social blogs, photos and premium video.

~~The~~Our ~~Company~~goal is ~~initially~~to ~~targeting~~interweave ~~the LGBT (Lesbian~~digital, ~~Gay,~~mobile ~~Bisexual,~~and ~~Transgender~~print ~~population) as a multimedia company. The Company will position its trusted technology as a leader in the LGBT community~~ to deliver ~~advertisers' messages and cutting-edge content worldwide to~~ the ~~company's~~highest ~~readers~~quality and ~~viewers~~most ~~through~~engaging ~~multiple~~news ~~delivery~~and ~~systems, which include but are not limited to websites, mobile applications,~~ entertainment ~~magazines~~information ~~and~~via ~~newspapers.~~a ~~Growth~~variety ~~will~~of beplatforms ~~achieved~~across ~~through~~all ~~strategic acquisitions and joint ventures in targeted markets. The Company has identified several targeted acquisitions that will add new markets~~cultural, ~~advertisers~~generational and ~~revenues.~~preferred ~~The~~modality ~~willingness~~barriers ~~for existing publications~~ to ~~sell~~reach ~~or JV is based in part on the rise of online only publications and also on the print media's general failure to successfully transition to~~ a ~~print/online~~potentially ~~hybrid~~unprecedented ~~revenue model~~audience. ~~The Company has done both and created a flexible online social media sharing platform that can easily be adapted to other publications.~~

2934

Our Industry

The Global lesbian, gay, bisexual and transgender (LGBT) population is estimated to be more than 400 million, with a purchasing power estimated at $3 trillion. LGBT buying power is diverse in ethnicity and socioeconomic status, and are an incredibly loyal constituency. Based on a diverse range of LGBT population estimates and more than a hundred online population samples conducted by expert research partners at Harris Interactive over the twelve years, the 2013 analysis estimates approximately 6 to 7% of the adult U.S. population as willing to self-identify as lesbian, gay, bisexual and/or transgender, or between 15-16 million adults, a figure that has risen slowly year after year. The overall United States LGBT community is projected to have a purchasing power of $850 Billon.

Competition

In our market niche, we are unique in being the only publicly traded media conglomerate. Other LBGT media companies are not considered to be competition but rather acquisition targets.

Results of Operations

Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2015~~2016 Compared With the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2014~~2015.

Revenue

~~During~~Net ~~the three months ended September 30, 2015, net~~ revenue increased $~~294~~515,~~009~~020 ~~or 204.9%~~ to $~~437~~704,~~526~~655 ~~compared to $143,517~~ during the three months ended ~~September~~March 3031, ~~2014.~~2016 ~~During the nine months ended September 30, 2015, net revenue increased $415,167 or 93.9% to $860,052~~ compared to $~~444~~189,~~885~~635 during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015. Revenue increased ~~during the three and nine months ended September 30, 2015 compared to the same period of the prior year~~ due to expanded circulation, increased sales efforts and the inclusion of revenue from acquired businesses, Columbia FunMap, ~~Next~~Inc., ~~Magazine~~RND ~~and~~Enterprises, ~~Frontiers~~Inc. ~~Media~~(i.e. ~~revenues~~Next ~~from~~Magazine) ~~the~~and ~~date~~New ofFrontiers ~~each~~Media ~~acquisition~~Holdings, LLC.

Cost of Sales and Gross Profit

~~During~~Cost ~~the three months ended September 30, 2015, cost~~ of ~~sales~~revenue increased $~~218~~569,~~467~~502 to $~~297~~686,~~112~~478 ~~compared to $78,465~~ during the three months ended ~~September~~March 3031, ~~2014.~~2016 ~~During~~compared to $116,976 during the ~~nine~~three months ended ~~September~~March 3031, 2015,. ~~cost~~Gross ofprofit ~~sales~~decreased ~~increased~~ $~~357~~54,~~450~~482 to $~~559~~18,~~496~~177 ~~compared to $202,046~~ during the ~~nine~~three months ended ~~September~~March 3031, ~~2014.~~2016 ~~Gross~~compared ~~profit~~to $72,659 during the three months ended ~~September~~March 3031, 2015. ~~was~~Gross ~~$140,414 with a gross~~ margin ofdecreased ~~32.1% compared~~ to ~~$64,872 and 45.~~2.6% ~~gross margin~~ during the three months ended ~~September~~March 3031, ~~2014.~~2016 ~~Gross~~compared ~~profit~~to 38.3% during the ~~nine~~three months ended ~~September~~March 3031, 2015. ~~was~~The ~~$300,556~~decrease ~~with~~in a gross margin ofis ~~34.9%~~the ~~compared~~result toof ~~$242~~increased production,~~839~~ distribution and 54editorial costs.6% ~~gross~~The ~~margin~~Company ~~during~~is ~~the~~currently ~~nine~~reviewing ~~months~~its ~~ended~~operations ~~September~~and ~~30,~~making ~~2014.~~operational ~~Gross~~changes ~~margins~~to ~~decreased~~more ~~due~~efficiently toallocate ~~increased~~resources ~~circulation~~ and ~~the~~improve ~~expansion~~margins. ~~into~~Margins ~~the~~may ~~central~~fluctuate ~~Florida~~in ~~market.~~the ~~The~~future ~~expansion~~due isto ~~currently~~potential ~~outpacing~~changes in the ~~sales~~mix ~~gains~~of ~~but~~products ~~this~~and ~~trend~~services isthe ~~expected~~company ~~to reverse in future quarters~~pursues.

Operating Expenses

A summary of our operating expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015 follows:

Three Months Ended
September 30, Increase /
March 31, Increase /
2015 2014 (Decrease)
2016 2015 (Decrease)
Operating expense
General and administrative $ ~~960~~661,~~129~~822 $ ~~143~~237,~~482~~906 $ ~~816~~423,~~647~~916
Sales and marketing ~~121~~272,~~583~~380 1960,~~533~~037 ~~102~~212,~~050~~343
Services - related party 7297,~~950~~675 - 7297,~~950~~675
Stock compensation 576,750 - 576,750
Stock compensation - related party 156,656 102,857 53,799
Total operating expense $ 1,731,412 $ 163,015 $ 1,568,397
Stock compensation 96,375 869,192 (772,817 )
Goodwill impairment - 2,729,834 (2,729,834 )
Total operating expense $ 1,284,908 $ 3,999,826 $ (2,714,918 )

3035

	Nine Months Ended
	September 30,				Increase /
	2015		2014		(Decrease)
Operating expense
General and administrative		1,834,342		126,013	$	1,708,329
Sales and marketing		251,558		79,552		172,006
Services - related party		197,350		-		197,350
Stock compensation		1,729,989		-		1,729,989
Goodwill impairment		2,729,834		-		2,729,834
Total operating expense	$	6,743,073	$	205,565	$	6,537,508

General and administrative ("G&A") costs include costs related to personnel, professional fees, travel and entertainment, public company costs, insurance and other office related costs and exclude stock compensation costs. G&A costs increased during the three months ended March 31, 2016 compared to the three months ended March 31, 2015 due to increases in headcount and expanse of operations as a result of the our acquisitions and increased efforts to position the Company for future growth.

~~General~~Sales and ~~administrative~~marketing ("GS&AM") costs include costs ~~related~~ to ~~personnel,~~promote ~~professional fees, travel~~ and ~~entertainment,~~sell ~~public~~our ~~company~~products ~~costs, insurance~~ and ~~other office related costs and~~ exclude stock compensation costs. GS&AM costs increased during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016 compared to the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 primarily due to ~~increases~~the inbuild ~~professional~~out ~~fees,~~of ~~outside~~our ~~services~~website, ~~personnel~~increased ~~and~~public ~~travel~~relations asefforts ~~a result of the our acquisitions~~ and ~~increased~~higher ~~efforts~~headcount compared to ~~position~~ the ~~Company~~prior ~~for~~year ~~future growth~~period.

~~Sales~~Stock ~~and marketing ("S&M") costs include costs to promote and sell our products and exclude stock~~ compensation ~~costs.~~decreased ~~S&M~~as ~~costs~~a ~~increased~~result ~~during the three and nine months ended September 30, 2015 compared to the three and nine months ended September 30, 2014primarily due to the build out~~ of ~~our~~less ~~website,~~stock ~~increased~~issued ~~public~~in ~~relations~~exchange ~~efforts~~for ~~and higher delivery and distribution costs resulting from increased volume~~services.

Stock compensation increased as a result of the issuance of common stock and warrants in exchange for services during the three and nine months ended September 30, 2015.

During the nine months ended September 30, 2015, pursuant to current GAAP guidelines, the Company recorded $3,479,834 of goodwill related to the Acquisition of Funmap. The Company performed goodwill impairment testing related to Funmap resulting in the impairment of $2,729,834 of goodwill resulting in a goodwill balance of $750,000 as of September 30, 2015.

Other Income (Expense)

Other expense was $578,952 and $9,201,721 for the three and nine months ended September 30, 2015, respectively, compared to $0 during the three and nine months ended September 30, 2014, respectively. All the elements of other expense are related to our convertible promissory notes and detachable warrants, including $38,372 and $110,849 of interest expense, $365,523 and $524,641 of accretion due to the debt discount and $175,057 and $8,566,231 related to the fair value of the notes conversion derivative liability and warrants derivative liability during the three and nine months ended September 30, 2015, respectively.

	Three Months Ended
	March 31,
	2016			2015
Other Income and (Expense)
Interest expense	$	(139,759	)	$	(26,211	)
Accretion of debt discount		(709,118	)		(10,285	)
Change in fair value of convertible notes conversion derivative liability		224,191			(1,255,461	)
Change in fair value of warrant liability		96,169			(1,375,001	)
Total other income and (expense)	$	(528,517	)	$	(2,666,958	)

All the elements of other expense relate to our convertible promissory notes and detachable warrants.

Liquidity and Capital Resources

~~During~~Our ~~the~~available three and nine month period ended September 30, 2015, because of our operating losses, we did not generate positive operating cash flows. As of September 30, 2015 we had an accumulated deficit of $16,014,354, cash on hand of $270,073 and negative working capital ~~of $561,454. As a result, we have significant short-term cash needs. These needs historically have been satisfied through proceeds from the sales of our securities~~ and~~/or~~ ~~issuance~~capital ofrequirements ~~promissory~~will ~~notes.~~depend Weupon ~~are~~numerous ~~expecting~~factors, toincluding ~~reduce~~ the ~~need~~efficient ~~for such short term financing as we build our revenues by growing our business~~ and ~~leveraging~~timely ~~the~~integration ~~synergies~~of ~~between~~ our ~~recent~~ acquisitions., ~~(See~~increase ~~"Cash~~in ~~Requirements"~~demand ~~below).~~from Inadvertisers ~~order~~for ~~to repay~~ our ~~obligations in full or in part when due~~publications, wethe ~~will~~establishment beof ~~required~~collaborative toarrangements ~~raise~~with ~~significant capital from~~ other ~~sources. There is no assurance~~organizations, ~~however,~~and ~~that~~our weability ~~will~~to beattract ~~successful~~and inretain ~~these~~key ~~efforts~~employees.

During the three months ended March 31, 2016, because of our operating losses, we did not generate positive operating cash flows. As of March 31, 2016 we had an accumulated deficit of $9,807,624, cash on hand of $132,962 and negative working capital of $5,660,806. As a result, we have significant short-term cash needs. These needs historically have been satisfied through proceeds from the sales of our securities and/or issuance of promissory notes. We are expecting to reduce the need for such short term financing as we build our revenues by growing our business and leveraging the synergies between our recent acquisitions. (See "Cash Requirements" below). In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

Cash Requirements

We had cash available of $~~270~~132,~~073~~962 as of ~~September~~March 3031, ~~2015~~2016. Based on our revenues, cash on hand and current monthly burn rate, around $200,000, we will need to continue borrowing from our shareholders and other related parties, and/or raise money from the sales of our securities, to fund operations.

Sources and Uses of Cash

~~The~~During the three months ended March 31, 2016, the Company is1) ~~conducting~~conducted a ~~private~~ bridge note offering, for up to $2400,~~500,~~000, ~~consisting~~by ofissuing 9%Units ~~Convertible~~with ~~Promissory~~each ~~Notes~~Unit ~~which~~consising ~~may be voluntarily converted into shares~~ of ~~the~~an ~~Company's~~8% ~~common~~Promissory ~~stock~~Note and ~~four-year~~250,000 ~~warrants to purchase~~ shares of ~~Company's~~restricted common stock. ~~The~~and ~~securities~~received ~~are sold as units~~$250,000; ~~with~~2) ~~each~~received ~~unit consisting of~~ a 9%term ~~Convertible~~loan ~~Note, in the principal amount~~ of $50125,000 ~~and~~repayable ~~Company~~at ~~Warrant~~the torate ~~purchase 166,667 shares~~ of ~~the~~$972.22 ~~common~~per ~~stock.~~day ~~From~~over ~~March~~180 ~~2015~~days; ~~through~~and ~~September~~3) ~~30,~~issued ~~2015,~~a ~~the~~convertible ~~Company~~promissory ~~has~~note ~~entered~~and ~~into~~166,667 ~~certain~~common ~~securities~~stock purchase ~~agreements~~warrants ~~with~~in ~~certain~~exchange ~~accredited~~for ~~investors pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and received~~ proceeds of $250,~~365,~~000.

On December 15, 2015, the Company closed a financing transaction by entering into a securities purchase agreement with Firstfire Global Opportunities Fund, LLC and sale of $176,000 convertible promissory note and 176,000 stock purchase warrants under which the Company received $150,000.

On November 6, 2015, the Company received financing from C. Lawrence Rutstein, who serves as the Chairman of the Company's Board of Directors, for an aggregate principal amount of $250,000. In consideration for the financing, the Company issued Mr. Rutstein a promissory note for the principal amount of $250,000 and a common stock purchase warrant, dated as of November 13, 2015, for 500,000 shares of the Company's common stock, which is exercisable in whole or in part, for an exercise price equal to $0.50 per share.

On October 29, 2015, the Company received financing from Terry King for an aggregate principal amount of $50,000. In consideration for the financing, the Company issued Mr. King a promissory note for the principal amount of $50,000 and a common stock purchase warrant for 125,000 shares of the Company's common stock, which is exercisable in whole or in part, for an exercise price equal to $0.75 per share.

In September 2015, the Company closed a private bridge note offering, up to $2,500,000, consisting of 9% Convertible Promissory Notes which may be voluntarily converted into shares of the Company's common stock and four-year warrants to purchase shares of Company's common stock. The securities are sold as units, with each unit consisting of a 9% Convertible Note, in the principal amount of $50,000 and Company Warrant to purchase 166,667 shares of the common stock. From March 2015 through September 30, 2015, the Company has entered into certain securities purchase agreements with certain accredited investors pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended and received proceeds of $2,365,000.

On August 21, 2015, the Company issued a Senior Convertible Note to Lincoln Park in the amount of $300,000. The Senior Convertible Note was issued pursuant to the terms of a Securities Purchase Agreement dated as of the same date. The Senior Convertible Note bears interest at the rate of 5% per annum (or 18% upon the occurrence of an event of default) and the principal and interest is due and payable in full on December 31, 2016.

The Company has been able to satisfy short term needs through the sale of securities to individual accredited investors~~, over the past year~~. Even though management has had success in the past in generating funds from these sundry sources of capital, there can be no assurance or certainties that we will be successful in procuring these types of proceeds in the future.

ToCash ~~enhance~~used ~~our~~in ~~long~~operating ~~term~~activities ~~objectives~~was $266,421 for ~~growth~~the ~~and~~three ~~profitability~~months weended ~~have~~March ~~recently~~31, ~~entered into a placement agent agreement with Maxim Group~~2016, ~~LLC~~as compared to ~~raise gross proceeds of approximately~~ $5236,580 ~~million~~during ~~through~~the athree ~~best-efforts~~months ~~registered~~ended ~~offering~~March ~~our~~31, ~~common stock~~2015. ~~We expect to complete this offering in early 2016.~~

~~Cash used in operating activities was $1,893,200 for the nine months ended September 30, 2015, as compared to $21,405 provided during the nine months ended September 30, 2014.~~ 37

Cash used in investing activities was $~~473~~89,~~474~~651 for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, as compared to $06,995 during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015. ~~$450,000 of the cash used in investing activities was paid in cash for our acquisitions.~~

Cash provided by financing activities was $2420,~~629,718~~881 during the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, as compared to $0570,306 during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015.

Going Concern

The financial conditions evidenced by the accompanying financial statements raise substantial doubt as to our ability to continue as a going concern. Our plans include obtaining additional capital through debt or equity financing. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that have a significant impact on the results that we report in our ~~consolidated~~ financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Note 2A of the Notes to ~~the Condensed Consolidated~~ Financial Statements describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies require us to make critical accounting estimates, as defined below.

A critical accounting estimate is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes:

	·	we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and
	·	different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the ~~consolidated~~ financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations.

Our most critical accounting estimates include:

·the ~~assessment of recoverability of goodwill which impacts operating expenses when we record impairments; and ·the~~ recognition and measurement of current and deferred income taxes, which impact our provision for taxes. ·Goodwill and Purchased Intangible Asset Impairments ·Fair value measurements ·Embedded derivatives ·Warrant liability

Below, we discuss these policies further, as well as the estimates and judgments involved.

~~Goodwill~~ 38

Goodwill is no longer amortized, but evaluated for impairment annually, or immediately if conditions indicate that impairment could exist. Goodwill represents the excess of the purchase price over the fair value of current financial assets, property and equipment, and separately reportable intangible assets. The tangible assets, intangible assets, and goodwill acquired are then assigned to reporting units. Goodwill is then tested for impairment at least annually for each reporting unit. Step one of the goodwill impairment test involves comparing the fair value of the reporting unit to its carrying value. If the fair value exceeds the carrying value, no further testing is required. If the carrying value exceeds the fair value, a step two test must be performed. Step two includes estimating the fair value of all tangible and intangible assets for the reporting unit. The fair value of goodwill is then estimated by subtracting the fair value of tangible and intangible assets from the fair value of the reporting unit total assets determined in step one. The goodwill impairment is the excess of the recorded goodwill over the estimated fair value of goodwill.

We acknowledge the uncertainty surrounding the key assumptions that drive the estimated fair value. Any material negative change in the fundamental outlook of our business, our industry or the capital market environment could cause the reporting unit to fail step one. Accordingly, we will be monitoring events and circumstances each quarter (prior to the annual testing date) to determine whether an additional goodwill impairment test should be performed.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current period and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled.

When accounting for Uncertainty in Income Taxes, first, the tax position is evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed "more-likely-than-not" to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company's utilization of U.S. Federal net operating losses will be limited in accordance to Section 381 rules. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Goodwill and Purchased Intangible Asset Impairments

Our methodology for allocating the purchase price relating to purchase acquisitions is determined through established valuation techniques. Goodwill represents a residual value as of the acquisition date, which in most cases results in measuring goodwill as an excess of the purchase consideration transferred plus the fair value of any noncontrolling interest in the acquired company over the fair value of net assets acquired, including contingent consideration. We perform goodwill impairment tests on an annual basis in the fourth fiscal quarter and between annual tests in certain circumstances for each reporting unit. The assessment of fair value for goodwill and purchased intangible assets is based on factors that market participants would use in an orderly transaction in accordance with the new accounting guidance for the fair value measurement of nonfinancial assets.

The goodwill recorded in the Consolidated Balance Sheets as of March 31, 2016 was $6,734,197. In response to changes in industry and market conditions, we could be required to strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses, which could result in an impairment of goodwill. There was an impairment of goodwill totaling $2,729,834 related to our Funmap acquisition in fiscal 2015. For the annual impairment testing in fiscal 2015, the excess of the fair value over the carrying value for each of our reporting units was approximately $7.5 million.During the fourth quarter of fiscal 2015, we performed a sensitivity analysis for goodwill impairment with respect to each of our respective reporting units and determined that a hypothetical 10% decline in the fair value of each reporting unit would not result in an impairment of goodwill for any reporting unit.

We make judgments about the recoverability of purchased intangible assets with finite lives whenever events or changes in circumstances indicate that impairment may exist. Recoverability of purchased intangible assets with finite lives is measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. We review indefinite-lived intangible assets for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Assumptions and estimates about future values and remaining useful lives of our purchased intangible assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts. We had no impairment charges related to purchased intangible assets during fiscal 2015. Our ongoing consideration of all the factors described previously could result in additional impairment charges in the future, which could adversely affect our net income.

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets, such as the national stock exchanges.

Level 2 — Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data.

Level 3 — Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data.

The Company has various processes and controls in place to ensure that fair value is reasonably estimated. Where market information is not available to support internal valuations, independent reviews of the valuations are performed and any material exposures are evaluated.

Many of our financial instruments are issued in conjunction with the issuance of debt. At the time of issuance we allocate the proceeds received to the various financial instruments and this involves the determination of fair value. From time to time, the fair value of these financial instruments, primarily embedded derivatives and warrants exceeds the proceeds received. When this occurs, we critically evaluate the validity of the fair value computation, most specifically of the derivatives. We engage a third party valuation specialist who applies accepted valuation methodology as well as assumptions that are appropriate in the circumstances.

With regards to valuing embedded derivatives, there are a variety of methods to be used. We utilize the Black-Scholes model for equity linked derivatives and a binomial model for certain of our derivatives which include down round provisions within the agreements. The binomial model allows multi period views of the underlying asset price and the price of the option for multiple periods as well as the range of possible results for each period. The binomial model takes into account multiple scenarios to reflect the complexity of the derivatives. Probabilities for each of the scenarios are estimated based on discussions with management and outside advisors on the expected likelihood as of the valuation date of a financing transaction that could trigger an additional reset to the exercise price.

The key sensitivities of the each derivative valuation model include: the exercise price, the stock price in which we utilize our trading price; the expected volatility, which is determined through the analysis of publicly traded guideline companies historic volatilities; the risk free interest rate, which is based on current market rates and the expected term.

When the fair value is determined to be reasonable and the fair value of the consideration we issue exceeds the proceeds, greater value has been given by us than received in the associated transactions. This dynamic occurred in certain of our financings in 2015. From a purely financial perspective, the theoretical value of a security does not take into account the speed of execution that is necessary to accomplish the goal of financing a specific acquisition. When we identify specific strategic targets where the identification of the target and the consummation of the transaction encompass a very compressed timeline the mechanics of an "orderly market" are not always present. We accepted reduced consideration in certain financings due to the need to execute quickly and the accompanying need to be more aggressive in accepting terms. It is our view that the strategic advantage of acquiring our identified targets in this quickly developing market outweighed the discount on the proceeds we received.

Embedded Derivatives

From time to time the Company issues financial instruments such as debt in which a derivative instrument is "embedded." Upon issuing the financial instrument, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (2) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value, with changes in fair value recorded in the income statement.

Certain embedded features that required bifurcation and separate accounting were identified in connection with certain of the convertible notes issued in 2014 and 2015. The Company determined these embedded features should be bundled together as a single, compound embedded derivative, bifurcated from the host contract, and accounted for at fair value, with changes in fair value being recorded in the consolidated statements of operations and comprehensive income. The embedded derivatives included the conversion options and the down-round pricing adjustment found in those promissory notes. The embedded features were evaluated together as a single compound derivative to determine the fair value of the derivative using a binomial pricing model. The binomial pricing model takes into account probability-weighted scenarios with regard to the likelihood of changes to the conversion price. The inputs to the model require management to make certain significant assumptions and represent management's best estimate at the valuation date. The probabilities were determined based on a management review, and input from external advisors, on the expected likelihood as of the valuation date of a financing transaction that could trigger an additional reset.

The key sensitivities of the binomial model include: the fair value of the common stock, in which the Company utilized the actual trading price of our stock; the expected volatility of the common stock, which was determined through the analysis of publicly traded guideline companies historic volatilities; and the risk free interest rate, which is based on current market rates and the expected term. Any change on one of the above would have an impact on the concluded value for the embedded derivatives.

Warrant Liability

The Company utilizes a binomial model to derive the estimated fair value of those warrants that are considered to be liabilities. Key inputs into the model include the fair value of the common stock, in which the Company utilized the actual trading price of our stock, the expected volatility of the stock price, and a risk-free interest rate. Any significant changes to these inputs would have a significant impact to the fair value.

The changes in fair value of the warrants are measured at each reporting date and recognized in earnings and classified commensurate with the purpose of issuance. Changes in the fair value of warrants issued a) for services performed are considered an operating expense and b) in connection with debt are classified as other (income) expense. See further discussion in the Notes to our Consolidated Financial Statements.

Off-Balance Sheet Arrangements

We have no material off-balance sheet transactions.

Item 4. Controls and Procedures.

33Disclosure Controls and Procedures

~~Item~~Under 4the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), as of the end of the period covered by this quarterly report. ~~Controls~~Based on this evaluation, our Chief Executive Officer and ~~Procedures~~Chief Financial Officer concluded that as of March 31, 2016, that our disclosure controls and procedures were effective such that the information required to be disclosed in our United States Securities and Exchange Commission (the "SEC") reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~Disclosure~~Internal ~~Controls~~Control ~~and~~over ~~Procedures~~Financial Reporting

~~The~~There ~~Company's~~were ~~Chief~~no ~~Executive~~changes ~~Officer~~in ~~and~~our ~~Chief~~internal ~~Financial~~control ~~Officer~~over ~~have~~financial ~~evaluated~~reporting ~~the effectiveness of the Company's disclosure controls and procedures~~ (as ~~such term is~~ defined in Rules 13a-15(ef) and 15d-15(ef) under the ~~Securities~~ Exchange Act ~~of 1934, as amended, (the "Exchange Act"~~)) ~~as of June 30, 2015. Disclosure controls and procedures are controls and other procedures designed to ensure~~ that ~~information~~occurred ~~required~~during tothe beperiod ~~disclosed~~covered by ~~the~~this ~~Company~~report inthat ~~its~~has ~~reports~~materially ~~filed~~affected, or ~~submitted under the Exchange Act~~ is ~~recorded,~~reasonably ~~processed,~~likely ~~summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and include, without limitation, controls and procedures designed~~ to ~~ensure~~materially ~~that information that the Company is required to disclose in such reports is accumulated and communicated to management~~affect, ~~including~~ our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2015, the Company's internal ~~controls~~control ~~and procedures were not effective, due to the material weaknesses in internal controls~~ over financial reporting ~~described below~~.

~~Internal Controls over Financial Reporting~~42

~~Management~~PART isII ~~responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a~~-~~15(f)~~ ~~and~~OTHER 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.INFORMATION

Based on the evaluation and the identification of the material weakness in internal control over financial reporting described below, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of September 30, 2015, the Company's disclosure controls and procedures were not effective.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. In connection with management's assessment of our internal control over financial reporting, we identified the following material weaknesses in our internal control over financial reporting as of September 30, 2015:

·A material weakness in the Company's internal control over financial reporting exists in that there is limited segregation of duties amongst the Company's employees with respect to the Company's preparation and review of the Company's financial statements. This material weakness is a result of the Company's limited number of employees. This material weakness may affect management's ability to effectively review and analyze elements of the financial statement closing process and prepare financial statements in accordance with U.S. GAAP.

Restatement of Previously Issued Financial Statements

During the preparation of our fiscal quarter ended September 30, 2015 financial statements, the Company discovered an error in the application of accounting guidance related to our convertible notes and detachable warrants that were issued starting in March 2015. Specifically, the Company measured and recorded the beneficial conversion feature and detachable warrants pursuant to ASC 470-20, Debt with Conversion and Other Options which limits the amount of discount recognized to the face amount of the convertible notes and classifies the warrants and beneficial conversion feature discounts to equity. However, during the preparation of our fiscal quarter ended September 30, 2015 financial statements, it came to our attention that as a result of the down-round feature contained in our convertible notes and warrants, equity treatment was improper and that fair value accounting of the derivative embedded in the convertible notes and fair value of the warrants needed to be measured at each reporting period with changes in value recorded to the statement of operations. The reclassification of the originally recorded debt discount from equity to liabilities and changes in the value of the warrants and convertible notes conversion derivative liability resulted in changes to the Company's financial statements, which warranted restatement of the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2015 and June 30, 2015.

As a result of the restatements, the Company's Chief Executive Officer and Chief Financial Officer, with the assistance of other members of management and outside consultants, re-evaluated the effectiveness of the Company's internal controls over financial reporting as of September 30, 2015 in accordance with the assessment and testing procedures described above. Based on this re-evaluation, and because the impact of the errors on the Company's quarterly financial statements for the fiscal quarters ended March 31, 2015 and June 30, 2015 was sufficiently material to warrant restatement of the Company's Quarterly Reports on Form 10-Q, we have determined that the following additional material weakness in internal controls over financial reporting existed as of September 30, 2015:

·We did not maintain effective controls to provide reasonable assurance that our convertible notes conversion derivative liability and warrant liability was being accounted for correctly during the fiscal quarter ended September 30, 2015. This material weakness resulted in errors in our financial statements and related disclosures, including inaccuracies in previously unreported fair value of convertible notes derivative liability and warrant liability, net gain/loss and total shareholders' equity.

Because of the material weaknesses described above, management has concluded that we did not maintain effective internal control over financial reporting as of September 30, 2015, based on the Internal Control—Integrated Framework issued by COSO (2013).

Remediation Efforts

We plan to make necessary changes and improvements to the overall design of our control environment to address the material weaknesses in internal control over financial reporting described above. In particular, we expect to hire additional staff to assist with complex accounting issues such as convertible securities. Additionally, we will perform an analysis of all automated and manual procedures to strengthen the effectiveness of our segregation of duties.

Management believes through the implementation various control environment improvements, we will significantly improve our internal controls, the completeness and accuracy of underlying accounting data and the timeliness with which we are able to close our books. Management is committed to continuing efforts aimed at fully achieving an operationally effective control environment and timely filing of regulatory required financial information. The remediation efforts noted above are subject to our internal control assessment, testing, and evaluation processes. While these efforts continue, we will rely on additional substantive procedures and other measures as needed to assist us with meeting the objectives otherwise fulfilled by an effective control environment.

Changes in Internal Control over Financial Reporting

Other than those described above, management has determined that there were no changes in the Company's internal controls over financial reporting during the fiscal quarter ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II -- OTHER INFORMATION

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

All funds received from the sale of our shares were used for working capital purposes. All shares bear a legend restricting their disposition. The foregoing securities may not be offered or sold in the United States unless registered under the Act, or pursuant to an exemption from registration.

The shares were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our shares. Our securities were sold only to accredited and sophisticated investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.

Each purchaser was provided with access to our filings with the United States Securities and Exchange Commission, including the following:

· Our annual report to stockholders for the most recent fiscal year, and, if requested by the purchaser in writing, a copy of our most recent Form 10-K under the Exchange Act of 1934, as amended (the "Exchange Act"). · The information contained in an annual report on Form 10-K under the Exchange Act. · The information contained in any reports or documents required to be filed by the Company under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above. · A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in our affairs that are not disclosed in the documents furnished.

~~The~~During ~~information~~the ~~contained~~three months ended March 31, 2016, the Company 1) issued 220,419 shares of restricted common stock and recognized $30,000 of stock compensation expense in anexchange ~~annual~~for ~~report~~services onvalued ~~Form~~at ~~10-K~~the ~~under~~fair value of services performed; and 2) issued 2,000,000 shares and became obligated to issue another 500,000 shares pursuant to the ~~Exchange~~Bridge ~~Act~~Note Offering.

The information contained in any reports or documents required to be filed by the Company under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.43

A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in our affairs that are not disclosed in the documents furnished.

During the three months ended September 30, 2015, the Company issued nineteen 9% Convertible Promissory Notes totaling $790,000 of principal and issued 2,633,337 stock purchase warrants pursuant to Securities Purchase Agreements, see "NOTE 4 – DEBT" and "NOTE 9 – Subsequent Events" to our financial statements above for more information.

On September 8, 2015, the Company entered into a membership interest purchase agreement with Mr. Michael A. Turner, the sole member of New Frontiers Media Holdings, LLC to purchase 100% of the membership interests of Frontiers Media. Pursuant to the Purchase Agreement, the Company paid the purchase price equal to $500,000 in cash and 14,400,000 shares of common stock, see "NOTE 7 – BUSINESS COMBINATIONS, New Frontiers Media Holdings, LLC Acquisition" to our financial statements above for more information.

During the three months ended September 30, 2015, the Company issued 850,000 shares of restricted common stock in exchange for services, including 500,000 capitalized as deferred financing costs related to a proposed offering of our securities, see "NOTE 5 - STOCKHOLDERS' EQUITY" to our financial statements above for more information.

Item 5. Other Information.

On June 29, 2015, the Company entered into a placement agent engagement letter (the "Engagement Letter") with Maxim Group, LLC ("Maxim") pursuant to which Maxim agreed to act as the Company's exclusive placement agent and use its commercially reasonable best efforts to arrange for the sale of up to an aggregate of $10 million worth of securities in an initial public offering (the "Offering"). The precise number of securities to be offered by the Company and the offering price per security is the subject of continuing negotiations between the Company and Maxim and will depend upon the capitalization of the Company (at the time of the offering) being acceptable to Maxim, general marked and economic conditions, a review and finalization of audited financial statements and formal projections of the Company as well as other factors Maxim deems relevant in its discretion.

The Engagement Letter contains customary representations, warranties and covenants of the Company and Maxim. The Company has agreed to pay Maxim a cash fee up to $120,000 in the event of a successful Offering that raised $10 million. In the event the Offering is not consummated, Maxim shall be entitled to $50,000, including the $25,000 advance to Maxim paid in July 2015 in connections with the Engagement Letter. Additionally, upon closing, the Company has agreed to pay Maxim share purchase warrants equal to 8.0% of the total number of securities being sold in the offering. The warrants will be non-exercisable for six (6) months after the closing date of the offering and expire three years after such date. The warrants will be exercisable as a price equal to 110% of the offering price in connection with the offering.

As of the date of this report, the Company issued 500,000 shares to Maxim as placement agent and paid Maxim a non-refundable fee of $25,000 pursuant to the Engagement Letter.

The foregoing description of the Engagement Letter is qualified in its entirety by reference to the complete text of the Engagement Letter, which is filed hereto as Exhibit 10.14 and incorporated herein by reference.

Item 6. Exhibits.

Exhibit No.		~~Identification~~Description of Exhibit
3.1		Articles of Incorporation (Incorporated by reference to our registration statement on Form SB-2, file number 333-148732, filed on January 17, 2008).
10.1*		Form of Securities Purchase Agreement related to the Bridge Note Offering dated February 18, 2016.
3.2		By Laws. (Incorporated by reference to our registration statement on Form SB-2, file number 333-148732, filed on January 17, 2008).
10.2*		Form of Promissory Note related to the Bridge Note Offering dated February 18, 2016.
3.3		Certificate of Amendment to the Articles of Incorporation changing name from Sports Media Entertainment Corp. to Multimedia Platforms, Inc. (Incorporated by reference from exhibit 3.2 to the Form 8-k filed on January 23, 2015).
10.3*		Note purchase Agreement between Multimedia Platforms, Inc. nd Terry King dated January 6, 2016
3.4		Certificate of Change to the Articles of Incorporation relating to the authorized shares of common stock and the one-for-thirty reverse stock split (Incorporated by reference from exhibit 3.1 to the Form 8-k filed on January 23, 2015).
10.4*		9% Convertible Promissory Note between Multimedia Platforms, Inc. and Terry King dated January 6, 2016
3.5		Certificate of Designation of Series A Convertible Preferred Stock as filed with the Nevada Secretary of State, effective January 19, 2015 (Incorporated by reference from Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2015).
10.5*		Common Stock Purchase Warrant between Multimedia Platforms, Inc. and Terry King dated January 6, 2016
3.6		Certificate of Designation of Series B Convertible Preferred Stock as filed with the Nevada Secretary of State, effective January 19, 2015 (Incorporated by reference from Exhibit 3.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2015).
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10.1		Securities Purchase Agreement between the Company and Columbia Funmap, Inc. (Incorporated by reference from exhibit 10.1 to Form 8-k filed on March 5, 2015).
32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.2		Share Exchange Agreement dated January 9, 2015 between the Sports Media Entertainment Corp. and Multimedia Platforms, LLC (Incorporated by reference from exhibit 1.1 to Form 8-k filed on January 23, 2015).
10.3		Form of Securities Purchase Agreement related to the private bridge note offering (Incorporated by reference from exhibit 10.3 to Form 10-Q filed on May 27, 2015).
10.4		Form of 9% Convertible Promissory Note related to the private bridge note offering (Incorporated by reference from exhibit 10.4 to Form 10-Q filed on May 27, 2015).
10.5		Form of Common Stock Purchase Warrant related to the private bridge note offering (Incorporated by reference from exhibit 10.5 to Form 10-Q filed on May 27, 2015).
10.610.7		Asset Purchase Agreement between Multimedia Platforms, Inc and RND Enterprises, Inc. (Incorporated by reference from exhibit 10.1 to Form 8-k filed on June 23, 2015).Employment Agreement between Multimedia Platforms, Inc. and Robert Blair (Incorporated by reference from exhibit 10.7 to Form 10-Q filed on August 14, 2015).
10.8		Consulting Agreement between Multimedia Platforms, Inc. and Patrick Kolenik (Incorporated by reference from exhibit 10.8 to Form 10-Q filed on August 14, 2015).
10.9		Consulting Agreement between Multimedia Platforms, Inc. and Cary Sucoff (Incorporated by reference from exhibit 10.9 to Form 10-Q filed on August 14, 2015).
10.10		Form of Common Stock Purchase Warrant issued to Patrick Kolenik (Incorporated by reference from exhibit 10.10 to Form 10-Q filed on August 14, 2015).
10.11		Form of Common Stock Purchase Warrant issued to Cary Sucoff (Incorporated by reference from exhibit 10.11 to Form 10-Q filed on August 14, 2015).
10.12		Membership Interest Purchase Agreement by and between the Company and Michael A. Turner, dated September 8, 2015 (Incorporated by reference from exhibit 10.1 to Form 8-K filed on September 15, 2015).
10.13		Employment Agreement by and between the Company and Michael A. Turner, dated September 8, 2015 (Incorporated by reference from exhibit 10.2 to Form 8-K filed on September 15, 2015).
99.1		Unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2014 (Incorporated by reference from exhibit 99.1 to Form 10-Q filed on May 27, 2015)
31.1*		Certification of Bobby Blair, Chairman and Chief Executive Officer of Multimedia Platforms, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Timothy Hart, Chief Financial Officer of Multimedia Platforms, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Bobby Blair, Chairman and Chief Executive Officer of Multimedia Platforms, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Timothy Hart, Chief Financial Officer of Multimedia Platforms, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §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

________________

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____________________

** ~~XBRL~~Filed (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. herewith

** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

3844

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MULTIMEDIA PLATFORMS, INC.
Date: November 16, 2015	By:	/s/ Bobby Blair
Date: May 16, 2016	By:	/s/ Bobby Blair
		Bobby Blair,
		Bobby Blair
		Chairman and Chief Executive Officer (Principal Executive Officer)
		Chairman, Chief Executive Officer
	By:	/s/ Timothy Hart
		(Principal Executive Officer) and Chief Financial Officer
		Timothy Hart,
		(Principal Financial Officer)
		Chief Financial Officer (Principal Financial Officer)

3945

Multimedia Platforms, Inc.
Consolidated Statements of Operations (Unaudited)
For the Three Months Ended March 31, 2016 and 2015

	Three Months Ended
	March 31,
	2016			2015
Income
Net revenue	$	704,655		$	189,635
Cost of revenue		686,478			116,976
Gross profit		18,177			72,659

Operating expenses
General and administrative		758,197			1,209,955
Sales and marketing		272,380			60,037
Services - related party		254,331			-
Goodwill impairment		-			2,729,834
Total operating expenses		1,284,908			3,999,826

Loss from operations		(1,266,731	)		(3,927,167	)

Other Income and (Expense)
Interest expense		(139,759	)		(26,211	)
Accretion of debt discount		(709,118	)		(10,285	)
Change in fair value of convertible notes conversion derivative liability		224,191			(1,255,461	)
Change in fair value of warrant liability		96,169			(1,375,001	)
Total non-operating income (expense)		(528,517	)		(2,666,958	)
Earnings before income taxes		(1,795,248	)		(6,594,125	)
Provision for income taxes		-			-
Net loss	$	(1,795,248	)	$	(6,594,125	)

Net (loss) per common share basic	$	(0.03	)	$	(0.20	)
Weighted average common shares outstanding basic		68,302,939			32,482,799

(3)	During the three months ended March 31, 2016, the Company initiated a private bridge note offering (the "Bridge Note Offering") for up to $400,000 consisting of an 8% promissory note (the "Bridge Note") and shares of common stock sold as units with each unit consisting of a $25,000 promissory note and 250,000 shares of common stock (the "Bridge Note OfferingUnits"). The notes are due and payable in six months or upon the receipt of no less than $2,000,000 of gross proceeds from a securities offering. Additionally, the promissory notes are secured by certain accounts receivable. The Company received $250,000 pursuant to the Bridge Note Offering. The Company allocated Bridge Note principal between the Bridge Note and the common stock based upon their relative fair values resulting in a debt discount of $230,000 which is being accreted over the six month term of the Bridge Notes. During the three months ended March 31, 2016, the Company recognized $3,030 of interest expense and $74,560 of accretion related to the debt discount.

(4)	Promissory note with face amount of $250,000, interest of 4.5% and maturity of March 31, 2016 payable to Michael Turner, Director and President of Media Ventures Division pursuant to the purchase of New Frontiers Media, LLC on September 8, 2015, During the three months ended March 31, 2016, the Company recognized $2,805 of interest expense with total accrued interest under this note totaling $6,319. The Note is currently in default. see "NOTE 7 – BUSINESS COMBINATIONS" for additional information.

(5)	Represents notes acquired with the acquisition of New Frontiers Media Holdings, LLC on September 8, 2015 (the "Frontiers Notes"). There are eight, unsecured promissory notes with principle balances ranging between $3,000 to $50,000 and bearing interest of 2% to 9%. The Frontiers Notes all matured by December 24, 2015 and are currently in default. During the three months ended March 31, 2016, the Company recognized interest expense of $2,921 with total accrued interest under these notes totaling $6,114.

(6)	Represents a bank loan acquired with the acquisition of Columbia Funmap, Inc. on February 27, 2015. The loan was established on December 13, 2012 in the original amount of $75,000. Payments of principal and interest are due monthly at a variable interest rate currently at 4%. Payments are approximately $2,600 per month.

(7)	Working capital loan provided by Complete Business Solutions. The Company received $125,000 and is obligated to repay $175,000 over 180 business days at $972.22 per day

(8)	Non-interest bearing advances by related parties used to cover operations and overhead costs not covered by revenues. As of March 31, 2016, includes $227,084 to Alan Beck, shareholder and consultant, $118,697 to TBG Holdings Corporation owned, in part By Timothy Hart, former CFO and shareholder, $6,595 due to R3 Accounting owned by Timothy Hart, former CFO and shareholder, $122,500 due to Michael Turner, shareholder and President of our digital media division and $18,356 due to Bobby Blair.

	Balance at December 31, 2015		Initial valuation of derivative liabilities upon issuance of new securities during the period		Increase (decrease) in fair value of derivative liabilities			Fair value of derivatives upon reclass to additional paid-in capital		Balance at March 31, 2016
Warrants derivative liability	$	236,594	$	-	$	(224,191	)	$	-	$	12,403
Convertible note conversion derivative liability		214,728		-		(96,169	)		-		118,559
Total	$	451,322	$	-	$	(320,360	)	$	-	$	130,962

Filing Compare · MULTIMEDIA PLATFORMS INC.