UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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



For the quarterly period ended June
30, 2018



| ̈ | 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 1-12471



THEMAVEN, INC.

(Exact name of registrant as specified
in its charter)



|Delaware                                                      | 68-0232575                         
|------------------------------------------------------------- | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.)



|1500 Fourth Avenue, Suite
    200Seattle, WA | 98101     
|-------------------------------------------- | ----------
|(Address of principal executive offices)     | (Zip Code)



(775) 600-2765

(Registrant’s telephone number, including
area code)



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



Securities registered pursuant to Section
12(g) of the Act: Common Stock $0.01 par value



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 þ    No
 ̈



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).   Yes þNo
 ̈



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.     ̈



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



|Large accelerated filer  ̈ | Accelerated filer  ̈        
|------------------------- | ---------------------------
|                          |                            
|Non-accelerated filer x   | Smaller reporting company þ



|Emerging growth company     ̈ | 
|---------------------------- | 



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



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



As of September 26, 2018, the Registrant
had 33,459,013 shares of common stock outstanding.
















Form 10-Q

For the quarter ended June 30, 2018



Table of Contents





|           |                                                                                                                                             | Page
|---------- | ------------------------------------------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                                                             |     
|Part I.    | Consolidated Financial Information                                                                                                          | 3   
|           |                                                                                                                                             |     
|Item 1.    | Financial Statements                                                                                                                        | 3   
|           | Condensed Consolidated Balance Sheets as of June 30, 2018 (Not Reviewed) and December 31, 2017 (Unaudited)                                  | 3   
|           | Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2018 (Not Reviewed) and 2017 (Unaudited) | 4   
|           | Condensed Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2018 (Not Reviewed)                              | 5   
|           | Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 (Not Reviewed) and 2017 (Unaudited)                  | 6   
|           | Notes to Condensed Consolidated Financial Statements (Unaudited and Not reviewed)                                                           | 7   
|           |                                                                                                                                             |     
|Item 2.    | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                       | 26  
|           |                                                                                                                                             |     
|Item 3.    | Quantitative and Qualitative Disclosure about Market Risk                                                                                   | 39  
|           |                                                                                                                                             |     
|Item 4.    | Controls and Procedures                                                                                                                     | 39  
|           |                                                                                                                                             |     
|Part II.   | Other Information                                                                                                                           | 40  
|           |                                                                                                                                             |     
|Item 1.    | Legal Proceedings                                                                                                                           | 40  
|           |                                                                                                                                             |     
|Item 1A.   | Risk Factors                                                                                                                                | 40  
|           |                                                                                                                                             |     
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                 | 40  
|           |                                                                                                                                             |     
|Item 3.    | Defaults Upon Senior Securities                                                                                                             | 40  
|           |                                                                                                                                             |     
|Item 4.    | Mine Safety Disclosures                                                                                                                     | 40  
|           |                                                                                                                                             |     
|Item 5.    | Other Information                                                                                                                           | 40  
|           |                                                                                                                                             |     
|Item 6.    | Exhibits                                                                                                                                    | 41  
|           |                                                                                                                                             |     
|Signatures |                                                                                                                                             | 42  





2







Part I – Financial Information

Item 1.  Consolidated Financial
Statements



TheMaven, Inc. and
Subsidiary

Condensed Consolidated Balance Sheets

(Unaudited)





|                                                                                                                                                                           |  | June 30,  2018 Not
                                         Reviewed |             |   | December 31, 2017 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------- | ----------- | - | ----------------- | -
|Assets                                                                                                                                                                     |  |                                                                      |             |   |                   |  
|                                                                                                                                                                           |  |                                                                      |             |   |                   |  
|Current assets:                                                                                                                                                            |  |                                                                      |             |   |                   |  
|Cash                                                                                                                                                                       |  | $                                                                    | 116,187     |   |                   | $
|Restricted cash                                                                                                                                                            |  |                                                                      | -           |   |                   |  
|Accounts receivable                                                                                                                                                        |  |                                                                      | 208,140     |   |                   |  
|Deferred contract fulfillment costs                                                                                                                                        |  |                                                                      | 11,449      |   |                   |  
|Prepayments and other current assets                                                                                                                                       |  |                                                                      | 293,002     |   |                   |  
|Total current assets                                                                                                                                                       |  |                                                                      | 628,778     |   |                   |  
|                                                                                                                                                                           |  |                                                                      |             |   |                   |  
|Notes receivable                                                                                                                                                           |  |                                                                      | 1,000,000   |   |                   |  
|Fixed assets, net                                                                                                                                                          |  |                                                                      | 4,196,794   |   |                   |  
|Installment payments related to pending business combination                                                                                                               |  |                                                                      | 5,000,000   |   |                   |  
|Intangible assets                                                                                                                                                          |  |                                                                      | 20,000      |   |                   |  
|                                                                                                                                                                           |  |                                                                      |             |   |                   |  
|Total Assets                                                                                                                                                               |  | $                                                                    | 10,845,572  |   |                   | $
|                                                                                                                                                                           |  |                                                                      |             |   |                   |  
|Liabilities and stockholders’ equity                                                                                                                                       |  |                                                                      |             |   |                   |  
|                                                                                                                                                                           |  |                                                                      |             |   |                   |  
|Current liabilities:                                                                                                                                                       |  |                                                                      |             |   |                   |  
|Accounts payable                                                                                                                                                           |  | $                                                                    | 515,685     |   |                   | $
|Accrued expenses                                                                                                                                                           |  |                                                                      | 916,468     |   |                   |  
|Deferred rent                                                                                                                                                              |  |                                                                      | 4,311       |   |                   |  
|Deferred revenue                                                                                                                                                           |  |                                                                      | 23,763      |   |                   |  
|Conversion and warrant liabilities                                                                                                                                         |  |                                                                      | 1,856,394   |   |                   |  
|Shareholder notes payable                                                                                                                                                  |  |                                                                      | 734,536     |   |                   |  
|8% convertible notes payable                                                                                                                                               |  |                                                                      | 316,755     |   |                   |  
|10% convertible notes payable                                                                                                                                              |  |                                                                      | 1,843,812   |   |                   |  
|Total current liabilities                                                                                                                                                  |  |                                                                      | 6,211,724   |   |                   |  
|                                                                                                                                                                           |  |                                                                      |             |   |                   |  
|Investor demand payable                                                                                                                                                    |  |                                                                      | -           |   |                   |  
|Total liabilities                                                                                                                                                          |  |                                                                      | 6,211,724   |   |                   |  
|                                                                                                                                                                           |  |                                                                      |             |   |                   |  
|Commitments and contingencies (Note 13)                                                                                                                                    |  |                                                                      |             |   |                   |  
|                                                                                                                                                                           |  |                                                                      |             |   |                   |  
|Redeemable Series G convertible preferred stock, $0.01 par value, 1,000,000 shares authorized; 168 shares issued and outstanding ($168,496 aggregate liquidation value)    |  |                                                                      | 168,496     |   |                   |  
|                                                                                                                                                                           |  |                                                                      |             |   |                   |  
|Stockholders’ equity:                                                                                                                                                      |  |                                                                      |             |   |                   |  
|Common stock, $0.01 par value, 100,000,000 shares authorized; 30,975,206 and 28,516,009 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively |  |                                                                      | 309,751     |   |                   |  
|Additional paid-in capital                                                                                                                                                 |  |                                                                      | 19,661,219  |   |                   |  
|Accumulated deficit                                                                                                                                                        |  |                                                                      | (15,505,618 | ) |                   |  
|Total stockholders’ equity                                                                                                                                                 |  |                                                                      | 4,465,352   |   |                   |  
|Total liabilities and stockholders’ equity                                                                                                                                 |  | $                                                                    | 10,845,572  |   |                   | $







See accompanying notes to condensed
consolidated financial statements.



3







TheMaven,
Inc. and Subsidiary

Condensed Consolidated Statements of
Comprehensive Loss

(Unaudited)





|                                                                  |  | Three Months Ended |            |   | Six Months Ended |  
|----------------------------------------------------------------- |  | ------------------ | ---------- | - | ---------------- | -
|                                                                  |  | June 30,           |            |   | June 30,         |  
|                                                                  |  | 2018 Not Reviewed  |            |   | 2017             |  
|Revenue                                                           |  | $                  | 216,356    |   |                  | $
|Cost of revenue                                                   |  |                    | 1,084,322  |   |                  |  
|Gross loss                                                        |  |                    | (867,966   | ) |                  |  
|                                                                  |  |                    |            |   |                  |  
|Operating Expenses:                                               |  |                    |            |   |                  |  
|                                                                  |  |                    |            |   |                  |  
|Research and development                                          |  |                    | 96,973     |   |                  |  
|General and administrative                                        |  |                    | 2,632,718  |   |                  |  
|Total operating expenses                                          |  |                    | 2,729,691  |   |                  |  
|                                                                  |  |                    |            |   |                  |  
|Loss from operations                                              |  |                    | (3,597,657 | ) |                  |  
|                                                                  |  |                    |            |   |                  |  
|Other income (expense):                                           |  |                    | -          |   |                  |  
|Change in derivatives valuation                                   |  |                    | 315,194    |   |                  |  
|Interest expense                                                  |  |                    | (179,155   | ) |                  |  
|Interest and dividend income, net                                 |  |                    | -          |   |                  |  
|                                                                  |  |                    |            |   |                  |  
|Total other income (expense), net                                 |  |                    | 136,039    |   |                  |  
|                                                                  |  |                    |            |   |                  |  
|Net loss                                                          |  | $                  | (3,461,618 | ) |                  | $
|                                                                  |  |                    |            |   |                  |  
|Basic and diluted net loss per common share                       |  | $                  | (0.14      | ) |                  | $
|                                                                  |  |                    |            |   |                  |  
|Weighted average number of shares outstanding – basic and diluted |  |                    | 24,456,548 |   |                  |  















See accompanying notes to condensed
consolidated financial statements.



4







TheMaven, Inc. and
Subsidiary

Condensed Consolidated Statement of
Stockholders’ Equity (Unaudited)

Six Months Ended June 30, 2018 (Not Reviewed)





|                                                                              |  | Common Stock |            |  | Additional  Paid-in- |   |         | Accumulated |  |   | Total  Stockholders’ |  
|----------------------------------------------------------------------------- |  | ------------ | ---------- |  | -------------------- | - | ------- | ----------- |  | - | -------------------- | -
|                                                                              |  | Shares       |            |  | Amount               |   |         | Capital     |  |   | Deficit              |  
|Balance at January 1, 2018                                                    |  |              | 28,516,009 |  |                      | $ | 285,159 |             |  | $ | 11,170,666           |  
|Private placement of common stock, net of costs                               |  |              | 1,700,000  |  |                      |   | 17,000  |             |  |   | 3,851,105            |  
|Exercise of stock options                                                     |  |              | 22,344     |  |                      |   | 223     |             |  |   | (223                 | )
|Exercise of warrants                                                          |  |              | 736,853    |  |                      |   | 7,369   |             |  |   | (7,369               | )
|Warrants issued in conjunction with issuance of convertible
    notes payable |  |              | -          |  |                      |   | -       |             |  |   | 1,588,250            |  
|Stock based compensation                                                      |  |              | -          |  |                      |   | -       |             |  |   | 3,058,790            |  
|Net loss                                                                      |  |              | -          |  |                      |   | -       |             |  |   | -                    |  
|Balance at June 30, 2018                                                      |  |              | 30,975,206 |  |                      | $ | 309,751 |             |  | $ | 19,661,219           |  



See accompanying notes to condensed
consolidated financial statements.



5







TheMaven, Inc. and
Subsidiary

Condensed Consolidated Statements of
Cash Flows

(Unaudited)





|                                                                                       |  | Six Months Ended                                                                                  |           
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- | ----------
|                                                                                       |  | June 30,                                                                                          |           
|                                                                                       |  | 2018
                                                                                Not Reviewed |           
|Cash flows from operating activities:                                                  |  |                                                                                                   |           
|Net loss                                                                               |  | $                                                                                                 | (7,033,547
|Adjustments to reconcile net loss to net cash used in operating activities:            |  |                                                                                                   |           
|                                                                                       |  |                                                                                                   |           
|Stock based compensation                                                               |  |                                                                                                   | 1,912,394 
|Depreciation and amortization                                                          |  |                                                                                                   | 794,959   
|Change in derivatives valuation                                                        |  |                                                                                                   | (315,194  
|Noncash interest expense                                                               |  |                                                                                                   | 179,155   
|                                                                                       |  |                                                                                                   |           
|Changes in operating assets and liabilities:                                           |  |                                                                                                   |           
|Prepayments and other current assets                                                   |  |                                                                                                   | (118,632  
|Accounts receivable                                                                    |  |                                                                                                   | (154,938  
|Deferred cost                                                                          |  |                                                                                                   | 2,698     
|Accounts payable                                                                       |  |                                                                                                   | 353,377   
|Deferred rent                                                                          |  |                                                                                                   | 4,311     
|Deferred revenue                                                                       |  |                                                                                                   | (7,674    
|Accrued expenses                                                                       |  |                                                                                                   | 278,124   
|Net cash used in operating activities                                                  |  |                                                                                                   | (4,104,967
|                                                                                       |  |                                                                                                   |           
|Cash flows from investing activities:                                                  |  |                                                                                                   |           
|Note receivable                                                                        |  |                                                                                                   | (1,000,000
|Installment payments related to pending business combination                           |  |                                                                                                   | (5,000,000
|Website development costs and other fixed assets                                       |  |                                                                                                   | (1,157,631
|Net cash used in investing activities                                                  |  |                                                                                                   | (7,157,631
|                                                                                       |  |                                                                                                   |           
|Cash flows from financing activities:                                                  |  |                                                                                                   |           
|Proceeds from shareholder notes payable                                                |  |                                                                                                   | 797,982   
|Repayment of shareholder notes payable                                                 |  |                                                                                                   | (63,446   
|Proceeds from 8% convertible notes payable                                             |  |                                                                                                   | 273,474   
|Proceeds from conversion feature and warrants related to 8% notes payable              |  |                                                                                                   | 726,526   
|Proceeds from 10% convertible notes payable                                            |  |                                                                                                   | 1,741,687 
|Proceeds from conversion feature and warrants related to 10% convertible notes payable |  |                                                                                                   | 3,033,313 
|Proceeds from private placement of common stock                                        |  |                                                                                                   | 1,250,000 
|Net cash provided by financing activities                                              |  |                                                                                                   | 7,759,536 
|                                                                                       |  |                                                                                                   |           
|Net increase (decrease) in cash and restricted cash                                    |  |                                                                                                   | (3,503,062
|                                                                                       |  |                                                                                                   |           
|Cash and restricted cash at beginning of period                                        |  |                                                                                                   | 3,619,249 
|                                                                                       |  |                                                                                                   |           
|Cash and restricted cash at end of period                                              |  | $                                                                                                 | 116,187   
|                                                                                       |  |                                                                                                   |           
|Supplemental disclosures of noncash investing and financing activities:                |  |                                                                                                   |           
|Capitalization of stock-based compensation to website development costs                |  |                                                                                                   | 1,146,396 
|Accrual of stock issuance costs                                                        |  |                                                                                                   | 381,895   
|Reclassification of Investor note payable to Common stock to be issued                 |  |                                                                                                   | 3,000,000 
|Shares issued for investment banking fees                                              |  |                                                                                                   | -         





See accompanying notes to consolidated
financial statements



6







theMaven, Inc. and
Subsidiary

Notes to Condensed Consolidated Financial
Statements

June 30, 2018

(Unaudited and Not Reviewed)





1. Nature of Operations



TheMaven, Inc.
(“Parent”) and Maven Coalition, Inc. (“Subsidiary”) (collectively “TheMaven” or the
 “Company”) are operating and continuing to develop an exclusive network of professionally managed online media
channels, with an underlying technology platform. Each channel will be operated by an invite only Channel Partner drawn from
subject matter experts, reporters, group evangelists and social leaders. Channel Partners will publish content and oversee an
online community for their respective channels, leveraging a proprietary, socially-driven, mobile-enabled, video-focused
technology platform to engage niche audiences within a single network.



2. Basis of Presentation



TheMaven Network, Inc. was incorporated
in Nevada on July 22, 2016, under the name “Amplify Media, Inc.” On July 27, 2016, the corporate name was amended
to “Amplify Media Network, Inc.” and on October 14, 2016, the corporate name was changed to “TheMaven Network,
Inc.” On March 5, 2018 the corporate name was changed to Maven Coalition, Inc.



TheMaven, Inc. was formerly known as Integrated
Surgical Systems, Inc., a Delaware corporation (“Integrated”). From June 2007 until November 4, 2016, Integrated
was a non-active “shell company” as defined by regulations of the Securities and Exchange Commission (SEC). On August
11, 2016, Integrated entered into a loan to Subsidiary that provided initial funding totaling $735,099 for the Subsidiary’s
operations. On October 14, 2016 Integrated entered into a Share Exchange Agreement (the “Share Exchange Agreement”)
with Subsidiary and the shareholders of Subsidiary, holding all of the issued and outstanding shares of Subsidiary (collectively,
 “Subsidiary Shareholders”). The Share Exchange Agreement was amended on November 4, 2016 to include certain
newly issued shares of Subsidiary in the transaction and make related changes to the agreement and the Share Exchange was consummated.
The transaction resulted in Parent acquiring Subsidiary by the exchange of all of the outstanding shares of Subsidiary for 12,517,152
newly issued shares of the common stock, $0.01 par value (the “Common Stock”) of Parent, representing approximately
56.7% of the issued and outstanding shares of Common Stock immediately after the transaction. The transaction is referred to as
the “Recapitalization.” The Recapitalization was consummated on November 4, 2016, as a result of which Maven Coalition,
Inc. became a wholly owned subsidiary of Integrated (the “Closing”). The note payable between Integrated and
Subsidiary was an interdependent transaction with the Recapitalization and was ultimately cancelled upon closing of the Recapitalization.
On December 2, 2016, Integrated amended its Certificate of Incorporation to change its name from “Integrated Surgical Systems,
Inc.” to “TheMaven, Inc.”



From June 2007 until the closing of the
Recapitalization, Integrated was a non-active “shell company” as defined by regulations of the SEC and, accordingly,
the Recapitalization was accounted for as a reverse recapitalization rather than a business combination. As the Subsidiary is
deemed to be the purchaser for accounting purposes under reverse recapitalization accounting, the Company’s financial statements
are presented as a continuation of Subsidiary, and the accounting for the Recapitalization is equivalent to the issuance of stock
by Subsidiary for the net monetary assets of Parent as of the Closing accompanied by a recapitalization.  See Note 9 for
summary of the assets acquired, transaction costs and the consideration exchanged in the Recapitalization.



The financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable
rules and regulations of the Securities and Exchange Commission (“SEC”). Our unaudited condensed financial statements
reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of our financial position
and results of operations. Such adjustments are of a normal recurring nature, unless otherwise noted. The balance sheet as of
June 30, 2018 and the results of operations for the three months and six months ended June 30, 2018 are not necessarily indicative
of the results to be expected for the entire year.





Financial Statements Have Not Been Reviewed



Due to the resignation
of BDO USA, LLP, our registered public accounting firm, on September 28, 2018, the unaudited interim financial statements for the
three and six months ended June 30, 2018, have not been reviewed by a registered public accounting firm and the Form 10-Q is considered
substantially deficient and not timely filed.  The Company plans to remediate this situation by beginning a search for a replacement
registered public accounting firm, which when engaged will review the financial statements in this Quarterly Report on Form 10-Q
that have not been reviewed by a registered public accounting firm and an appropriate amendment thereto filed with the Securities
and Exchange Commission.







3. Going Concern



The Company’s consolidated financial
statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. The Company’s activities are subject to significant risks and uncertainties,
including the need for additional capital, as described below.



As of June 30, 2018, the Company,
since the Recapitalization, has generated less than $400,000 in revenue and has financed its operations through (a) the
Recapitalization transaction with Parent, (b) a loan from Parent that was cancelled upon closing of the Recapitalization and
(c) four private placements of common stock in April and October 2017 and January and March 2018 and (d) three separate
borrowing transactions in June 2018. The Company also completed a private placement of Series H convertible preferred stock in August
2018. The Company has incurred operating losses and negative operating cash flows, and it
expects to continue to incur operating losses and negative operating cash flows for at least the next year. As a result,
management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern,
and the Company’s independent registered public accounting firm, in its report on the Company’s 2017 consolidated
financial statements on Form 10-K, has raised substantial doubt about the Company’s ability to continue as a going
concern.



7







The Company believes that it currently
does not have sufficient funds to support its operations or implement its business plan for one year beyond the date of these financial
statements. In order to continue business operations past that point, the Company currently anticipates that it will need to raise
additional debt and/or equity capital. The Company will also need to raise additional capital to complete its acquisition plans.
There can be no assurances that the Company will be able to secure any such additional financing on acceptable terms and conditions,
or at all. If cash resources become insufficient to satisfy the Company’s ongoing cash requirements, the Company will be
required to scale back or discontinue portions of its operations and adjusts its overall business plans, or obtain funds, if available
(although there can be no certainty), or to discontinue its operations entirely.



4. Significant Accounting Policies
and Estimates



Principles of Consolidation



The accompanying consolidated financial
statements include the financial position, results of operations and cash flows for the three months and six months ended June 30, 2018 and June 30, 2017. All intercompany transactions and balances have been eliminated in consolidation.



Use of Estimates



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and revenues and expenses for the reporting period.  Actual results could materially
differ from those estimates.



Digital Media Content



The Company operates a coalition of online
media channels and will provide digital media (text, audio and video) over the Internet that users may access on demand. As a
broadcaster that transmits third party content owned by our channel partners via digital media, the Company applies ASC 920, “Entertainment
 – Broadcasters”. The channel partners generally receive variable amounts of consideration that are dependent upon
the calculation of revenue earned by the channel in a given month, referred to as a “revenue share”, that are payable
in arrears. In certain circumstances, there is a monthly fixed fee minimum or a fixed yield (“revenue per 1000 impressions”)
based on the volume of advertising impressions served. We disclose fixed dollar commitments for channel content licenses in Note
13 Commitments and Contingencies. Channel partner agreements that include fixed yield based on the volume of impressions served
are not included in Note 13 because they cannot be quantified but are expected to be significant. The expense related to channel
partner agreements are reported in “Service Costs” in the Statements of Operations. The cash payments related to channel
partner agreements are classified within “Net cash used in operating activities” on the Statements of Cash Flows.



Revenue Recognition



During the third quarter of 2017, the
Company adopted ASC 606, “Revenue from Contracts with Customers” as the accounting standard for revenue recognition.
Since the Company had not previously generated revenue from customers the Company did not have to transition its accounting method
from ASC 605, “Revenue Recognition”.



8







Revenues are recognized when control of
the promised goods or services are transferred to our customers, in an amount that reflects the consideration that the Company
expects to receive in exchange for those goods or services. The Company generates all of its revenue from contracts with customers.
The following is a description of the principal activities from which the Company generates revenue:



Advertising



The Company enters into contracts with
advertising networks to serve display or video advertisements on the digital media pages associated with our various channels.
In accordance with ASC 606 the Company recognizes revenue from advertisements at the point in time when each ad is viewed as reported
by our advertising network partners. The quantity of advertisements, the impression bid prices and revenue are reported on a real-time
basis. Although reported advertising transactions are subject to adjustment by the advertising network partners, any such adjustments
are known within a few days of month end. The Company owes our independent publisher channel partners a revenue share of the advertising
revenue earned and this is recorded as service costs in the same period in which the associated advertising revenue is recognized.



Membership



The Company enters into contracts with
Internet users that subscribe to premium content on the digital media channels. These contracts provide Internet users with a
subscription to access the premium content for a given period of time, which is generally one year. In accordance with ASC 606
the Company recognizes revenue from each membership subscription over time based on a daily calculation of revenue during the
reporting period. Subscribers make payment for a subscription by credit card and the amount of the subscription collected in cash
is initially recorded as deferred revenue on the balance sheet. As the Company provides access to the premium content over the
subscription term the Company recognizes revenue and proportionately reduces the deferred revenue balance. The Company owes our
independent publisher channel partners a revenue share of the membership revenue earned and this is initially deferred as deferred
contract costs. The Company recognizes deferred contract costs over the subscription term in the same pattern that the associated
membership revenue is recognized.



Disaggregation of Revenue



The following table provides information
about disaggregated revenue by product line, geographical market and timing of revenue recognition:



|                  |  | Quarter Ended June 30,
    2018 |        
|----------------- |  | ------------------------------- | -------
|                  |  | Advertising                     |        
|By Product Lines: |  | $                               | 199,616



|                         |  | United States |         |  | Other |   |   | Total | 
|------------------------ |  | ------------- | ------- |  | ----- | - | - | ----- | 
|By Geographical Markets: |  | $             | 216,356 |  |       | $ | - |       | 



|                                  |  | At a Point  in Time |         |  | Over Time |   |        | Total | 
|--------------------------------- |  | ------------------- | ------- |  | --------- | - | ------ | ----- | 
|By Timing of Revenue Recognition: |  | $                   | 199,616 |  |           | $ | 16,740 |       | 
|                                  |  |                     |         |  |           |   |        |       | 



|                  |  | Six Months Ended June
    30, 2018 |        
|----------------- |  | ---------------------------------- | -------
|                  |  | Advertising                        |        
|By Product Lines: |  | $                                  | 272,459



|                         |  | United States |         |  | Other |   |   | Total | 
|------------------------ |  | ------------- | ------- |  | ----- | - | - | ----- | 
|By Geographical Markets: |  | $             | 303,041 |  |       | $ | - |       | 



|                                  |  | At a Point  in Time |         |  | Over Time |   |        | Total | 
|--------------------------------- |  | ------------------- | ------- |  | --------- | - | ------ | ----- | 
|By Timing of Revenue Recognition: |  | $                   | 272,459 |  |           | $ | 30,582 |       | 



Contract Balances



The following table provides information about contract balances
as of June 30, 2018:



|                                                     |  | Advertising |         |  | Membership |   |        | Total | 
|---------------------------------------------------- |  | ----------- | ------- |  | ---------- | - | ------ | ----- | 
|Accounts receivable                                  |  | $           | 203,503 |  |            | $ | 4,637  |       | 
|Short-term contract assets (deferred contract costs) |  |             | -       |  |            | $ | 11,449 |       | 
|Short-term contract liabilities (deferred revenue)   |  |             | -       |  |            | $ | 23,763 |       | 



The Company receives payments from advertising
customers based upon contractual payment terms; accounts receivable are recorded when the right to consideration becomes unconditional
and are generally collected within 90 days. The Company generally receives payments from membership customers at the time of sign
up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration
becomes unconditional and are generally collected weekly. Contract assets include contract fulfillment costs related to revenue
shares owed to channel partners, which are amortized to expense over the same period with the associated revenue. Contract liabilities
include payments received in advance of performance under the contract and are recognized as revenue over time. The Company had
no asset impairment charges related to contract assets in the period.



Fixed Assets



Fixed assets are recorded at cost. Major
improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition
of property and equipment are included in income and expense when realized. Depreciation and amortization are provided using the
straight-line method over the following estimated useful lives:



|Office equipment and computers | 3-5 years
|------------------------------ | ---------
|Furniture and fixtures         | 5-8 years
|Website development costs      | 2-3 years



Intangible Assets



The intangible assets consist of the cost
of a purchase website domain name with an indefinite useful life.



Impairment of Long-Lived Assets



The long-lived assets and intangible assets
held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived
assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in
the value of long-lived assets during the period ended June 30, 2018.



9









Website Development Costs



In accordance with authoritative guidance,
the Company begins to capitalize website and software development costs for internal use when planning and design efforts are
successfully completed and development is ready to commence. Costs incurred during planning and design, together with costs incurred
for training and maintenance, are expensed as incurred and recorded in research and development expense within the consolidated
statement of operations. The Company places capitalized website and software development assets into service and commences depreciation/amortization
when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company
capitalizes qualifying costs of specified upgrades or enhancements to capitalized website and software development assets when
the upgrade or enhancement will result in new or additional functionality.



The Company capitalizes internal labor
costs, including compensation, benefits and payroll taxes, incurred for certain capitalized website and software development projects
related to the Company’s technology platform. The Company’s policy with respect to capitalized internal labor stipulates
that labor costs for employees working on eligible internal use capital projects are capitalized as part of the historical cost
of the project when the impact, as compared to expensing such labor costs, is material.



Research and Development



Research and development costs are charged
to operations in the period incurred and amounted to $96,973 and $9,297 for the three months ended June 30, 2018 and June 30,
2017, respectively. Research and development costs are charged to operations in the period incurred and amounted to $187,377 and
$73,319 for the six months ended June 30, 2018 and June 30, 2017, respectively.



Fair Value Measurements



Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” clarifies that fair value
is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions
that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, FASB ASC 820
establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:



| | · | Level
                                         1 – Observable inputs that reflect quoted prices (unadjusted) for identical
                                         assets or liabilities in active markets.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Level
                                         2 – Include other inputs that are directly or indirectly observable in the marketplace.
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | · | Level
                                         3 – Unobservable inputs which are supported by little or no market activity.
| | - | ---------------------------------------------------------------------------------------------------------------------------



The fair value hierarchy also requires
an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.



The carrying value of other current assets
and liabilities are considered to be representative of their respective fair values because of the short-term nature of those
instruments.



Concentrations of Credit Risk - Cash
and Restricted Cash



The Company maintains cash and restricted
cash at a bank where amounts on deposit may exceed the Federal Deposit Insurance Corporation limit throughout the year. The Company
has not experienced losses in such accounts and believes it is not exposed to significant credit risk regarding its cash. The
following table reconciles total cash and restricted cash at:



|                               |  | June 30,  2018 |         |  | December 31, 2017 |  
|------------------------------ |  | -------------- | ------- |  | ----------------- | -
|Cash                           |  | $              | 116,187 |  |                   | $
|Restricted cash                |  |                | -       |  |                   |  
|                               |  |                |         |  |                   |  
|Total cash and restricted cash |  | $              | 116,187 |  |                   | $



10







Stock-based Compensation



The Company provides stock-based compensation
in the form of (a) restricted stock awards to employees, (b) vested stock grants to directors, (c) stock option grants to employees,
directors and independent contractors, and (d) common stock warrants to Channel Partners and other independent contractors.



The Company applies FASB ASC 718, “Stock
Compensation,” when recording stock-based compensation to employees and directors. The estimated fair value of stock-based
awards is recognized as compensation expense over the vesting period of the award. We have adopted ASU 2016-09 in 2016 with early
application and account for actual forfeitures of awards as they occur.



The fair value of restricted stock awards
by Subsidiary at Inception was estimated on the date of the award using the exchange value used by Integrated and the Subsidiary
to establish the relative voting control ratio in the Recapitalization.



The fair value of fully vested stock awards
is estimated using the quoted price of our common stock on the date of the grant. The fair value of stock option awards is estimated
at grant date using the Black-Scholes option pricing model that requires various highly judgmental assumptions including expected
volatility and option life.



The Company accounts for stock issued
to non-employees in accordance with provisions of FASB ASC 505-50, “Equity Based Payments to Non-Employees.” Equity
instruments that are issued to non-employees in exchange for the receipt of goods or services are measured at the fair value of
the consideration received or the fair value of the equity instruments issued, whichever is more reliability measurable. The measurement
date occurs as of the earlier of (a) the date at which a performance commitment is reached or (b) absent a performance commitment,
the date at which the performance necessary to earn the equity instruments is complete (that is, the vesting date). Equity grants
with performance conditions that do not have sufficiently large disincentive for non-performance may be measured at fair value
that is not fixed until performance is complete. The fair value of common stock warrants is estimated at grant date using the
Black-Scholes option pricing model that requires various highly judgmental assumptions including expected volatility. The Company
recognizes expense for equity-based payments to non-employees as the services are received. The Company has specific objective
criteria, such as the date of launch of a Channel on the Company’s platform, for determination of the period over which
services are received and expense is recognized.



The Company issues common stock upon exercise
of equity awards and warrants.



11









Income Taxes



The Company recognizes the tax effects
of transactions in the year in which such transactions enter into the determination of net income regardless of when reported
for tax purposes. Deferred taxes are provided in the financial statements to give effect to the temporary differences which may
arise from differences in the bases of fixed assets, depreciation methods and allowances based on the income taxes expected to
be payable in future years. Deferred tax assets arising primarily as a result of net operating loss carry-forwards and research
and development credits have been offset completely by a valuation allowance due to the uncertainty of their utilization in future
periods.



On December 22, 2017, the Tax Cuts and
Jobs Act of 2017 (the “2017 Tax Act”) was signed into law making significant changes to the U.S. federal corporate
income tax law which included a decrease in the U.S. federal corporate rate from 34% to 21%. See Note 11 Income Taxes for
further discussion.



The Company recognizes interest accrued
relative to unrecognized tax benefits in interest expense and penalties in operating expense. During the three months and six
months ended June 30, 2018, the Company recognized no income tax related interest and penalties. The Company had no accruals for
income tax related interest and penalties at June 30, 2018.



Basic and Diluted Loss per Common Share



Basic income or loss per share is computed
using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock
equivalent shares, such as options, restricted stock, and warrants. Restricted stock is considered outstanding and included in
the computation of basic income or loss per share when underlying restrictions expire and the shares are no longer forfeitable.
Diluted income per share is computed using the weighted average number of common shares outstanding and common stock equivalent
shares outstanding during the period using the treasury stock method. Common stock equivalent shares are excluded from the computation
if their effect is anti-dilutive. Unvested but outstanding restricted stock (which are forfeitable) are included in the diluted
income per share calculation. In a period where there is a net loss, the diluted loss per share is computed using the basic share
count. At June 30, 2018, potentially dilutive shares outstanding amounted to 12,617,957.



Risks and Uncertainties



The Company has a limited operating history
and has not generated revenue to date. The Company’s business and operations are sensitive to general business and economic
conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations
in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s
control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could
have a material adverse effect on the Company’s financial condition and the results of its operations.



In addition, the Company will compete
with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive
human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized
by rapid changes in technology and market demands. As a result, the Company’s products, services, and/or expertise may become
obsolete and/or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances,
anticipate customer and market demands, and enhance its current technology under development.



Reclassifications



Certain reclassifications have been made
to the prior period financial statements to conform to the current period presentation. These reclassifications did not result
in any changes in total assets, liabilities, stockholders’ equity, or net loss.



Recently Adopted Standards



In May 2017, the FASB issued ASU 2017-09,
Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides clarity and reduces
both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718 to a change in terms or conditions
of a share-based payment award. The amendments in this ASU are effective for public entities for fiscal years and interim periods
beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2017-09 did not have a material effect on
the financial statements and related disclosures.



Recently Issued Accounting Pronouncements



In June 2018, the FASB issued ASU 2018-07,
Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-based Payments Accounting, an ASU which
expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees.
ASU 2018-07 is required for fiscal years beginning after December 15, 2018 with early adoption is permitted. The Company is currently
assessing the potential impact of adopting ASU 2018-07 on its financial statements and related disclosures.



In February 2016, the FASB issued ASU
2016-02, Leases (Topic 842), which supersedes all existing guidance on accounting for leases in ASC Topic 840.  ASU 2016-02
is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding
lease liabilities on the balance sheet.  ASU 2016-02 will continue to classify leases as either finance or operating, with
classification affecting the pattern of expense recognition in the statement of income.  ASU 2016-02 is effective for fiscal
years beginning after December 15, 2018, including interim periods within those fiscal years.  Early adoption is permitted. 
ASU 2016-02 is required to be applied with a modified retrospective approach to each prior reporting period presented with various
optional practical expedients. The Company is currently assessing the potential impact of adopting ASU 2016-02 on its financial
statements and related disclosures.



12







5. Note Receivable



On March 19, 2018, the Company
entered into a non-binding letter of intent to acquire Say Media Inc. (“Say Media”), a media and publishing
technology company (the “Letter of Intent”). The acquisition will be subject to negotiation and execution of
definitive documentation and various conditions precedent. In connection with the Letter of Intent, on March 26, 2018, Maven
loaned $1,000,000 to Say Media and was issued a secured promissory note in the principal amount of $1,000,000 from Say Media
(the “Note”). The Note bears interest at the rate of 5% per annum and is secured against all of the assets of Say
Media. During the quarter ended June 30, 2018 approximately $13,000 of interest accrued on this Note. The Note is due and
payable on the six-month anniversary of the earlier of (i) the termination of the Letter of Intent or (ii) if Maven and Say
Media should execute a definitive agreement with respect to the proposed acquisition, the termination of the definitive
agreement. As of June 30, 2018, the Company believes it will either collect the note receivable from Say Media or that the
amount advanced to Say Media under the note receivable will be applied to the purchase price of the proposed acquisition, and
therefore believes that it is not probable a loss has been incurred related to the note receivable. Therefore, no allowance
is deemed necessary against the outstanding amount of $1,000,000 as of June 30, 2018.



6. Fixed Assets



At June 30, 2018 and December 31, 2017,
fixed assets, net consisted of the following:



|                                          |  | June 30, 2018 |            |   | December 31,
    2017 |  
|----------------------------------------- |  | ------------- | ---------- | - | --------------------- | -
|Office equipment and computers            |  | $             | 70,402     |   |                       | $
|Furniture and equipment                   |  |               | 22,418     |   |                       |  
|Website development costs                 |  |               | 5,424,044  |   |                       |  
|                                          |  |               | 5,516,864  |   |                       |  
|Accumulated depreciation and amortization |  |               | (1,320,070 | ) |                       |  
|Fixed assets, net                         |  | $             | 4,196,794  |   |                       | $



In May 2017, the Company launched its website
and began amortization of capitalized website development cost. The Company recorded amortization expense of $433,204 in the three
months ended June 30, 2018 and $53,000 in the three months ended June 30, 2017. The Company recorded amortization expense of $782,716
in the six months ended June 30, 2018 and $53,000 in the six months ended June 30, 2017.



The Company recorded depreciation
expense of $6,613 and $2,065 in the three months ended June 30, 2018 and June 30, 2017, respectively. The Company
recorded depreciation expense of $12,243 and $3,336 in the six months ended June 30, 2018 and June 30, 2017,
respectively.



7. Notes Payable



During the second quarter, the Company completed three separate financing transactions that involved the
issuance of debt, convertible debt and warrants as shown in the following table:



|                                       |  | Attributable
to Debt
Instrument |           |   | Conversion
Feature
Additional
Paid-in
Capital |   |           | Conversion
Feature and
Warrant
 Liabilities |  |   | Proceeds
Net of
 Repayment | 
|-------------------------------------- |  | ------------------------------- | --------- | - | --------------------------------------------- | - | --------- | ------------------------------------------- |  | - | -------------------------- | 
|Shareholder notes payable ("CEO Loan") |  | $                               | 797,982   |   |                                               | $ | -         |                                             |  | $ | -                          | 
|Repayment of shareholder notes payable |  |                                 | (63,446   | ) |                                               |   | -         |                                             |  |   | -                          | 
|8% convertible notes payable           |  |                                 | 273,474   |   |                                               |   | -         |                                             |  |   | 726,526                    | 
|10% convertible notes payable          |  |                                 | 1,741,687 |   |                                               |   | 1,588,250 |                                             |  |   | 1,445,063                  | 
|Total gross proceeds net of repayments |  | $                               | 2,749,697 |   |                                               | $ | 1,588,250 |                                             |  | $ | 2,171,589                  | 



Shareholder Notes Payable



During May 2018, the Company borrowed a
total of $663,000 from the CEO of the Company in order to continue to fund operations. The loan is evidenced by a promissory note
payable upon demand with interest at the minimum applicable federal rate, which is approximately 2.34 percent.



On June 6, 2018, the Company repaid $63,000
of the amount borrowed from the CEO in May 2018 and on June 6, 2018 the Company borrowed $135,000 from the CEO on a new promissory
note payable upon demand with interest at the minimum applicable federal rate which is approximately 2.34 percent.



On July 13, 2018 the Company borrowed $225,000
from the CEO on a new promissory note payable upon demand with interest at the minimum applicable federal rate which is approximately
2.34 percent.



8% Convertible Notes Payable



On June 6, 2018, the Company entered into
a Securities Purchase Agreement (the “Purchase Agreement”) with L2 Capital, LLC (“L2”), pursuant to which
L2 purchased from the Company a Promissory Note (the “Note”), issuable in tranches, in the aggregate principal amount
of $1,126,112 for an aggregate purchase price of $1,000,000 (the “Consideration”). The initial tranche of $570,556
(which includes $15,000 of L2’s legal expenses), for an aggregate purchase price of $500,000, was issued by the Company to
L2 on June 11, 2018 when the proceeds were received by the Company. The second tranche of $555,556, for an aggregate purchase price
of $500,000, was issued by the Company to L2 on June 15, 2018 when the proceeds were received by the Company. In addition, on the
dates thereof, the Company issued warrants to L2 (the “Warrants”), related to each tranche exercisable for approximately
216,120 and 238,934 shares of the Company’s Common Stock, provided, that at the time of L2’s funding of each additional
tranche under the Note, if any, the number of shares issuable under the Warrant shall increase by the quotient of 50% of the face
value of the respective tranche and 110% multiplied by the volume weighted average price (“VWAP”) of the Company’s
Common Stock on the trading day immediately prior to the funding date of the respective tranche. The Warrant is exercisable for
a period of five years at an exercise price equal to 110% of the VWAP of the Company’s Common Stock on the trading day immediately
prior to the funding date of the respective tranche, subject to customary anti-dilution adjustments, and may, in the event there
is no effective registration statement covering the re-sale of the warrant shares, be exercised on a cashless basis. See Note 14
regarding the repayment of the 8% Convertible Notes Payable on September 6, 2018.



10% Convertible Notes Payable



On June 15, 2018, four investors invested
a total of $4,775,000 in a convertible debt offering (“Debentures”). Included in the total was an investment of $1
million by the Company’s CEO and an investment of $25,000 by the Company’s President. Interest is payable on the Debentures
at the rate of 10% per annum, payable in cash semi-annually on December 31 and June 30, and on maturity, beginning on December
31, 2018, and the Debentures are due and payable on June 30, 2019 (the “Maturity Date”). On the Maturity Date, and
on any conversion prior to the Maturity Date, each Investor will be entitled to receive additional interest payment to provide
the Investor with a 20% annual Internal Rate of Return.



The
Debentures are convertible into shares of the Company’s common stock, at the option of the Investor at any time prior to
the Maturity Date, at a conversion price of $1.2912 per share or the Company must pay liquidated damages as defined in the Debenture.
The Company also has the option to redeem some or all of the outstanding principal amount of the Debenture and further provides
that if after the Company undertakes a subsequent financing (or financings) for gross proceeds of at least $20 million (a “Qualified
Offering”), the Company has the option, to cause the Investors to convert, plus make a cash payment to the Investors in an
aggregate amount to provide the Investor with a 20% annual Internal Rate of Return through the date of payment, in addition to
other obligations defined in the Debenture Agreement. The Debentures were converted into shares of Series H Convertible Preferred
Stock on August 10, 2018. See also Note 14 Subsequent Events regarding the conversion of the 10% Convertible Notes Payable into
Series H Preferred Stock.



13







8. Redeemable Series G Convertible
Preferred Stock



The Company’s Certificate of Incorporation
authorized 1,000,000 shares of undesignated, serial preferred stock. Preferred stock may be issued from time to time in one or
more series. The Board of Directors is authorized to determine the rights, preferences, privileges, and restrictions granted to
and imposed upon any wholly unissued series of preferred stock and designation of any such series without any further vote or
action by the Company’s stockholders.



As of June 30, 2018, the Company’s
only outstanding series of convertible preferred stock is the Series G Convertible Preferred Stock (“Series G”).



The Series G stock has a stated value
of $1,000 per share and is convertible into common stock at a conversion price equal to 85% of the lowest sale price of the common
stock on its listed market over the five trading days preceding the date of conversion (“Beneficial Conversion Feature”),
subject to a maximum conversion price. The number of shares of common stock that may be converted is determined by dividing the
stated value of the number of shares of Series G to be converted by the conversion price. The Company may elect to pay the Series
G holder in cash at the current market price multiplied by the number of shares of common stock issuable upon conversion.



For the three months and six months ended
June 30, 2018, no shares of Series G were converted into shares of common stock.  At June 30, 2018, the outstanding
Series G shares were convertible into a minimum of 150,175 shares of common stock.



Upon a change in control, sale of or similar
transaction, as defined in the Certificate of Designation for the Series G, each holder of the Series G has the option to deem
such transaction as a liquidation and may redeem his or her shares at the liquidation value of $1,000, per share, for an aggregate
amount of $168,496.  The sale of all the assets on June 28, 2007 triggered the preferred stockholders’ redemption
option.  As such redemption is not in the control of the Company, the Series G stock has been accounted for as if it
was redeemable preferred stock and is classified on the balance sheet between liabilities and stockholders’ equity.



14







9. Recapitalization on November 4, 2016



As described in Note 2, the Company has
accounted for the Recapitalization, which closed on November 4, 2016, as a reverse recapitalization. Because Integrated was a
non-operating public shell corporation the transaction is considered to be a capital transaction in substance rather than a business
combination. The transaction is equivalent to the issuance of stock by the Subsidiary for the net monetary assets of the Parent
accompanied by a recapitalization.



Prior to the Recapitalization, Integrated
had 9,530,379 issued and outstanding shares of common stock. In the Recapitalization, holders of Subsidiary’s common stock
received 4.13607 shares of Parent common stock for each Subsidiary share, totaling 12,517,152 shares. After the Recapitalization
a total of 22,047,531 shares of Parent common stock were outstanding as of December 31, 2016.



Integrated and Subsidiary agreed to the
terms of Recapitalization to reflect the arms-length negotiated fair value of the Subsidiary as $2.5 million relative to the fair
value of Integrated’s cash and available for sale investment securities. This resulted in the former shareholders of Subsidiary
obtaining 56.7% voting control of the Company’s issued and outstanding common stock.



15







10. Stockholders’ Equity



The Company has authorized 100,000,000
shares of common stock, $0.01 par value, of which 30,975,206 and 28,516,009 shares were issued and outstanding as of June 30,
2018 and December 31, 2017, respectively.



Restricted Stock Awards



On August 11, 2016, management and employees
of Subsidiary in conjunction with the incorporation on July 22, 2016 received 12,209,677 shares of common stock as adjusted for
the Recapitalization exchange ratio of 4.13607. These shares were subject to a Company option to buy back the shares at the original
cash consideration paid, which totaled $2,952 or approximately $0.0002 per share. Pursuant to the achievement of the Unique User
Performance Condition, the employees vest their ownership in these shares over a three-year period beginning August 1, 2016 with
one-third vesting on August 1, 2017 and the balance monthly over the remaining two years. Because these shares require continued
service to the Company the estimated fair value is recognized as compensation expense over the vesting period of the award.



16







As of December 31, 2017, the Unique User Performance Condition was determined based on 4,977,144 unique
users accessing Maven channels in November 2017. Based on this level of unique users 56% of the shares subject to the performance
condition were released and 1,927,641 of the escrow shares were subject to the Company’s buy-back right. The Company’s
Board of Directors made a determination on March 12, 2018 to waive the buy-back right. This waiver of the buy-back right related
to 1,927,641 shares is a modification of the terms of the restricted stock awards and will result in incremental compensation cost
of approximately $2.8 million that will be recognized over a period of approximately 1.3 years, with a total of $2.2 million to
be recognized in 2018, of which $225,000 and $1.5 million was recognized in the three and six months ended June 30, 2018.



At June 30, 2018, total compensation cost,
including the effect of the waiver of the buy-back right, related to restricted stock awards but not yet recognized was $3.0 million.
This cost will be recognized over a period of approximately 1.3 years with a total of $1.13 million remaining to be recognized
in 2018.



Stock Options



On March 28, 2018, the Board of Directors
approved an increase in the total number of shares reserved from 3,000,000 to 5,000,000. The Plan is administered by the Board
of Directors, and there were no grants prior to the formation of the Plan. Shares of common stock that are issued under the Plan
or subject to outstanding incentive awards will be applied to reduce the maximum number of shares of common stock remaining available
for issuance under the Plan, provided, however, that that shares subject to an incentive award that expire will automatically
become available for issuance. Options issued under the Plan may have a term of up to ten years and may have variable vesting
provisions.



In conjunction with the Recapitalization,
the Company assumed 175,000 fully-vested options, 25,000 were exercised in 2017 and 125,000 were exercised in 2018 and 25,000
are still outstanding, in connection with the Recapitalization with an exercise price of $0.17 per share, which expire on May
15, 2019.



The estimated fair value of stock-based
awards is recognized as compensation expense over the vesting period of the award. The fair value of restricted stock awards is
determined based on the number of shares granted and the quoted price of the Company’s common stock on the date of grant.
The fair value of stock option awards is estimated at the grant date as calculated using the Black-Scholes option-pricing model.
The Black-Scholes model requires various highly judgmental assumptions including expected volatility and option life. The fair
values of our stock option grants were estimated with the following average assumptions:



17









The fair value of stock options granted during 2018 were estimated with the following assumptions:



First Quarter:

|Expected life              |  | 6.0 years |       
|-------------------------- |  | --------- | ------
|Risk-free interest rate    |  |           | 2.60  
|Expected annual volatility |  |           | 113.87
|Dividend yield             |  |           | 0.00  





Second Quarter:

|Expected life              |  | 6.0 years |       
|-------------------------- |  | --------- | ------
|Risk-free interest rate    |  |           | 2.77  
|Expected annual volatility |  |           | 108.59
|Dividend yield             |  |           | 0.00  



For the six months ended June 30, 2018
option activity was as follows:





|                               |  | Number of Shares |           |   | Weighted Average Exercise Price |   |      | Weighted Average Remaining Contractual Life (in years) |  |  | Aggregate Intrinsic Value | 
|------------------------------ |  | ---------------- | --------- | - | ------------------------------- | - | ---- | ------------------------------------------------------ |  |  | ------------------------- | 
|Outstanding at January 1, 2018 |  |                  | 2,176,637 |   |                                 | $ | 1.25 |                                                        |  |  | 9.00                      | 
|                               |  |                  |           |   |                                 |   |      |                                                        |  |  |                           | 
|Granted                        |  |                  | 2,001,250 |   |                                 |   | 1.74 |                                                        |  |  | 9.53                      | 
|Exercised                      |  |                  | (125,000  | ) |                                 |   | .17  |                                                        |  |  | 5.87                      | 
|Forfeited                      |  |                  | (45,000   | ) |                                 |   | 1.61 |                                                        |  |  | 9.75                      | 
|                               |  |                  |           |   |                                 |   |      |                                                        |  |  |                           | 
|Outstanding at June 30, 2018   |  |                  | 4,007,887 |   |                                 | $ | 1.53 |                                                        |  |  | 9.28                      | 
|                               |  |                  |           |   |                                 |   |      |                                                        |  |  |                           | 
|Exercisable at June 30, 2018   |  |                  | 752,146   |   |                                 | $ | 1.33 |                                                        |  |  | 8.48                      | 







The Company has granted 3,3982,887 options
under the Plan. In the three months ended June 30, 2018, the Company recorded stock-based compensation of $275,867 related to the
grants. Of the total stock-based compensation, $214,038 was expensed in General and Administrative and Research and Development
expenses and $61,829 was capitalized as Website Development Costs. In the six months ended June 30, 2018, the Company recorded
stock-based compensation of $542,175 related to the grants. Of the total stock-based compensation, $433,424 was expensed in General
and Administrative and Research and Development expenses and $108,751 was capitalized as Website Development Costs.



At June 30, 2018, total compensation cost
related to stock options granted under the Plan but not yet recognized was $3,726,000. This cost will be amortized on a straight-line
method over a period of approximately 1.98 years. The aggregate intrinsic value represents the difference between the exercise
price of the underlying options and the quoted price of our common stock for the number of options that were in-the-money at June
30, 2018.



18







The following table summarizes certain
information about stock options for the six months ended June 30, 2018:



|Weighted average grant-date fair value for options granted during the period |  | $ | 1.74    | 
|---------------------------------------------------------------------------- |  | - | ------- | 
|                                                                             |  |   |         | 
|Vested options in-the-money at June 30, 2018                                 |  |   | 752,146 | 
|                                                                             |  |   |         | 
|Aggregate intrinsic value of options exercised during the period             |  | $ | 124,000 | 



The following table summarizes the common
shares reserved for future issuance under the Plan as of June 30, 2018:



|Stock options outstanding                |  |  | 3,982,887 | 
|---------------------------------------- |  |  | --------- | 
|Stock options available for future grant |  |  | 1,017,113 | 
|                                         |  |  | 5,000,000 | 



Common Stock Warrants – Channel Partner Program



On December 19, 2016, the
Company’s Board of Directors approved a program to be administered by management that authorized the Company to issue
up to 5,000,000 common stock warrants to provide equity incentive to its Channel Partners to motivate and reward them for
their services to the Company and to align the interests of the Channel Partners with those of stockholders of the Company.
The following table summarizes the activity in Channel Partner Warrants during the six months ended June 30, 2018:



|                               |  | Number of Shares |           |   | Weighted Average
    Exercise Price |   |      | Weighted Average
    Remaining Contractual Life (in years) |  |  | Aggregate Intrinsic
    Value | 
|------------------------------ |  | ---------------- | --------- | - | ----------------------------------- | - | ---- | ---------------------------------------------------------- |  |  | ----------------------------- | 
|Outstanding at January 1, 2018 |  |                  | 1,303,832 |   |                                     | $ | 1.48 |                                                            |  |  | 4.50                          | 
|Granted                        |  |                  | 225,000   |   |                                     |   | 1.84 |                                                            |  |  | 4.90                          | 
|Exercised                      |  |                  | -         |   |                                     |   | -    |                                                            |  |  |                               | 
|Forfeited                      |  |                  | (83,986   | ) |                                     |   | 1.91 |                                                            |  |  | 4.50                          | 
|                               |  |                  |           |   |                                     |   |      |                                                            |  |  |                               | 
|Outstanding at June 30, 2018   |  |                  | 1,444,846 |   |                                     | $ | 1.51 |                                                            |  |  | 4.79                          | 
|                               |  |                  |           |   |                                     |   |      |                                                            |  |  |                               | 
|Exercisable at June 30, 2018   |  |                  | -         |   |                                     | $ | -    |                                                            |  |  | -                             | 



In the six months ended June 30, 2018, the Company issued 225,000 common stock warrants to 13 of the Channel
Partners. The warrants have a performance condition and vest over three years and expire in five years from issuance. The exercise
prices range from $1.15 to $1.99 with a weighted average of $1.84. The performance conditions are generally based on the average
number of unique visitors on the Channel operated by the Channel Partner generated during the six-month period from the launch
of the Channel Partners operations on theMaven Network or the revenue generated during the period from issuance date through December
31, 2021 Equity grants with performance conditions that do not have sufficiently large disincentive for non-performance may be
measured at fair value that is not fixed until performance is complete. The Company recognizes expense for equity-based payments
to non-employees as the services are received. The Company has specific objective criteria, such as the date of launch of a Channel
on the Company’s platform, for determination of the period over which services are received and expense is recognized. In
the three and six months ended June 30, 2018, the Company recorded stock-based compensation of zero and $136,587 related to these
warrants, respectively.



19







Other Warrants



On November 4, 2016, in accordance with the Investment Banking Advisory Agreement more fully described in
Note 12, Integrated issued warrants to MDB Capital Group, LLC to purchase 1,169,607 shares of Parent common stock in conjunction
with the Recapitalization. On April 30, 2018 the holders exercised 842,117 warrants under the cash-less exercise provisions and
received 736,852 shares of common stock upon the exercise when the stock price was $1.60 per share. A total of 328,153 warrants
remain outstanding as of June 30, 2018. The warrants have an exercise price of $0.20 per share and expire on November 4, 2021.
The aggregate intrinsic value of the 328,153 warrants at June 30, 2018 is $328,000.



Private Placement of Common Stock



In January 2018 and March 2018, the Company raised pursuant
to a private placement $3,000,000 and $1,250,000, respectively. The $3 million was received prior to December 31, 2017 and was
classified as Restricted Cash in the December 31, 2017 balance sheet and then subsequently reclassified to Cash in January 2018
upon completion of the private placement subscription documents. In addition, the investment was classified as Investor Demand
Payable in the December 31, 2017 balance sheet and then subsequently reclassified to equity in January 2018.



Stock-based Compensation



The impact on our results of operations
of recording stock-based compensation expense for the three months ended June 30, 2018 was as follows:



|                           |  | Restricted |         |  |         |   |         | Channel  |  |   |       | 
|-------------------------- |  | ---------- | ------- |  | ------- | - | ------- | -------- |  | - | ----- | 
|                           |  | Stock at   |         |  | Stock   |   |         | Partner  |  |   |       | 
|                           |  | Inception  |         |  | Options |   |         | Warrants |  |   | Total | 
|Cost of revenue            |  | $          | -       |  |         | $ | -       |          |  | $ | -     | 
|Research and development   |  |            | -       |  |         |   | 1,184   |          |  |   | -     | 
|General and administrative |  |            | 381,287 |  |         |   | 179,032 |          |  |   | -     | 
|                           |  | $          | 381,287 |  |         | $ | 180,216 |          |  |   | -     | 



In addition, during the three months ended
June 30, 2018 stock-based compensation totaling $907,978 during the application and development stage was capitalized for website
development.



The impact on our results of operations
of recording stock-based compensation expense for the three months ended June 30, 2017 was as follows:



|                           |  | Restricted |         |  |         |   |         | Channel  |  |   |          |  |  |       |       
|-------------------------- |  | ---------- | ------- |  | ------- | - | ------- | -------- |  | - | -------- |  |  | ----- | ------
|                           |  | Stock at   |         |  | Stock   |   |         | Partner  |  |   |          |  |  |       |       
|                           |  | Inception  |         |  | Options |   |         | Warrants |  |   | Warrants |  |  | Total |       
|Cost of revenue            |  | $          | -       |  |         | $ | -       |          |  | $ | 80,000   |  |  | $     | -     
|Research and development   |  |            | -       |  |         |   | -       |          |  |   | -        |  |  |       | -     
|General and administrative |  |            | 269,341 |  |         |   | 176,016 |          |  |   | -        |  |  |       | 32,335
|                           |  | $          | 269,341 |  |         | $ | 176,016 |          |  |   | 80,000   |  |  |       | 32,335



In addition, during the three months ended
June 30, 2017 stock-based compensation totaling $212,156 during the application and development stage was capitalized for website
development.



The impact on our results of operations
of recording stock-based compensation expense for the six months ended June 30, 2018 was as follows:



|                           |  | Restricted |           |  |         |   |         | Channel  |  |   |         | 
|-------------------------- |  | ---------- | --------- |  | ------- | - | ------- | -------- |  | - | ------- | 
|                           |  | Stock at   |           |  | Stock   |   |         | Partner  |  |   |         | 
|                           |  | Inception  |           |  | Options |   |         | Warrants |  |   | Total   | 
|Cost of revenue            |  | $          | -         |  |         | $ | -       |          |  | $ | 136,586 | 
|Research and development   |  |            | -         |  |         |   | 1290    |          |  |   | -       | 
|General and administrative |  |            | 1,393,862 |  |         |   | 380,656 |          |  |   | -       | 
|                           |  | $          | 1,393,862 |  |         | $ | 381,946 |          |  |   | 136,586 | 



In addition, during the six months ended
June 30, 2018 stock-based compensation totaling $907,978 during the application and development stage was capitalized for website
development.







The impact on our results of operations
of recording stock-based compensation expense for the six months ended June 30, 2017 was as follows:



|                           |  | Restricted |         |  |         |   |         | Channel  |  |   |          |  |  |       |       
|-------------------------- |  | ---------- | ------- |  | ------- | - | ------- | -------- |  | - | -------- |  |  | ----- | ------
|                           |  | Stock at   |         |  | Stock   |   |         | Partner  |  |   |          |  |  |       |       
|                           |  | Inception  |         |  | Options |   |         | Warrants |  |   | Warrants |  |  | Total |       
|Cost of revenue            |  | $          | -       |  |         | $ | -       |          |  | $ | -        |  |  | $     | -     
|Research and development   |  |            | -       |  |         |   | -       |          |  |   | -        |  |  |       | -     
|General and administrative |  |            | 539,994 |  |         |   | 191,512 |          |  |   | 80,000   |  |  |       | 32,335
|                           |  | $          | 539,994 |  |         | $ | 191,512 |          |  |   | 80,000   |  |  |       | 32,335



In addition, during the six months ended
June 30, 2017 stock-based compensation totaling $444,841 during the application and development stage was capitalized for website
development.



11. Income Taxes



Deferred income tax assets and liabilities
are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases
of assets and liabilities and are measured using enacted tax rates in effect for the year in which those temporary differences
are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized.



As a result of the Company’s cumulative
losses, management has concluded that a full valuation allowance against the Company’s net deferred tax assets is appropriate.
No income tax liabilities existed as of June 30, 2018 and December 31, 2017 due to the Company’s continuing operating losses.



20







12. Related Party Transactions





Investment Banking Services



On April 4, 2017, the Company completed
a private placement of its common stock, selling 3,765,000 shares at $1.00 per share, for total gross proceeds of $3,765,000.
In connection with the offering, the Company paid $188,250 and issued 162,000 shares of common stock to MDB Capital Group LLC,
which acted as placement agent.



On October 19, 2017, the Company completed
a private placement of its common stock, selling 2,391,304 shares at $1.15 per share, for total gross proceeds of $2,750,000. 
In connection with the offering, the Company issued 119,565 shares of common stock and 119,565 common stock warrants to MDB Capital
Group LLC, which acted as placement agent.



Mr. Christopher Marlett was a director
of the Company until February 1, 2018. Mr. Marlett is the Chief Executive Officer of MDB. Mr. Gary Schuman, who was the Chief
Financial Officer of the Company until May 15, 2017 is the Chief Financial Officer and Chief Compliance Officer of MDB. The Company
compensated Mr. Schuman for his services at the rate of $3,000 per month until his resignation. Mr. Robert Levande was a director
of the Company until July 5, 2017. Mr. Levande is a senior managing director of MDB.





Loan Guarantees from Shareholders



Prior to and interdependent upon the closing
of the Recapitalization, the Parent provided a series of advances for an aggregated amount of approximately $735,000 to the Subsidiary
under a promissory note (the “Term Note”). The Term Note was guaranteed by MDB in the amount of $150,000 and Mr. Heckman,
the Company’s Chief Executive Officer, in the amount of $350,000 and secured by a mortgage held by the Parent on certain
properties owned by Mr. Heckman located in the State of Washington and the Province of British Columbia (“Mortgage”).
At the Closing of the Recapitalization, the Term Note was cancelled and the Personal Guarantee, the Mortgage and the MDB Guarantee
were terminated.





Service Contracts



Ms. Rinku Sen became a director of the
Company in November 2017 and has provided consulting services and operates a channel on our platform. During the year ended December
31, 2017, Ms. Sen was paid $15,000 for these services.



Effective on September 20, 2017, the Company
entered into a six-month contract, with automatic renewals unless cancelled, with a company located in Nicaragua that is owned
by Mr. Christopher Marlett, a director of the Company, to provide content conversion services. The estimated monthly costs are
expected to be less than $5,000 per month.





Loans from Shareholders



During May 2018, the Company borrowed
a total of $663,000 from the CEO of the Company in order to continue to fund operations. The loan is evidenced by a promissory
note payable upon demand with interest at the minimum applicable federal rate, which is approximately 2.34 percent.



On June 6, 2018, the Company repaid $63,000
of the amount borrowed from the CEO in May and on June 6, 2018 the Company borrowed $135,000 from the CEO on a new promissory
note payable upon demand with interest at the minimum applicable rate which is approximately 2.34 percent.



On June 15, 2018, four investors invested
a total of $4,775,000 in a convertible debt offering (“Debentures”). Included in the total was an investment of $1
million by the Company’s CEO and $25,000 from the Company’s President. Interest is payable on the Debentures at the
rate of 10% per annum, payable in cash semi-annually on December 31 and June 30, and on maturity, beginning on December 31,
2018, and the Debentures are due and payable on June 30, 2019 (the “Maturity Date”). On the Maturity Date, and on any
conversion prior to the Maturity Date, each Investor will be entitled to receive additional interest payment to provide the Investor
with a 20% annual Internal Rate of Return.



On July 13, 2018 the Company borrowed
$225,000 from the CEO on a new promissory note payable upon demand with interest at the minimum applicable federal rate which
is approximately 2.34 percent



21







13. Commitments and
Contingencies



From time to time, the Company may be
subject to claims and litigation arising in the ordinary course of business.  The Company is not currently a party to
any legal proceedings that it believes would reasonably be expected to have a material adverse effect on the Company’s business,
financial condition or results of operations.



In April 2018, Maven entered into an office
sublease agreement to sublease of 7,457 rentable square feet at 1500 Fourth Avenue, Suite 200, Seattle, Washington 98101. The
sublease has a term of 41 months, commencing on June 1, 2018, with base rent at a rate of $25.95 per square foot per annum in
months 1 through 12, rising to $37 per square foot in months 37 to 41. Upon execution of the sublease in April 2018, the Company
paid $60,249 as prepaid rent and a security deposit of $22,992. The following table shows the aggregate commitment by year:



|     |  | Commitment |        
|---- |  | ---------- | -------
|2018 |  | $          | 97,000 
|2019 |  |            | 233,000
|2020 |  |            | 265,000
|2021 |  |            | 227,000
|     |  | $          | 822,000



On a select basis, the Company has provided
revenue share guarantees to certain independent publishers that transition their publishing operations from another platform to
theMaven.net or maven.io. These arrangements generally guarantee the publisher a monthly amount of income for a period of 12 to
24 months from inception of the publisher contract that is the greater of (a) fixed monthly minimum, or (b) the calculated earned
revenue share. During the three months ended June 30, 2018 and June 30, 2017, the Company paid Channel Partner guarantees of $397,200
and $53,333, respectively. During the six months ended June 30, 2018 and June 30, 2017, the Company paid Channel Partner guarantees
of $803,486 and $98,000, respectively. To the extent that the fixed monthly minimum paid exceeds the earned revenue share (defined
as an Over Advance) in any month during the first 12 to 24 months (“the Guarantee Period”), then the Company may recoup
the aggregate Over Advance that was expensed in the Guarantee Period during the 12 months following the Guarantee Period of the
publisher contract to the extent that the earned revenue share exceeds the monthly minimum in those future months. As of June 30,
2018, the aggregate commitment is $547,000 and the Over Advance contingent amount that the Company may recoup is approximately
$500,000. The following table shows the aggregate commitment by year:



|     |  | Commitment |        
|---- |  | ---------- | -------
|2018 |  | $          | 405,000
|2019 |  |            | 142,000
|     |  | $          | 547,000





22









14. Subsequent Events





Shareholder Note Payable



On July 13, 2018 the Company borrowed $225,000
from the CEO on a new promissory note payable upon demand with interest at the minimum applicable federal rate which is approximately
2.34 percent.



Asset Purchase Agreement – Say Media, Inc.





On August 4, 2018, the Company and Say
Media, Inc., a Delaware corporation (“Say”), entered into an Amended & Restated Asset Purchase Agreement (the “APA”),
pursuant to which the Company will acquire substantially all of the assets of Say and assume certain liabilities of Say (the “Acquisition”).
On August 24, 2018, the Company and Say entered into a modification to the APA to re-negotiate the Acquisition as a merger rather
than as an asset purchase arrangement. The parties are continuing to negotiate the terms of a merger agreement. The parties have
agreed to restructure the Company’s proposed acquisition of Say from an asset purchase to a merger. Accordingly, the End
Date (as that term is defined in the APA) has been pushed back from August 20, 2018 to September 10, 2018, to give the parties
time to negotiate a definitive merger agreement pursuant to which a to-be-formed subsidiary of the Company will merge with and
into Say, with Say continuing as the surviving corporation in the merger and a wholly-owned subsidiary of the Company.





In connection with the Amendment, the
Company made a $100,000 payment to a creditor of Say and a $450,000 payment to counsel for Say for legal fees and expenses incurred
to date and that may be incurred in the future, in each case, by Say in connection with the transactions contemplated by the APA
and the negotiation, execution and consummation of the proposed merger agreement between Say and the Company.



Subsequent to the initial Acquisition
Agreement, the Company has made cash payments to Say Media or to creditors of Say Media totaling $3,680,000:



| | · | Loan of $1 million on March 26, 2018
| | - | ------------------------------------

| | · | Loan of $250,000 on July 23, 2018
| | - | ---------------------------------

| | · | Loan of $322,000 on August 21, 2018
| | - | -----------------------------------

| | · | Legal fees of $450,000 on August 24, 2018
| | - | -----------------------------------------

| | · | $100,000 payment to creditor on August 24, 2018
| | - | -----------------------------------------------

| | · | Operating expenses of $1,558,000 during August and September 2018
| | - | -----------------------------------------------------------------



Summary of the APA Prior to Modification to Renegotiate the
Acquisition as a Merger



Pursuant to the
APA, the Company shall (i) pay to Say $5,887,072 in cash consideration at closing, up to $1,250,000 of which shall be paid by cancelling
(x) the $1,000,000 Promissory Note of Say dated March 26, 2018 and (y) the $250,000 Promissory Note of Say dated July 23, 2018,
(ii) issue to Say a secured promissory note in principal amount of $7,434,003, due on December 10, 2018 (the “Note”),
(iii) issue (A) 1,840,000 restricted shares of Common Stock of the Company to Say and (B) 160,000 restricted shares of Common Stock
of the Company, plus that number of convertible securities equal to $350,000 divided by the lowest price per share paid in the
Company’s then most recent equity financing, to Say What, LLC, in partial satisfaction of certain senior promissory notes
issued by Say to Say What, (iv) pay Say’s legal fees and expenses in connection with the transaction, up to $250,000, (v)
on or before October 15, 2018, deliver a Letter of Credit to Say as partial security for the Company’s obligations under
the Note, (vi) reimburse Say for its legal, accounting and other costs incurred in connection with the winding down and dissolution
of Say, in an aggregate amount not to exceed $300,000, and (vii) issue to certain employees and consultants of Say who will continue
to be service providers of the Company, a further 2,000,000 restricted shares of Common Stock of the Company.



The APA contains
typical representations and warranties by Say about its business, operations and financial condition. Consummation of the Acquisition
is subject to certain customary closing conditions. The Company will have to obtain financing for the Letter of Credit in October
2018 and for the repayment of the Note in December 2018, and there can be no assurance that the Company will be able to obtain
the necessary funds on terms acceptable to it or at all. The Note will have a security interest in all the assets of the Company.



Strome Warrant
Adjustment



Furthermore, effective
as of August 3, 2018, the Company adjusted the exercise price of the Common Stock Purchase Warrant to purchase up to 1.5 million
shares of the Company’s Common Stock, issued to the Strome Mezzanine Fund LP on June 15, 2018, from $1.19 per share to $0.50
per share.





23







Securities Purchase Agreement – Series H Convertible Preferred Stock



On
August 10, 2018 (the “Closing Date”), the Company, closed on a securities purchase agreement (the “Securities
Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company sold
an aggregate of 18,730 shares of the Company’s Series H Convertible Preferred Stock, par value $0.01 per share (the “Series
H Preferred Stock”), at a stated value of $1,000 (the “Stated Value”), initially convertible into 56,757,575
shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a conversion rate equal
to the Stated Value divided by the conversion price of $0.33 (the “Conversion Price”), for aggregate gross proceeds
of $13 million. Of the shares of Series H Preferred Stock issued, 5,730 were issued upon conversion of an aggregate principal
amount of $4,775,000 and interest and prepayment amounts of the 10% Convertible Debentures (the “Debentures”) issued
by the Company on June 15, 2018 to certain accredited investors, including 1,200 shares of Series H Preferred Stock issued to
James Heckman, the Company’s Chief Executive Officer, and 30 shares of Series H Preferred Stock issued Josh Jacobs, the
Company’s President.



B. Riley FBR,
Inc. (“B. Riley”) acted as placement agent for the financing. In consideration for its services as placement, the Company
paid B. Riley a fee of $575,000 (including a previously paid retainer of $75,000) and issued to B. Riley 669 shares of Series H
Preferred Stock. In addition, entities affiliated with B. Riley purchased 5,592 shares of Series H Preferred Stock in the financing.



The number of
shares of Common Stock issuable upon conversion of the Series H Preferred Stock is currently 58,784,849. The terms of Series H
Preferred Stock and the number of shares of Common Stock issuable is adjustable in the event of stock splits, stock dividends,
combinations of shares and similar transactions. In addition, if at any time prior to the nine month anniversary of the Closing
Date, the Company sells or grants any option or right to purchase or issues any shares of Common Stock, or securities convertible
into shares of Common Stock, with net proceeds in excess of $1 million in the aggregate, entitling any person to acquire shares
of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base
Conversion Price”), then the Conversion Price shall be reduced to equal the Base Conversion Price. All of the shares of Series
H Preferred Stock shall convert automatically into shares of Common Stock on the fifth anniversary of the Closing Date at the then
Conversion Price.



In connection
with the financing, B. Riley and a majority-in-interest of the Investors each have been granted the right to designate one director
to the Company’s Board of Directors, (each a “Designee”). Further, so long as at least 20% of the shares of Series
H Preferred Stock issued in the financing are outstanding, the Company shall recommend to its stockholders that it elect each Designee
to serve as a director on the Company’s Board of Directors.



The Company intends
to use the net proceeds from the financing to consummate its previously announced acquisitions of Say Media, Inc. and HubPages,
Inc. and for working capital and general corporate purposes.



Additionally,
pursuant to a Registration Rights Agreement (“Registration Rights Agreement”) entered into in connection with the Securities
Purchase Agreement, the Company agreed to register the shares issuable upon conversion of the Series H Preferred Stock for resale
by the Investors. The Company has committed to file the registration statement by no later than 75 days after the Closing Date
and to cause the registration statement to become effective by no later than 120 days after the Closing Date (or, in the event
of a full review by the staff of the Securities and Exchange Commission, 150 days following the Closing Date). The Registration
Rights Agreement provides for liquidated damages upon the occurrence of certain events up to a maximum amount of 6% of the aggregate
amount invested by such Investor pursuant to the Purchase Agreement.





Merger Agreement – HubPages, Inc



On August 23, 2018, TheMaven, Inc.
consummated the merger between HubPages, Inc. (“HubPages”) and the Company’s wholly-owned subsidiary, HP Acquisition
Co., Inc. (“HPAC”), in which HPAC merged with and into HubPages, with HubPages continuing as the surviving corporation
in the merger and a wholly-owned subsidiary of the Company (the “Merger”), pursuant to the terms of the previously
announced an Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 13, 2018, as amended, among the
Company, HubPages, HPAC and Paul Edmondson, solely in his capacity as Securityholder Representative.



In connection with the consummation
of the Merger, the Company paid a total of $10 million to HubPages’ stockholders and holders of vested options. The Company
also issued a total of 2.4 million shares of restricted Common Stock, subject to vesting, to certain key personnel of HubPages
who agreed to continue their employment with HubPages.



Repayment of
8% Convertible Notes Payable



On September 6,
2018, the Company repaid the 8% Convertible Notes Payable to L2 Capital, LLC. The total amount borrowed was $1 million and under
the terms of the agreement the Company repaid $1,351,000 to satisfy the debt. A loss on repayment of the debt in the amount of
$751,000 was recorded.



24









Cautionary Statement Regarding Forward-Looking
Information



This report by TheMaven, Inc. (“Parent”),
which includes information for its wholly owned subsidiary Maven Coalition, Inc. (“Subsidiary”) (collectively “Maven,”
 “Company” or “we”) contains “forward-looking statements,” within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).   Forward-looking statements relate to future events or future
performance and include, without limitation, statements concerning the Company’s business strategy, future revenues, market
growth, capital requirements, product introductions and expansion plans and the adequacy of the Company’s funding.  Other
statements contained in this Report that are not historical facts are also forward-looking statements. The Company has tried,
wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,”
 “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,”
 “seeks,” “estimates” and other comparable terminology.



The Company cautions investors that any
forward-looking statements presented in this report, or that the Company may make orally or in writing from time to time, are
based on the beliefs of, assumptions made by, and information currently available to, the Company.  Such statements
are based on assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors
that are beyond the Company’s control or ability to predict. Although the Company believes that its assumptions are reasonable,
they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, the Company’s
actual future results can be expected to differ from its expectations, and those differences may be material. Accordingly, investors
should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they
are made, to anticipate future results or trends.  Certain risks are discussed in this Report and also from time to
time in the Company’s other filings with the Securities and Exchange Commission (the “SEC”).



This report and all subsequent written
and oral forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified
in their entirety by the cautionary statements contained or referred to in this section. The Company does not undertake any obligation
to release publicly any revisions to its forward-looking statements to reflect events or circumstances after the date of this
Report.



25









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



The following discussion and analysis
should be read in conjunction with the Company’s financial statements, including the notes thereto, appearing elsewhere
in this report.  This discussion may contain certain forward-looking statements based on current expectations that involve
risks and uncertainties.  Actual results and timing of certain events may differ significantly from those projected
in such forward-looking statements due to a number of factors, including those set forth elsewhere in this Report.



Overview



The Company was incorporated under the
name of Integrated Surgical Systems, Inc. in Delaware in 1990. It was founded to design, manufacture, sell and service image-directed,
computer-controlled robotic software and hardware products for use in orthopedic surgical procedures. On June 28, 2007, Integrated
completed the sale of substantially all of its operating assets. After completion of the sale, Integrated no longer engaged in
any business activities and then sought to locate a suitable acquisition target to complete a business combination. From June
2007 until the closing of the Recapitalization on November 4, 2016, Integrated was a non-active “shell company” as
defined by regulations of the SEC. As a result of the Recapitalization, on a going forward basis, the Company will continue to
file its public reports with the SEC on an operating company basis. On December 2, 2016, the corporate name was changed from “Integrated
Surgical Systems, Inc.” to “TheMaven, Inc.”



TheMaven Network, Inc. was incorporated
in Nevada on July 22, 2016, under the name “Amplify Media, Inc.” On July 27, 2016, the corporate name was amended
to “Amplify Media Network, Inc.” and on October 14, 2016, the corporate name was changed to “TheMaven Network,
Inc.” TheMaven Network, Inc. is a 100% owned subsidiary of the TheMaven, Inc. On March 5, 2018, the corporate name was changed
to Maven Coalition, Inc.



Going Concern



The Company’s consolidated financial
statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. The Company’s activities are subject to significant risks and uncertainties,
including the need for additional capital, as described below.



As of June 30, 2018, the Company, since
the Recapitalization, has generated less than $400,000 in revenue and has financed its operations through (a) the Recapitalization
transaction with Parent, (b) a loan from Parent that was cancelled upon closing of the Recapitalization and (c) four private placements
of common stock in April and October 2017 and January and March 2018 and (d) three separate borrowing transactions in June 2018. The
Company also completed a private placement of Series H convertible preferred stock in August 2018. The Company has incurred operating
losses and negative operating cash flows, and it expects to continue to incur operating losses and negative operating cash flows
for at least the next year. As a result, management has concluded that there is substantial doubt about the Company’s ability
to continue as a going concern, and the Company’s independent registered public accounting firm, in its report on the Company’s
2017 consolidated financial statements on Form 10-K, has raised substantial doubt about the Company’s ability to continue
as a going concern.



The Company believes that it currently
does not have sufficient funds to support its operations or implement its business plan for one year beyond the date of these financial
statements. In order to continue business operations past that point, the Company currently anticipates that it will need to raise
additional debt and/or equity capital. There can be no assurances that the Company will be able to secure any such additional financing
on acceptable terms and conditions, or at all. If cash resources become insufficient to satisfy the Company’s ongoing cash
requirements, the Company will be required to scale back or discontinue portions of its operations and adjusts its overall business
plans, or obtain funds, if available (although there can be no certainty), or to discontinue its operations entirely.



26









Revenue



During the third quarter of 2017, the
Company adopted ASC 606, “Revenue from Contracts with Customers” as the accounting standard for revenue recognition.
Since the Company had not previously generated revenue from customers the Company did not have to transition its accounting method
from ASC 605, “Revenue Recognition”.



Revenues are recognized when control of
the promised goods or services are transferred to our customers, in an amount that reflects the consideration that the Company
expects to receive in exchange for those goods or services. The Company generates all of its revenue from contracts with customers.
The following is a description of the principal activities from which the Company generates revenue:



27









Advertising



The Company enters into contracts with
advertising networks to serve display or video advertisements on the digital media pages associated with our various channels.
In accordance with ASC 606 the Company recognizes revenue from advertisements at the point in time when each ad is viewed as reported
by our advertising network partners. The quantity of advertisements, the impression bid prices and revenue are reported on a real-time
basis.



Membership



The Company enters into contracts with
Internet users that subscribe to premium content on the digital media channels. These contracts provide Internet users with a
subscription to access the premium content for a given period of time, which is generally one year. In accordance with ASC 606
the Company recognizes revenue from each membership subscription over time based on a daily calculation of revenue during the
reporting period. Subscribers make payment for a subscription by credit card and the amount of the subscription collected in cash
is initially recorded as deferred revenue on the balance sheet. As the Company provides access to the premium content over the
subscription term the Company recognizes revenue and proportionately reduces the deferred revenue balance. The Company owes our
independent publisher channel partners a revenue share of the membership revenue earned and this is initially deferred as deferred
contract costs. The Company recognizes deferred contract costs over the subscription term in the same pattern that the associated
membership revenue is recognized.



Cost of Revenue



Our cost of revenue
represents the cost of providing our digital media network channels and advertising and membership services. The cost of revenue
that we have incurred in the periods presented primarily include:



| | · | channel
                                         partner guarantees and revenue share payments;
| | - | -----------------------------------------------------------------------------------------------



| | · | amortization
                                         of website development costs;
| | - | -----------------------------------------------------------------------------------



| | · | hosting
                                         and bandwidth and software license fees;
| | - | -----------------------------------------------------------------------------------------



| | · | stock-based
                                         compensation related to channel partner warrants;
| | - | ------------------------------------------------------------------------------------------------------



| | · | programmatic advertising platform costs;
| | - | ----------------------------------------



| | · | payroll and related expenses of related personnel;
| | - | --------------------------------------------------



| | · | fees paid for data analytics and to other outside service providers;
| | - | --------------------------------------------------------------------



| | · | depreciation of our websites, network equipment and software;
| | - | -------------------------------------------------------------



| | · | maintaining our websites;
| | - | -------------------------



| | · | credit card processing fees; and
| | - | --------------------------------



| | · | stock-based compensation of related personnel.
| | - | ----------------------------------------------



Research and Development



Research and development
costs consist primarily of expenses incurred in the research and development, creation and enhancement of our products and services.



Our research and development expenses
include:



| | · | payroll and related expenses for personnel;
| | - | -------------------------------------------



| | · | costs incurred in developing features and functionality of the services we offer; and
| | - | -------------------------------------------------------------------------------------



| | · | stock-based compensation of related personnel.
| | - | ----------------------------------------------



28









Website Development Costs



For the periods
presented, substantially all of our technology expenses are website development costs that were capitalized as intangible costs.
Technology costs are expensed as incurred or capitalized into property and equipment in accordance with the Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC) Topic 350, Intangibles – Goodwill and Other. This
statement requires that costs incurred in the preliminary project and post-implementation stages of an internal use software project
be expensed as incurred and that certain costs incurred in the application development stage of a project be capitalized.



Website development costs capitalized
during the application development stage of a project include:



| | · | payroll and related expenses for personnel;
| | - | -------------------------------------------



| | · | costs of computer hardware and software;
| | - | ----------------------------------------



| | · | costs incurred in developing features and functionality; and
| | - | ------------------------------------------------------------



| | · | stock-based compensation of related personnel.
| | - | ----------------------------------------------



General and Administrative



General and administrative expenses consist
primarily of:



| | · | payroll and related expenses for executive, sales and administrative personnel;
| | - | -------------------------------------------------------------------------------



| | · | professional services, including accounting, legal and insurance;
| | - | -----------------------------------------------------------------



| | · | facilities costs;
| | - | -----------------



| | · | other general corporate expenses; and
| | - | -------------------------------------



| | · | stock-based compensation of related personnel.
| | - | ----------------------------------------------



Stock-Based Compensation



We measure stock-based
compensation cost at the grant date based on the fair value of the award and recognize it as expense over the vesting or service
period, as applicable, of the stock award using the straight-line method. In 2016, the Company adopted Accounting Standards Update
No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09).
This ASU impacts several aspects of accounting for share-based payment transactions, including certain income tax consequences,
forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Upon
adoption, the Company elected to account for forfeitures as they occur.



Provision for Income Taxes



We utilize the asset
and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in
results of operations in the period that includes the enactment date.



29







Results of Operations



The table below shows the Company’s revenues and cost
of revenue for the three months and six months ended:



Three Months ended:

|                |  | June 30, 2018 |           |   | June 30, 2017 |  
|--------------- |  | ------------- | --------- | - | ------------- | -
|Revenue         |  | $             | 216,356   |   |               | $
|Cost of revenue |  |               | 1,084,322 |   |               |  
|Gross loss      |  | $             | (867,966  | ) |               | $



Six Months ended:



|                |  | June 30, 2018 |            |   | June 30, 2017 |  
|--------------- |  | ------------- | ---------- | - | ------------- | -
|Revenue         |  | $             | 303,041    |   |               | $
|Cost of revenue |  |               | 2,120,030  |   |               |  
|Gross loss      |  | $             | (1,816,989 | ) |               | $



We did not begin operating our online media channels until May 2017 because we were still developing the technology
platform and recruiting the initial independent publishers to join our coalition. As such we did not earn revenue in the first
and second quarters of 2017 and did not incur costs of revenue attributable to operating our online media channels until May 2017.
Our cost of revenue represents the primarily fixed monthly cost of providing our digital media network channels and advertising
and membership services and exceeded revenue by $867,966 in the second quarter of 2018 and $1,816,989 in the six months ended June
30, 2018. Cost of revenue may exceed revenue until the Company grows the number of online media channels and attracts an audience
of unique users of sufficient size that the incremental revenues exceed the fixed monthly operating costs. Cost of revenue for
the three months and six months ended June 30, 2018 consisted of:



|Three and Six Months ended June 2018      |  | Three  Months |           |  | Six  Months |  
|----------------------------------------- |  | ------------- | --------- |  | ----------- | -
|                                          |  |               |           |  |             |  
|Channel partner guarantee payments        |  | $             | 400,000   |  |             | $
|Amortization of website development costs |  |               | 433,000   |  |             |  
|Channel partner warrant expense           |  |               | -         |  |             |  
|Hosting and bandwidth                     |  |               | 79,000    |  |             |  
|Programmatic advertising costs            |  |               | 28,000    |  |             |  
|All other costs                           |  |               | 144,000   |  |             |  
|                                          |  | $             | 1,084,000 |  |             | $



Operating expenses increased by $1,333,067
in the quarter ended June 30, 2018 to $2,729,691 compared with $1,396,624 in the period ended June 30,2017. For the six months
ended June 30, 2018 operating expenses increased by $2,951,091 to $5.352,597 from $2,401,506 in the six months ended June 30,
2017, as explained below. The primary reason for the increase in operating expenses is that during the first quarter of 2018,
the Company recorded a charge of $998,000 for stock-based compensation due to the remeasurement of the fair value of restricted
stock awards due to a modification in March 2018. The Company also expanded operations rapidly during 2017.



Three Months ended June 2018



|                           |  | June 30, 2018 |           |  | June 30, 2017 |  
|-------------------------- |  | ------------- | --------- |  | ------------- | -
|Research and development   |  | $             | 96,973    |  |               | $
|General and administrative |  |               | 2,632,718 |  |               |  
|Total operating expenses   |  | $             | 2,729,691 |  |               | $





30







Six Months ended June 2018





|                           |  | June 30, 2018 |           |  | June 30, 2017 |  
|-------------------------- |  | ------------- | --------- |  | ------------- | -
|Research and development   |  | $             | 187,377   |  |               | $
|General and administrative |  |               | 5,165,220 |  |               |  
|Total operating expenses   |  | $             | 5,352,597 |  |               | $



General and administrative expenses



General and administrative expenses totaled approximately $2,633,000 and $5,165,000 in the three months
and six months ended June 30, 2018. General and administrative expenses totaled approximately $1,387,000 and $2,328,000 in the
three months and six months ended June 30, 2017, respectively. The primary increase in operating expenses was due to increased
general and administrative expenses as the Company expanded business operations to recruit more independent publishers to join
the network. In addition, the Company increased headcount from 19 to 29, with two additional senior executives, the Co-Executive
Chairman to lead advertising and the Chief Financial Officer, five in technology development and three in administration. The increased
stock-based compensation and payroll related costs as well as additional travel, professional fees, and marketing represented the
primary increase in general and administrative expenses.



|Three Months ended:       |  |               |           |  |               |  
|------------------------- |  | ------------- | --------- |  | ------------- | -
|                          |  | June 30, 2018 |           |  | June 30, 2017 |  
|Payroll and benefits      |  | $             | 691,000   |  |               | $
|Stock-based compensation  |  |               | 457,000   |  |               |  
|Professional fees         |  |               | 349,000   |  |               |  
|Travel and meals          |  |               | 94,000    |  |               |  
|Conferences               |  |               | 594,000   |  |               |  
|Public relations          |  |               | 64,000    |  |               |  
|Board fees                |  |               | 19,000    |  |               |  
|Insurance                 |  |               | 37,000    |  |               |  
|Contractors               |  |               | 43,000    |  |               |  
|Rent                      |  |               | 28,000    |  |               |  
|Public company compliance |  |               | 19,000    |  |               |  
|All other                 |  |               | 238,000   |  |               |  
|                          |  | $             | 2,633,000 |  |               | $



|Six Months ended:         |  |               |           |  |               |  
|------------------------- |  | ------------- | --------- |  | ------------- | -
|                          |  | June 30, 2018 |           |  | June 30, 2017 |  
|Payroll and benefits      |  | $             | 1,282,000 |  |               | $
|Stock-based compensation  |  |               | 1,671,000 |  |               |  
|Professional fees         |  |               | 739,000   |  |               |  
|Travel and meals          |  |               | 186,000   |  |               |  
|Conferences               |  |               | 596,000   |  |               |  
|Public relations          |  |               | 147,000   |  |               |  
|Board fees                |  |               | 36,000    |  |               |  
|Insurance                 |  |               | 72,000    |  |               |  
|Contractors               |  |               | 106,000   |  |               |  
|Rent                      |  |               | 47,000    |  |               |  
|Public company compliance |  |               | 19,000    |  |               |  
|All other                 |  |               | 264,000   |  |               |  
|                          |  | $             | 5,165,000 |  |               | $



31







Research and development expenses



The Company spent $96,973 in the three
months ended June 30, 2018 which was expensed as Research and Development Costs. Research and development costs increased from
$9,297 in the three months ended June 30, 2017.



Website Development Costs



The Company’s technology operations
were primarily in the application and development phase which were capitalized. Capitalized website development costs in the three
and six months ended June 30, 2018 and June 30, 2017 consisted of the following:



|Three Months ended:      |  |               |         |  |               |  
|------------------------ |  | ------------- | ------- |  | ------------- | -
|                         |  | June 30, 2018 |         |  | June 30, 2017 |  
|Payroll and benefits     |  | $             | 603,000 |  |               | $
|Stock-based compensation |  |               | 238,000 |  |               |  
|                         |  | $             | 841,000 |  |               | $





|Six Months ended:        |  |               |           |  |               |  
|------------------------ |  | ------------- | --------- |  | ------------- | -
|                         |  | June 30, 2018 |           |  | June 30, 2017 |  
|Payroll and benefits     |  | $             | 1,133,000 |  |               | $
|Stock-based compensation |  |               | 1,146,000 |  |               |  
|                         |  | $             | 2,279,000 |  |               | $





For the three months ended June 30, 2018
and June 30, 2017, the total net loss was $3,461,618 or $0.14 loss per basic and diluted share and $1,588,367 or $0.12 loss per
basic and diluted share, respectively.



For the six months ended June 30, 2018
and June 30, 2017, the total net loss was approximately $7,033,547 or $0.29 loss per basic and diluted share and $2,593,195 or
$0.23 loss per basic and diluted share, respectively.





Liquidity and Capital Resources



Working Capital



The Company had a deficit in working capital
of approximately $5.9 million as of June 30, 2018 compared with positive working capital of $3.4 million as of December 31, 2017.
This was a decrease of approximately $9.3 million due to $4.1 million cash used in operations and $7.2 million for investing activities
in excess of the receipt of gross proceeds of $1.25 million received during the six months ended June 30, 2018 from the private
placement, net of stock issuance costs. The Company also received funding from a series of notes payable, some of which included
warrants, which total $5.3 million and are classified as current liabilities as of June 30, 2018.





|                                                                       |  | June 30, |            |   | December 31, |  
|---------------------------------------------------------------------- |  | -------- | ---------- | - | ------------ | -
|                                                                       |  | 2018     |            |   | 2017         |  
|Current Assets                                                         |  | $        | 628,778    |   |              | $
|Current Liabilities, excluding amounts to be paid in stock or warrants |  | $        | (6,520,069 | ) |              | $
|Working Capital                                                        |  | $        | (5,891,291 | ) |              | $





The following table summarizes the Company’s
cash flows during the three months ended June 30, 2018 and June 30, 2017:



|                                                                  |  | June 30, |            |   | June 30, |  
|----------------------------------------------------------------- |  | -------- | ---------- | - | -------- | -
|                                                                  |  | 2018     |            |   | 2017     |  
|Net Cash Used in Operating Activities                             |  | $        | (4,104,967 | ) |          | $
|Net Cash Used in Investing Activities                             |  |          | (7,157,631 | ) |          |  
|Net Cash Provided by Financing Activities                         |  |          | 7,759,536  |   |          |  
|Increase (Decrease) in Cash and Restricted Cash during the Period |  | $        | (3,503,062 | ) |          | $
|                                                                  |  |          |            |   |          |  
|Cash and Restricted Cash at Beginning of Period                   |  |          | 3,619,249  |   |          |  
|                                                                  |  |          |            |   |          |  
|Cash and Restricted Cash, End of Period                           |  | $        | 116,187    |   |          | $



32









For the six months ended June 30, 2018,
net cash used in operating activities was $4,104,967 which was due to the net loss of $7,341,892 reduced by non-cash expenses for
stock-based compensation of approximately $1,912,000, amortization and depreciation of $795.000, noncash interest expense of $145,000
and increased working capital changes of approximately $366,000.



From January 1, 2018 to June 30, 2018,
the Company has continued to incur operating losses and negative cash flow from operating and investing activities. The Company
in 2018 has financed its operations through private placements of common stock in January and March 2018 and three separate borrowing
transactions in June 2018. The Company also completed a private placement of Series H convertible preferred stock in August
2018.



Private Placements of Common Stock



On January 4, 2018, the Company sold 1,200,000
shares at $2.50 per share for total gross proceeds of $3 million in a private offering. This investment was wired to the Company
on December 29, 2017. Because this stock purchase was not executed prior to December 31, 2017, the invested funds are recorded
as Restricted Cash and as Investor Demand Payable. In 2018, upon execution of the stock purchase agreement this investment was
reclassified to Common Stock and Additional Paid in Capital. As of January 4, 2018, the cash which was recorded as Restricted Cash
as of December 31, 2017 was reclassified to Cash and was available for use to fund operations.



On March 30, 2018 the Company sold 500,000
shares at $2.50 per share for total gross proceeds of $1,250,000 in a private offering.



Shareholder Loans



During May 2018, the Company borrowed a
total of $663,000 from the CEO of the Company in order to continue to fund operations. The loan is evidenced by a promissory note
payable upon demand with interest at the minimum applicable federal rate, which is approximately 2.34 percent.



On June 6, 2018, the Company repaid $63,000
of the amount borrowed from the CEO in May and the Company borrowed $121,000 from the CEO on a new promissory note payable upon
demand with interest at the minimum applicable rate which is approximately 2.34 percent.



8% Convertible Notes Payable



On June 6, 2018, the Company entered into
a Securities Purchase Agreement (the “Purchase Agreement”) with L2 Capital, LLC (“L2”), pursuant to which
L2 purchased from the Company a Promissory Note (the “Note”), issuable in tranches, in the aggregate principal amount
of $1,126,112 for an aggregate purchase price of $1,000,000 (the “Consideration”). The initial tranche of $570,556
(which includes $15,000 of L2’s legal expenses), for an aggregate purchase price of $500,000, was issued by the Company to
L2 on June 11, 2018 when the proceeds were received by the Company. The second tranche of $555,556, for an aggregate purchase price
of $500,000, was issued by the Company to L2 on June 15, 2018 when the proceeds were received by the Company. In addition, on the
dates thereof, the Company issued warrants to L2 (the “Warrants”), related to each tranche exercisable for approximately
216,120 and 238,934 shares of the Company’s Common Stock, provided, that at the time of L2’s funding of each additional
tranche under the Note, if any, the number of shares issuable under the Warrant shall increase by the quotient of 50% of the face
value of the respective tranche and 110% multiplied by the volume weighted average price (“VWAP”) of the Company’s
Common Stock on the trading day immediately prior to the funding date of the respective tranche. The Warrant is exercisable for
a period of five years at an exercise price equal to 110% of the VWAP of the Company’s Common Stock on the trading day immediately
prior to the funding date of the respective tranche, subject to customary anti-dilution adjustments, and may, in the event there
is no effective registration statement covering the re-sale of the warrant shares, be exercised on a cashless basis.



On September 6,
2018, the Company repaid the 8% Convertible Notes Payable to L2 Capital, LLC. The total amount borrowed was $1 million and under
the terms of the agreement the Company repaid $1,351,000 to satisfy the debt. A loss on repayment of the debt in the amount of
$751,000 was recorded.



10% Convertible Notes Payable



On June 15, 2018, four investors invested
a total of $4,775,000 in a convertible debt offering (“Debentures”). Included in the total was an investment of $1
million by the Company’s CEO and $25,000 by the Company’s President. Interest is payable on the Debentures at the rate
of 10% per annum, payable in cash semi-annually on December 31 and June 30, and on maturity, beginning on December 31, 2018,
and the Debentures are due and payable on June 30, 2019 (the “Maturity Date”). On the Maturity Date, and on any conversion
prior to the Maturity Date, each Investor will be entitled to receive additional interest payment to provide the Investor with
a 20% annual Internal Rate of Return.



The Debentures are convertible into shares
of the Company’s common stock, at the option of the Investor at any time prior to the Maturity Date, at a conversion price
of $1.2912 per share or the Company must pay liquidated damages as defined in the Debenture. The Company also has the option to
redeem some or all of the outstanding principal amount of the Debenture and further provides that if after the Company undertakes
a subsequent financing (or financings) for gross proceeds of at least $20 million (a “Qualified Offering”), the Company
has the option, to cause the Investors to convert, plus make a cash payment to the Investors in an aggregate amount to provide
the Investor with a 20% annual Internal Rate of Return through the date of payment, in addition to other obligations defined in
the Debenture Agreement. The Debentures were converted into shares of Series H Convertible Preferred Stock on August 10, 2018.
See also Note 14 Subsequent Events.



There can be no assurance that Maven will
be able to obtain the necessary funds on terms acceptable to it or at all. Additional funds for working capital will be required
to fund operations and implement its acquisition plans and repay its debt obligations.



We anticipate needing a substantial
amount of additional capital to sustain our current operations and implement the current business plan of the Company as now
budgeted. We do not believe that the proceeds of the private placement of common stock completed on January 5, 2018 and March
30, 2018, and the financings in the second and third quarters of 2018 will be sufficient to allow us to implement our
business plan to the point where our revenues will cover our operating costs and the expansion of our offerings. Without
additional funding, we will have to modify our longer-term business plan. The funds that we will need may be raised through
equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our
shares. We anticipate thereafter that we will need additional capital as we expand our operations, and do not anticipate that
our income will cover our full operating expenses for the foreseeable future.



33







Funding Required for Planned Mergers
and Acquisitions



The Company’s strategy includes
acquiring related online media, publishing and technology businesses by merger or acquisition that management believes will expand
the scale of unique users interacting on our technology platform. We believe that with an increased scale in unique users, we
will be able to obtain improved advertising terms and grow advertising revenue. In 2018, the Company has announced agreements
related to two proposed acquisitions:



HubPages, Inc.



The acquisition of HubPages, Inc. was closed on August 23, 2018. The following is a chronology of the
acquisition:



On March 13, 2018, the Company and HubPages,
Inc. (“HubPages”), together with HP Acquisition Co., Inc. (“HPAC”) that is a wholly-owned subsidiary of
the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which HPAC will merge
with and into HubPages, with HubPages continuing as the surviving corporation in the merger and as a wholly-owned subsidiary of
the Company (the “Merger”). On June 1, 2018, the parties to the Merger Agreement entered into an amendment (the “Amendment”).
Pursuant to the terms of the Amendment, the parties agreed, among other things, that on or before June 15, 2018 the Company shall
(i) pay directly to counsel for HubPages the legal fees and expenses incurred by HubPages in connection with the transactions
contemplated by the Merger Agreement as of the date of such payment (the “Counsel Payment”); and (ii) deposit into
escrow the sum of (x) $5,000,000 minus (y) the amount of the Counsel Payment (the “Revised Termination Fee” and, together
with the Counsel Payment, the “Amendment Payments”).  On June 15, 2018, the Company made the requisite payments
totaling $5 million under the Merger Agreement.



Upon the Company making the Amendment
Payments, the Merger Agreement shall be amended, among other things, by (i) delaying the date upon which the Company could be
obligated to pay a termination fee to HubPages in the event the Company was unable to close the Merger from June 1, 2018 to August
31, 2018, (ii) increasing the termination fee from $1,000,000 to an amount equal to the Revised Termination Fee, and (iii) removing
the $1,500,000 Indemnity Escrow Amount (as that term is defined in the Merger Agreement) from the Merger Agreement, such that
these funds will now be paid to HubPages’ stockholders at closing as opposed to being held in escrow.



On June 15, 2018 the Company used the majority of the funding noted above to fund the Company’s
$5,000,000 payment obligation under the previously disclosed Amendment to its Merger Agreement with HubPages, Inc. (“HubPages”).



On August 23, 2018, the Company paid $5,570,000
to complete the acquisition of HubPages. The total acquisition consideration paid in cash was approximately $10.6 million.



Say Media Inc.



On March 19, 2018, the Company entered
into a non-binding letter of intent to acquire Say Media Inc. (“Say Media”), a media and publishing technology company
(the “Letter of Intent”). The acquisition will be subject to negotiation and execution of definitive documentation
and various conditions precedent. In connection with the Letter of Intent on March 26, 2018 Maven loaned $1 million to Say Media
and was issued a secured promissory note in the principal amount of $1 million from Say Media.





On
August 4, 2018, the Company and Say Media, Inc., a Delaware corporation (“Say”), entered into an Amended & Restated
Asset Purchase Agreement (the “APA”), pursuant to which the Company will acquire substantially all of the assets of
Say and assume certain liabilities of Say (the “Acquisition”).





34







Pursuant
to the APA, the Company shall (i) pay to Say $5,887,072 in cash consideration at closing, up to $1,250,000 of which shall be paid
by cancelling (x) the $1,000,000 Promissory Note of Say dated March 26, 2018 and (y) the $250,000 Promissory Note of Say dated
July 23, 2018, (ii) issue to Say a secured promissory note in principal amount of $7,434,003, due on December 10, 2018 (the “Note”),
(iii) issue (A) 1,840,000 restricted shares of Common Stock of the Company to Say and (B) 160,000 restricted shares of Common Stock
of the Company, plus that number of convertible securities equal to $350,000 divided by the lowest price per share paid in the
Company’s then most recent equity financing, to Say What, LLC, in partial satisfaction of certain senior promissory notes
issued by Say to Say What, (iv) pay Say’s legal fees and expenses in connection with the transaction, up to $250,000, (v)
on or before October 15, 2018, deliver a Letter of Credit to Say as partial security for the Company’s obligations under
the Note, (vi) reimburse Say for its legal, accounting and other costs incurred in connection with the winding down and dissolution
of Say, in an aggregate amount not to exceed $300,000, and (vii) issue to certain employees and consultants of Say who will continue
to be service providers of the Company, a further 2,000,000 restricted shares of Common Stock of the Company.



The
APA contains typical representations and warranties by Say about its business, operations and financial condition. Consummation
of the Acquisition is subject to certain customary closing conditions. The Company will have to obtain financing for the Letter
of Credit in October 2018 and for the repayment of the Note in December 2018, and there can be no assurance that the Company will
be able to obtain the necessary funds on terms acceptable to it or at all.



Furthermore,
effective as of August 3, 2018, the Company adjusted the exercise price of the Common Stock Purchase Warrant to purchase up to
1.5 million shares of the Company’s Common Stock, issued to the Strome Mezzanine Fund LP on June 15, 2018, from $1.19 per
share to $0.50 per share.



35









Funding Required for Acquisition of Say Media, Inc.



The Maven is negotiating the acquisition of Say Media, and
it anticipates that the final terms of the acquisition will require financing to pay a portion of the consideration at the closing
and thereafter. The current estimate of funding to complete the transaction, as previously disclosed, is approximately $10 million,
however as all the terms are in discussion the actual amount of funding and timing has yet to be determined. There can be no assurance
that Maven will be able to obtain the necessary funds on terms acceptable to it or at all. Accordingly, there is no assurance
that the proposed acquisition will be completed as contemplated.



Series H Convertible
Preferred Stock



On August 10,
2018 (the “Closing Date”), the Company, closed on a securities purchase agreement (the “Securities Purchase Agreement”)
with certain accredited investors (the “Investors”), pursuant to which the Company sold an aggregate of 18,730 shares
of the Company’s Series H Convertible Preferred Stock, par value $0.01 per share (the “Series H Preferred Stock”),
at a stated value of $1,000 (the “Stated Value”), initially convertible into 56,757,575 shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), at a conversion rate equal to the Stated Value divided
by the conversion price of $0.33 (the “Conversion Price”), for aggregate gross proceeds of $13 million. Of the shares
of Series H Preferred Stock issued, 5,730 were issued upon conversion of an aggregate $4,775,000 of 10% Convertible Debentures
(the “Debentures”) issued by the Company on June 15, 2018 to certain accredited investors, including 1,200 shares of
Series H Preferred Stock issued to James Heckman, the Company’s Chief Executive Officer, and 30 shares of Series H Preferred
Stock issued Josh Jacobs, the Company’s President.



The number of
shares issuable upon conversion of the Series H Preferred Stock is adjustable in the event of stock splits, stock dividends, combinations
of shares and similar transactions. In addition, if at any time prior to the nine month anniversary of the Closing Date, the Company
sells or grants any option or right to purchase or issues any shares of Common Stock, or securities convertible into shares of
Common Stock, with net proceeds in excess of $1 million in the aggregate, entitling any person to acquire shares of Common Stock
at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price”),
then the Conversion Price shall be reduced to equal the Base Conversion Price. All of the shares of Series H Preferred Stock shall
convert automatically into shares of Common Stock on the fifth anniversary of the Closing Date at the then Conversion Price.



B. Riley FBR,
Inc. (“B. Riley”) acted as placement agent for the financing. In consideration for its services as placement, the Company
paid B. Riley a fee of $575,000 (including a previously paid retainer of $75,000) and issued to B. Riley 669 shares of Series H
Preferred Stock. In addition, entities affiliated with B. Riley purchased 5,592 shares of Series H Preferred Stock in the financing.





36







In connection
with the financing, B. Riley and a majority-in-interest of the Investors have each been granted the right to designate one director
to the Company’s Board of Directors, (each a “Designee”). Further, so long as at least 20% of the shares of Series
H Preferred Stock issued in the financing are outstanding, the Company shall recommend to its stockholders that it elect each Designee
to serve as a director on the Company’s Board of Directors.



The
Company used some of the net proceeds to complete the acquisition of HubPages and intends to use a further portion of the net
proceeds from the financing to consummate its previously announced acquisition of Say Media, Inc. and for working capital and
general corporate purposes.



Additionally,
pursuant to a Registration Rights Agreement (“Registration Rights Agreement”) entered into in connection with the Securities
Purchase Agreement, the Company agreed to register the shares issuable upon conversion of the Series H Preferred Stock for resale
by the Investors. The Company has committed to file the registration statement by no later than 75 days after the Closing Date
and to cause the registration statement to become effective by no later than 120 days after the Closing Date (or, in the event
of a full review by the staff of the Securities and Exchange Commission, 150 days following the Closing Date). The Registration
Rights Agreement provides for liquidated damages upon the occurrence of certain events up to a maximum amount of 6% of the aggregate
amount invested by such Investor pursuant to the Purchase Agreement.



Current Cash
Balance and Additional Funding Required



As of September
22, 2018, the Company has cash of $2,185,000.



We have no contracts or arrangements for
any additional funding at this time. There can be no assurance that we will be able to raise any funding or will be able to meet
our accrued obligations. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct
our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be
forced to scale down or perhaps even cease our operations. These estimates may change significantly depending on the nature of
our business activities and our ability to raise capital from our shareholders or other sources.



There are no assurances that we will be
able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our
immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other
obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.



Contractual Obligations



As a “smaller reporting company”,
we are not required to provide tabular disclosure of contractual obligations.



Off-Balance Sheet Arrangements



The Company does not have any off-balance
sheet arrangements, including any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap
transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.



Seasonality



Once we are actively providing services
to our customer base, we expect to experience typical media company ad and sponsorship sales seasonality, which is strong in the
fourth quarter and slower in the first quarter.



Effects of Inflation



To date inflation has not had a material
impact on our business or operating results.



Critical Accounting Policies and Estimates



In our Annual Report on Form 10-K for
the year ended December 31, 2017, we disclosed our critical accounting policies and estimates upon which our financial statements
are derived. There have been no changes to these policies since December 31, 2017. Readers are encouraged to review these disclosures
in conjunction with the review of this report.





37







Recently Adopted Standards



In May 2017, the FASB issued ASU 2017-09,
Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides clarity and reduces
both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718 to a change in terms or conditions
of a share-based payment award. The amendments in this ASU are effective for public entities for fiscal years and interim periods
beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2017-09 did not have a material effect on
the financial statements and related disclosures.



Recently Issued Accounting Pronouncements



In June 2018, the FASB issued ASU 2018-07,
Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-based Payments Accounting that is intended
to simplify the accounting and provide consistency with the accounting for employees. ASU 2018-07 is required for fiscal years
beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the potential impact of adopting
ASU 2018-07 on its financial statements and related disclosures.



In February 2016, the FASB issued ASU
2016-02, Leases (Topic 842), which supersedes all existing guidance on accounting for leases in ASC Topic 840.  ASU 2016-02
is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding
lease liabilities on the balance sheet.  ASU 2016-02 will continue to classify leases as either finance or operating, with
classification affecting the pattern of expense recognition in the statement of income.  ASU 2016-02 is effective for fiscal
years beginning after December 15, 2018, including interim periods within those fiscal years.  Early adoption is permitted. 
ASU 2016-02 is required to be applied with a modified retrospective approach to each prior reporting period presented with various
optional practical expedients. The Company is currently assessing the potential impact of adopting ASU 2016-02 on its financial
statements and related disclosures.



38









Item 3.  Quantitative
and Qualitative Disclosures about Market Risk



Not required of smaller reporting companies.



Item 4.  Controls
and Procedures



Evaluation of Disclosure Controls and Procedures



Disclosure controls and procedures are
designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities and Exchange
Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported, within the time period specified
in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated
to management, including the Chief Executive Officer and Chief Financial Officer. We carried out an evaluation, under the supervision
and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures as of March 31, 2018 (the “Evaluation Date”).
Based upon the evaluation of our disclosure controls and procedures as of the Evaluation Date, the Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures were not effective because of the identification
of material weaknesses in our internal control over financial reporting which are identified below:



Internal controls over financial reporting
were ineffective because: (1) the Company lacks a functioning audit committee resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures; (2) the Company has inadequate segregation of duties consistent with
control objectives; (3) the Company lacks accounting resources to perform review over complex accounting analysis required by the
Company, including analysis related to stock-based compensation, capitalized software, identification and treatment of derivative
instruments, fair value measurements, and income taxes. The Company also has inadequate accounting resources and processes for
timely concluding on complex accounting matters, and (4) the Company has ineffective controls over its period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial
Officer in connection with the review of our financial statements as of June 30, 2018.



Changes in Internal Control over Financial Reporting



No change in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended March
31, 2018 that has materially affected or is reasonably likely to materially affect our disclosure controls and procedures.



During the first quarter of 2018, we began
implementing a remediation plan to remediate the material weaknesses identified above. These actions include: (1) hiring a Corporate
Controller with experience working in public companies and (2) hiring a staff accountant with experience working in public companies.
These two additions in personnel augment the experience of our Chief Financial Officer and are expected to provide additional
segregation of duties and resources for preparation and review of complex accounting issues, as well as preparation and review
of our financial statements and disclosures. The Company also plans to create a separate audit committee of the Board of Directors
to enhance oversight in the establishment and monitoring of required internal controls and procedures. The material weaknesses
will not be considered remediated until the controls have operated for a sufficient period of time and until management has concluded
that the controls are operating effectively.



39







Part II – Other Information



Item 1.  Legal Proceedings



From time to time, the Company may be
subject to other claims and litigation arising in the ordinary course of business. The Company is not currently a party to any
legal proceedings that it believes would reasonably be expected to have a material adverse effect on the Company’s business,
financial condition or results of operations.



Item 1A.  Risk Factors



There have been no material changes in
the risk factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the period ended
December 31, 2017.



Item 2.  Unregistered Sales
of Equity Securities and Use of Proceeds (Update)



None.



Item 3.  Defaults Upon Senior
Securities



None.



Item 4.  Mine Safety Disclosure



Not applicable.



Item 5.  Other Information



None.



40







Item 6.  Exhibits



|Exhibit  |   | Description                                                                                             
|-------- | - | --------------------------------------------------------------------------------------------------------
|         |   |                                                                                                         
|31.1*    |   | Certification Pursuant to Exchange
     Act Rule 13a-14(a) of Chief Executive Officer.                  
|31.2*    |   | Certification Pursuant to
    Exchange Act Rule 13a-14(a) of Chief Financial Officer                    
|32.1*    |   | Certification Pursuant to Section
    1350 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.
|32.2*    |   | Certification Pursuant to Section
    1350 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer 
|         |   |                                                                                                         
|101*     |   |                                                                                                         
|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                                                  
|         |   |                                                                                                         
|         | * | To be filed by amendment.                                                                               



41







SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



| | theMaven, Inc.
| | --------------
| |               
| | By:           
| |               
| |               
| |               
| |               
| | By:           
| |               
| |               



Dated: September 28, 2018



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