UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A

Amendment
No.1



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



For
the quarterly period ended:June 30, 2016



OR



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



For
the transition period from __________ to __________



Commission
File No. 000-33383



JERRICK
MEDIA HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)



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



202
S Dean Street

Englewood,
NJ 07631

(Address
of principal executive offices)



(201)
258-3770

(Registrant’s
telephone number, including area code)



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



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ☒ No
☐



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



|Large
    accelerated filer | ☐ | Accelerated
    filer         | ☐
|--------------------------- | - | ----------------------------- | -
|Non-accelerated
    filer   | ☐ | Smaller
    reporting company | ☒



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



As
of August 22, 2016, there were 32,781,881 shares outstanding of the registrant’s common stock.




















Explanatory
Note



This
Amendment No. 1 on Form 10-Q (this “Amendment”) amends our quarterly report on Form 10-Q for the
fiscal quarter ended June 30, 2016 as filed with the Securities and Exchange Commission on August 23, 2016, and is being filed
solely to amend the first page, being the cover page, in order to correct typographical errors on the cover page, in the first
paragraph reading as “Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements
for the past 90 days." On the original 10-Q the “No” box was inadvertently checked whereas  the
“Yes” box should have been checked as shown above on this amendment.



This
Amendment No. 1 to the Form 10-Q contains only the cover page, this Explanatory Note, the Exhibit Table, shortened Section
302 Certifications and the Signature Page.  No other changes have been made to the Form 10-Q. This Amendment No. 1 to
the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent
to the original filing date, and, except as set forth herein, does not modify or update in any way disclosures made in the original
Form 10-Q.



Accordingly,
the Amendment should be read in conjunction with the original Form 10-Q, as well as the Company’s other filings made with
the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the filing of the
original filing.





ITEM
5.  EXHIBITS



The
following is a complete list of exhibits filed as part of this Form 10-Q/A.  Exhibit numbers correspond to the numbers in
the Exhibit Table of Item 601 of Regulation S-K.





ITEM
6. Exhibits.



|Exhibit
    No. |  | Description                                                                                                                                                           
|--------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                       
|31.1            |  | Certification
    by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)
    or Rule 15d-14(a)). *
|                |  |                                                                                                                                                                       
|31.2            |  | Certification
    by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)
    or Rule 15d-14(a)). *
|                |  |                                                                                                                                                                       
|32.1            |  | Certification
    by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002. **          
|                |  |                                                                                                                                                                       
|32.2            |  | Certification
    by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002. **          
|                |  |                                                                                                                                                                       
|101.INS         |  | XBRL
    Instance Document **                                                                                                                                         
|                |  |                                                                                                                                                                       
|101.SCH         |  | XBRL
    Taxonomy Extension Schema **                                                                                                                                 
|                |  |                                                                                                                                                                       
|101.CAL         |  | XBRL
    Taxonomy Extension Calculation Linkbase **                                                                                                                   
|                |  |                                                                                                                                                                       
|101.DEF         |  | XBRL
    Taxonomy Extension Definition Linkbase **                                                                                                                    
|                |  |                                                                                                                                                                       
|101.LAB         |  | XBRL
    Taxonomy Extension Label Linkbase **                                                                                                                         
|                |  |                                                                                                                                                                       
|101.PRE         |  | XBRL
    Taxonomy Extension Presentation Linkbase **                                                                                                                  



*
Filed Herewith



**
Previously Filed with the Form 10-Q filed with the Securities and Exchange Commission on August 23, 2016.



1






SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                            | JERRICK
    MEDIA HOLDINGS, INC.
|--------------------------- | --------------------------------
|                            |                                 
|Date:
    September 2, 2016 | By:                             
|                            | Name:                           
|                            | Title:                          
|                            |                                 
|                            |                                 
|                            |                                 





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