GNAL Generation Alpha Inc (CE)

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

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*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

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*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 5

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 6

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 7

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 8

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 9

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 10

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 11

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 12

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 13

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 14

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 15

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 16

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 17

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

Page 18

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

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*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

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Item 1.

853 Sandhill Ave

Carson, CA 90746

1012 Springfield Ave.

Mountainside, NJ 07092

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

*Calculations are based on 5,089,607 shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Generation Alpha’s outstanding Common Stock of 46,320,564 shares as of November 18, 2019, plus 5,089,607 shares.

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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

The reporting persons directly or indirectly own an aggregate of 5,089,607*, or 9.99%, shares of Common Stock of Generation Alpha, Inc. (“Generation Alpha”) as of the date of this filing. YA II and the other reporting persons shared the power to vote and dispose any such Common Stock.

Direct beneficial ownership of such Common Stock by the reporting persons is as follows (and therefore excludes any Common Stock indirectly held by such person or any securities, such as warrants, which may be exercised or converted into Common Stock of Generation Alpha):

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In addition to the direct beneficial ownership set forth above, each reporting person is also deemed to be the indirect beneficial owner of 5,089,607 shares of Common Stock that may be acquired by each such reporting person within 60 days of the date of this filing. Such Common Stock may be acquired by the reporting persons upon the exercise of Warrants, which are exercisable into Generation Alpha’s Common Stock. The Warrants are subject to an ownership cap that limits the number of Common Stock that may be issued upon exercise of the Warrants into 9.99% of Generation Alpha’s outstanding Common Stock. In calculating the number of shares of Common Stock that may be subject to the ownership cap, the number of shares of Common Stock beneficially owned by the holder of the Warrants and all of its affiliates are taken into consideration. Solely for purposes of this filing, all of the reporting persons are deemed to be affiliated parties and therefore any shares of Common Stock beneficially owned by one reporting person are deemed to be held by all other reporting persons.

YA II PN, Ltd. (“YA II”) entered into a Standby Equity Distribution Agreement (the “SEDA”) with Generation Alpha dated as of April 16, 2018. Under the SEDA, Generation Alpha has the option to sell its common shares to YA II at a price and on the terms and subject to the conditions set forth in the SEDA. Under the SEDA, Generation Alpha is prohibited from selling shares to YA II to the extent that it would cause the aggregate number of shares beneficially owned by YA II and its affiliates to exceed 9.99% of the shares of Generation Alpha.

YA II and D-Beta One EQ, Ltd. (“D-Beta”) hold warrants to purchase 7,374,998 and 5,625,002 shares of Generation Alpha’s Common Stock, respectively, at an exercise price of $0.05 per share. These warrants contain ownership caps prohibiting YA II and D-Beta from exercising any of the warrants to the extent that after giving effect to such exercise, YA II, D-Beta and their affiliates would beneficially own more than 9.99% of Generation Alpha’s Common Stock.

YA II and D-Beta hold convertible debt with an aggregate original principal balance of $1,775,000. The debt is convertible into shares of Generation Alpha’s Common Stock at a conversion price of 75% of the lowest VWAP of its common stock during the 10 trading days immediately preceding the conversion date. Convertible debt with an original principal balance of $275,000 and $1,500,000 has ownership caps prohibiting YA II and D-Beta from converting any of the debt to the extent that after giving effect to such exercise, YA II, D-Beta and their affiliates would beneficially own more than 4.99% and 9.99%, respectively, of Generation Alpha’s Common Stock.

MDM Cultivation, LLC holds warrants to purchase 2,250,000 shares of Generation Alpha’s Common Stock at an exercise price of $0.01 per share. These warrants contain ownership caps prohibiting MDM Cultivation from exercising any of the warrants to the extent that after giving effect to such exercise, MDM Cultivation and its affiliates would beneficially own more than 9.99% of Generation Alpha’s Common Stock.

The number of shares of Common Stock beneficially owned, directly and indirectly, by each reporting person is calculated based on 46,320,564 shares of Common Stock outstanding as of this filing, such that the reporting person is deemed to be the beneficial owner of 9.99% of the outstanding Common Stock. As such, each reporting person is deemed to beneficially own 5,089,607 shares of Common Stock.

Below is a description of the relationship among the reporting persons:

YA II is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). YA SPV is a wholly-owned subsidiary of YA II. Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. Yorkville Advisors GP, LLC (the “Yorkville GP”) is the general partner to the YA GP. Matthew Beckman makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA SPV, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Matthew Beckman may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.

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D-Beta One EQ, Ltd. (“D-Beta”) is beneficially owned by D-Beta One Blocker EQ, Ltd. (“Blocker”), which is beneficially owned by D-Beta One Growth and Opportunity Fund Offshore, LP (the “Opportunity Fund”). Delta Beta Advisors, LP (“D-Beta Advisor”) is the investment manager to D-Beta. Delta Beta Advisors, LLC (the “Delta Advisor GP”) is the general partner to the D-Beta Advisor. D-Beta One GP, LLC (“D-Beta GP”) is the general partner to the Opportunity Fund. Mark Angelo makes the investment decisions on behalf of D-Beta. Accordingly, each of D-Beta, the Blocker, the Opportunity Fund, the D-Beta Advisors, the Delta Advisor GP, the D-Beta GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.

MDM Cultivation, LLC is beneficially owned by Mark Angelo, Matthew Beckman, David Gonzalez and Michael Rosselli.

For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person. YA II and D-Beta may be deemed affiliates through common ownership of the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP, the D-Beta Advisor, the Delta Advisor GP and the D-Beta GP, each of which may be deemed an affiliate of YA II, the YA Feeder, D-Beta, the Blocker and the Opportunity Fund. YA II, D-Beta and MDM Cultivation may be deemed affiliates overlapping ownership.

Not Applicable

See Item 6.

Not Applicable

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.

Additional Information:

Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.

REPORTING PERSON:

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