What changed in this filing

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Item 1. Business

2018-05-17 compared with 2017-03-31 · 131 added, 153 removed, 58 unchanged (83% of the section changed)

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the “Company,”

or “Jerrick Media”) (formerly Great Plains Holdings, Inc.

or “GTPH”)

was incorporated under the laws of the state of Nevada on December 30, 1999 under the name LILM, Inc.

The Company changed its

name on December 3, 2013 to Great Plains Holdings, Inc.

as part of its plan to diversify its business through the acquisition

and operation of commercial real estate, including, but not limited to, self-storage facilities, apartment buildings, 55+ senior

manufactured home communities, and other income producing properties.

Historically, the Company has principally engaged in the

manufacture and marketing of the LiL Marc, a plastic boys’

or “Jerrick Media”

or “Jerrick”) (formerly Great Plains

Holdings, Inc.

or “GTPH”) was incorporated under the laws of the state of Nevada on December 30, 1999 under the

name LILM, Inc.

The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc.

as part of its plan to

diversify its business through the acquisition and operation of commercial real estate, including, but not limited to,

self-storage facilities, apartment buildings, 55+ senior manufactured home communities, and other income producing

Historically, the Company principally engaged in the manufacture and marketing of the LiL Marc, a plastic

toilet-training device, which we discontinued as of December 31, 2014.

On February 5, 2016 (the “Closing Date”),

GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH (“Merger Sub”), and Jerrick Ventures,

Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), entered into an Agreement and Plan

of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving

as a wholly-owned subsidiary of GTPH (the “Merger”).

GTPH acquired, through a reverse triangular merger, all of the

outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”),

pro-rata, a total of 28,500,000 shares of GTPH’s common stock.

GTPH assumed 33,415 shares of Jerrick’s Series A Convertible

Preferred Stock (the “Jerrick Series A Preferred”) and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick

Series B Preferred”).

On February 5, 2016 (the “Closing

Date”), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH (“Merger Sub”),

and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), entered into

an Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into Jerrick,

with Jerrick surviving as a wholly-owned subsidiary of GTPH (the “Merger”).

GTPH acquired, through a reverse triangular

merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick

Shareholders”), pro-rata, a total of 28,500,000 shares of GTPH’s common stock.

GTPH assumed 33,415 shares of Jerrick’s

Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”) and 8,064 shares of Series B Convertible Preferred

Stock (the “Jerrick Series B Preferred”).

In connection with the Merger, on the Closing

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any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement.

Effective February 28, 2016, GTPH entered into an Agreement

and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick, pursuant to which GTPH became the parent company

of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the “Statutory Merger”).

Upon closing of the Merger on February 5, 2016, the

Company changed its business plan to that of Jerrick Media.

On February 28, 2016, GTPH changed its name to Jerrick

Media Holdings, Inc.

Effective February 28, 2016, GTPH entered

into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick, pursuant to which GTPH became

the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the “Statutory Merger”).

Upon closing of the Merger on February

5, 2016, the Company changed its business plan to that of Jerrick Media.

On February 28, 2016, GTPH changed its

name to Jerrick Media Holdings, Inc.

to better reflect its new business strategy.

Jerrick Media Business

Media is an Internet technology company that has developed Vocal, a proprietary software publishing platform, to enable creators

of long form content to reach an engaged audience through our growing portfolio of genre-specific branded websites.

communities of engaged, topically focused users through our content creation process, we help advertisers and marketers find innovative

ways to target and engage customers.

Through Vocal, and other associated social media channels and outlets, we produce and distribute

a variety of digital media content.

The content for each branded website in our portfolio and for distribution through other media

channels, is derived from internal generation, user contributions, and external collaborations.

The content includes, but is not

videos, imagery, articles, e-books, film, and television projects.

Revenue is generated in a variety of ways, including:

(i) the sale of advertising and marketing services related to our content, including but not limited to pre-roll videos, text

and image advertisements, native advertisements, and affiliate marketing;

(ii) the sale of genre-specific products related to our

brands and, licensing of our content for download-to-own services;

and (iii) royalties and production fees for original content,

created for either film, television, or digital end-markets.

Demand and pricing for our advertising depends on our user base and

overall market conditions.

We also drive additional demand through integrated sales of digital advertising inventory, through our

marketing services, and by providing unique branded entertainment and custom sponsorship opportunities to our advertisers.

advertising and e-commerce revenues may be affected by the strength of advertising markets and general economic conditions and

may fluctuate depending on the success of our content, as measured by the number of people visiting our websites at any given time.

Media Holdings Inc.

develops technology-based solutions designed to solve for challenges that have resulted from disruption

and evolution within the broad digital media and content generation environment.

Its flagship product Vocal is a long-form,

digital publishing platform focused on supporting content creators with content management tools that are embedded within

digital communities.

Vocal is architected to enable targeted marketing of branded content and e-commerce opportunities in

long-form content.

Vocal’s community sites are moderated by a dedicated team with a primary focus on creating healthy

communities and identifying monetization opportunities within them.

Vocal serves as a versatile home for content

The platform supports multiple forms of content such as:

short videos, podcasts, music, and written word.

activity is expected to increase at a rapid pace.

A fraction of creators achieve meaningful visibility for their content, and

even fewer are rewarded financially.

Jerrick Media Holdings’

product Vocal provides a solution for the creative

Jerrick Media Holdings, Inc.

partners with content creators and brands that recognize difficulties inherent

in the digital advertising space and are looking to capitalize on the branded content marketing opportunities available on publishing

platforms like Vocal.

Through 2017 content creation continue to accelerate exponentially.

Audiences continued to shift from

traditional digital media to independent creator content.

Traditional advertising business models continue to be threatened.

intrusive nature of display ads, which led to over 680 million ad-blockers installed and, is causing accelerated margin compression

at the largest digital advertisers.

Because of these tightening spreads, excessive traffic is required to successfully monetize

Jerrick’s business model continues to view this opportunistically.

While management expects legacy assets that were acquired prior

to the launch of Vocal to continue to contribute to revenues and generate strong margins we expect that the majority of revenues

going forward will be generated by the Company’s technology.

Jerrick’s diversified portfolio

combines technology, data analytics and media related products to generate shareholder value.

In addition to transactional revenues

directly attributed to the long-form social platform, Jerrick will continue to monetize its core library of media assets as well

as consult for brands and agencies through its suite of quantitative and fundamental analytics.

We have developed a proprietary patent-pending

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Our Website Communities

We are developing an ever-increasing number of genre-specific

websites, designed to create self-sustaining communities, with each revolving around a specific topic or theme.

The creation of

these websites is driven by two factors:

(i) the potential for monetization opportunities, and (ii) by the topical content provided

by our users.

Examples of our current websites include the following:

OMNI Media is a science fiction themed website

that explores science, technology, art, culture, design, and metaphysics.

Its creation was the result of that certain acquisition

we conducted in 2012, whereby we acquired the rights to sell certain art, photographs, sketches, written works, and illustrations,

owned or created by late media mogul Robert Guccione, Sr.

(“Guccione”) (the “Guccione Acquisition”).

part of that acquisition, we own the rights to sell certain art and written works that appeared in OMNI, an iconic science

fiction magazine published in the U.S.

from 1978 to 1995.

OMNI contained articles on science, parapsychology,

and short works of science fiction and fantasy that are still relevant today.

OMNI Media offers products including video downloads,

image downloads, photographs, art, magazines, action figures, apparel, and signed and unsigned collectibles.

In its initial run, OMNI published several

stories that have become timeless genre classics, such as Orson Scott Card's "Unaccompanied Sonata", William Gibson's

"Burning Chrome", "Johnny Mnemonic", and George R.

Martin's "Sandkings".

The magazine also featured

Stephen King's short story "The End of the Whole Mess".

OMNI also brought the works of numerous painters to the

attention of a large audience, such as H.

Giger, De Es Schwertberger and Rallé.

Filthy Media (“Filthy”) is a relationship

and sexuality themed website that explores the boundaries of what defines us as sexual beings and the impact that has on interpersonal

relationships.

Filthy leverages additional rights from the Guccione Acquisition to include content from various media, such as,

articles, photographs, written works, art, and illustrations, related to relationships and sexuality.

Longevity.Media

Longevity Media is a health and wellness themed

website that explores a variety of health-related topics including medicine, nutrition, genetic engineering, psychology, and cosmetics.

Longevity Media also leverages content rights from the Guccione Acquisition to include the content of Longevity , a magazine

published by Guccione from 1989-1996.

Potent Media is a cannabis themed website that

explores the history of marijuana, cannabis culture, and its effect on pop culture today.

The site keeps its user base informed

on all things involving cannabis culture including movies, TV, books, festivals, conventions and politics.

We are developing an ever-increasing number

of genre-specific websites, designed to create self-sustaining communities, with each revolving around a specific topic or theme.

The creation of these websites is driven by two factors:

(i) the potential for monetization opportunities, and (ii) by the topical

content provided by our users.

All of these sites are powered by Vocal, our proprietary long-form digital publishing and content

distribution platform.

Intellectual Property

We regard our technology and other proprietary rights

as essential to our business.

We rely on trade secrets, confidentiality procedures, contract provisions, and trademark law to protect

our technology and intellectual property.

We have also entered into confidentiality agreements with our consultants and corporate

partners and intend to control access to and distribution of our products, documentation, and other proprietary information.

Protecting our Content from Copyright Theft

The theft of pictures, video and other entertainment

content presents a significant challenge to our industry, and we take many steps to address this concern.

Where possible, we make

use of technological protection tools, such as encryption, to protect our content.

Notwithstanding these efforts and the many legal

protections that exist to combat piracy, the proliferation of content theft and technological tools with which to carry it out

continue to escalate.

The failure to obtain enhanced legal protections and enforcement tools could make it more difficult for us

to adequately protect our intellectual property, which could negatively impact its value.

We face significant competition from many other websites.

We face formidable competition in every aspect of our business, and particularly from other companies that seek to connect people

with information on the web similar to ours, and provide them with relevant advertising.

Although we face severe competition, we

believe we have a competitive advantage in that the majority of our content is timeless, as opposed to many of our competitors,

who focus mainly on providing timely content that has a limited lifespan, and therefore negligible long term monetization value.

We regard our technology and other proprietary

rights as essential to our business.

We rely on trade secrets, confidentiality procedures, contract provisions, and trademark law

to protect our technology and intellectual property.

We have also entered into confidentiality agreements with our consultants

and corporate partners and intend to control access to and distribution of our products, documentation, and other proprietary information.

Protecting our Content from Copyright

The theft of pictures, video and

other entertainment content presents a significant challenge to our industry, and we have taken many steps to address this

Where possible, we make use of technological protection tools, such as encryption, to protect our content.

Notwithstanding these efforts and the many legal protections that exist to combat piracy, the proliferation of content theft

and technological tools with which to carry it out continue to escalate.

The failure to obtain enhanced legal protections and

enforcement tools could make it more difficult for us to adequately protect our intellectual property, which could negatively

impact its value.

We face significant competition from many

other websites.

We face formidable competition in every aspect of our business, and particularly from other companies that seek

to connect people with information on the web similar to ours, and provide them with relevant advertising.

Although we face severe

competition, we believe we have a competitive advantage in that the majority of our content is timeless, as opposed to many of

our competitors, who focus mainly on providing timely content that has a limited lifespan, and therefore negligible long term monetization

Competitive factors include:

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quality of content.

We may be unable to compete successfully against current

and future competitors.

Some current and potential competitors have longer operating histories, larger user bases and greater brand

recognition in other internet sectors than we do.

Other online sites with similar business models may be acquired by, receive investments

from, or enter into other commercial relationships with well-established and well-financed companies.

As a result, some of our

competitors with other revenue sources may be able to devote more resources to marketing and promotional campaigns, adopt more

aggressive pricing policies and devote more resources to website, mobile platforms and applications and systems development than

In addition, we compete with internet advertising companies,

particularly in the areas of pay-for-performance and keyword-targeted internet advertising.

Also, we may compete with companies

that sell products and services online because these companies, like us, are trying to attract users to their websites to search

for information about products and services and content like ours.

We also compete with destination websites that seek

to increase their search-related traffic.

These destination websites may include those operated by internet access providers, such

as cable and DSL service providers.

Because our users need to access our services through internet access providers, they have

direct relationships with these providers.

If an access provider or a computer or computing device manufacturer offers online services

that compete with ours, the user may find it more convenient to use the services of the access provider or manufacturer.

the access provider or manufacturer may make it hard to access our services by not listing them in the access provider’s

We may be unable to compete successfully

against current and future competitors.

Some current and potential competitors have longer operating histories, larger user bases

and greater brand recognition in other internet sectors than we do.

Other online sites with similar business models may be acquired

by, receive investments from, or enter into other commercial relationships with well-established and well-financed companies.

a result, some of our competitors with other revenue sources may be able to devote more resources to marketing and promotional

campaigns, adopt more aggressive pricing policies and devote more resources to website, mobile platforms and applications and systems

development than we can.

In addition, we compete with internet advertising

companies, particularly in the areas of pay-for-performance and keyword-targeted internet advertising.

Also, we may compete with

companies that sell products and services online because these companies, like us, are trying to attract users to their websites

to search for information about products and services and content like ours.

We also compete with destination websites

that seek to increase their search-related traffic.

These destination websites may include those operated by internet access providers,

such as cable and DSL service providers.

Because our users need to access our services through internet access providers, they

have direct relationships with these providers.

If an access provider or a computer or computing device manufacturer offers online

services that compete with ours, the user may find it more convenient to use the services of the access provider or manufacturer.

In addition, the access provider or manufacturer may make it hard to access our services by not listing them in the access provider’s

or manufacturer’s own menu of offerings.

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advertisements to the specific tastes of the user.

There has been a trend toward industry consolidation

among our competitors, and so smaller competitors today may become larger competitors in the future.

If our competitors are more

successful than we are at generating traffic, our revenues may decline.

There has been a trend toward industry

consolidation among our competitors, and so smaller competitors today may become larger competitors in the future.

If our competitors

are more successful than we are at generating traffic, our revenues may decline.

Where You Can Find More Information

Our corporate website address is located at https://jerrick.media/ .

We do not intend our website address to be an active link or to otherwise incorporate by reference the contents of the website

into this Report.

Our corporate website address is located

at https://jerrick.media/ .

We do not intend our website address to be an active link or to otherwise incorporate by reference

the contents of the website into this Report.

The public may read and copy any materials the Company files with the U.S.

Securities and Exchange Commission

(the “SEC”) at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.

The public may obtain

information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030.

The SEC maintains an Internet website

(http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file

electronically with the SEC.

and Exchange Commission (the “SEC”) at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030.

The SEC maintains

an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding

issuers that file electronically with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business