What changed in this filing

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Item 1. Business

2019-04-01 compared with 2018-05-17 · 97 added, 116 removed, 73 unchanged (74% of the section changed)

Corporate History and Overview

Jerrick Media Holdings, Inc.

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the “Company,”

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

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’

toilet-training device, which we discontinued as of December

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Stock (the “Jerrick Series B Preferred”).

In connection with the Merger, on the Closing

Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”), pursuant to which Mr.

purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all

of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 781,818 shares of GTPH’s

Common Stock held by Mr.

In connection with the Merger, on the

Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”), pursuant to which

Campbell purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC, a Florida limited liability company,

and (ii) all of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 781,818 shares

of GTPH’s Common Stock held by Mr.

In addition, Mr.

Campbell assumed all debts, obligations and liabilities of GTPH, including

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

Campbell assumed all debts, obligations and liabilities of

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

Effective February 28, 2016, GTPH entered

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to better reflect its new business strategy.

Jerrick Media Business

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

technology platform, Vocal, designed to develop and cost-effectively acquire content that reaches audiences through our portfolio

of genre-specific communities, as well as through other social and digital distribution channels.

In addition to providing relevant

and refreshing content, our technology is centered on efficiency and scalability in both input of content across a growing variety

of topics, and output through a growing number of distribution methods.

We believe our content-to-commerce model is an integral

part of digital monetization.

We focus on distribution of content through the Vocal platform that optimizes user-generated content

through an algorithmically derived moderation process.

Jerrick is a technology company focused

on the development of digital communities, marketing of branded digital content, and e-commerce opportunities relative to particular

Jerrick’s flagship product is Vocal, a proprietary digital publishing platform, that enables creators of long

form content and rich media to reach an engaged audience through a growing portfolio of genre-specific branded websites.

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 community 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 limited

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

Revenue is generated in a variety of ways, including:

the sale of native advertising and marketing services related to our content, including but not limited to branded content campaigns

and affiliate marketing;

(ii) marketing and branding consulting;

(iii) affiliate sales;

(iv) platform processing fees;

sale of genre-specific products related to our brands and, licensing of our content for download-to-own services;

and (vi) 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.

Our 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.

We developed the Vocal platform, designed

to develop and cost-effectively engage content creators, to enable them to reach their audience and monetize their content.

addition to providing relevant content, our technology is centered on efficiency and scalability, through a growing variety of

topics, and output through a growing number of distribution methods.

We believe our content-to-commerce model

is an integral part of digital monetization.

We focus on distribution of content through the Vocal platform that optimizes user-generated

content through an algorithmically derived moderation process.

Through the moderation process, we reduce manpower costs, and simultaneously

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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.

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

distribution platform.

We developed 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.

Intellectual Property

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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.

We also license technology from third parties.

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:

community cohesion, interaction and size;

website or mobile platform and application ease-of-use and accessibility;

user engagement;

system reliability;

reliability of delivery and payment;

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.

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.

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 competition in a number of aspects

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.

We believe we have a competitive advantage due to the underlying designs and processes

of our platform Vocal.

Competitive factors include community cohesion, interaction and size, website or mobile platform and application

ease-of-use and accessibility, user engagement, system reliability, reliability of delivery and payment, and quality of content.

Some current and potential competitors

have longer operating histories, larger user bases and greater brand recognition in their respective 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 we can.

We also compete with destination websites

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There has been a trend toward industry

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

consolidation among our competitor, 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.

As of April 1, 2019, we had 24 full-time

employees, and 1 full-time contractors.

None of our employees are subject to a collective bargaining agreement, and we believe

that our relationship with our employees is good.

Description of Property

As of June 4, 2018, our corporate headquarters

which houses operations and support personnel, is located at 2050 Center Ave, Suite 640, Fort Lee NJ 07024, an office consisting

of a total of 2,300 square feet.

The current lease term is effective June 5, 2018 through July 5, 2023, with monthly rent of $5,612

for the first year and increases at a rate of 3% for each subsequent year thereafter.

Where You Can Find More Information

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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.

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