UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2014

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

For the transition period from _______________ to ______________

GAME PLAN HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Nevada

001-34359

20-0209899

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer Identification No.)

112 Water Street, Suite 500, Boston, MA 02109

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (617) 512-4453

_____________________________

(Former name or former address if changed since last report)

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) had been subject to such filing requirements for the past 90 days. Yes [ ] No [X]

Indicate by check mark whether the Registrant is a large accelerated filer, and accelerated filer, 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. (Check One):


	Large accelerated filer [ ]		Accelerated filer [ ]

	Non-accelerated filer [ ]		Smaller reporting company [X]

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes [ ] No [X]


Class of Stock	No. Shares Outstanding	Date
Common Stock	37,116,184	August 18, 2014


		PAGE
PART I.	FINANCIAL INFORMATION	2

Item 1.	Financial Statements	2

	Balance Sheets as of June 30, 2014 and December 31, 2013 (unaudited)	2

	Statements of Operations for the three and six month periods ended June 30, 2014 and 2013 and the period from inception (March 25, 1999) through June 30, 2014 (unaudited)	3

	Statements of Cash Flows for the six month periods ended June 30, 2014 and 2013 and the period from inception (March 25, 1999) through June 30, 2014 (unaudited)	4

	Notes to Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II.	OTHER INFORMATION	25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures - Not Applicable	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to implement our business plan, our ability to raise sufficient capital as needed, our ability to successfully transact business, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this 10-Q report in its entirety, including all other filings made by the Company with the SEC. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this 10-Q report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

Unless otherwise noted, references to “Game Plan,” “GPH,” the “Company,” “GP,” “we,” “our” or “us” means Game Plan Holdings, Inc., a Nevada corporation.

PART I - FINANCIAL INFORMATION

Game Plan Holdings, Inc.

(a Development Stage Company)

BALANCE SHEETS

(Unaudited)


	June 30,		December 31,
	2014		2013
ASSETS
Current assets
Cash	$	41,428	$	4,918
Restricted Cash		59,749		173,772
Marketable securities		1,185		3,120
Accounts receivable		7,137		7,824
Inventory		280,775		330,941
Prepaids		37,879		21,031
Total current assets		428,153		541,606

Property and equipment, net		38,850		38,433

Intangible assets
Intellectual property		46,513		46,513
Websites, net		89,250		171,914
		135,763		218,427
Other assets
Security deposit		36,887		36,887

Total assets	$	639,653	$	835,353

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued liabilities	$	273,555	$	244,826
Accounts payable and accrued liabilities - related parties		319,299		194,333
Notes payable		20,604		4,625
Stock repurchase liability		124,500		-
Due to related parties		254,500		254,500
Total current liabilities		992,458		698,284

Stock repurchase liability		-		107,500
Total long term liability		-		107,500
Total liabilities		992,458		805,784

Stockholders' equity (deficit)
Common stock, authorized
100,000,000 shares, par value $0.001, 37,116,184 and 35,148,456 issued and outstanding at June 30, 2014 and March 31, 2014, respectively.		37,116		35,148
Additional paid-in capital		3,767,011		3,565,859
Common stock payable		249,608		188,800
Accumulated other comprehensive loss		1,580		3,514
Deficit accumulated during the development stage		(4,408,120)		(3,763,752)
Total stockholders' equity (deficit)		(352,805)		29,569

Total liabilities and stockholders' equity (deficit)	$ 639,653		$	835,353

The accompanying notes are an integral part of these financial statements.

Game Plan Holdings, Inc.

(A Development Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)


									From inception
									(March 25, 1999)
	Three Months Ended		Three Months Ended		Six Months Ended		Six months Ended		through
	June 30,		June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013		2014

Sales	$	53,861	$	-	$	95,616	$	-	$	138,261
Cost of goods sold		26,095		-		43,737		-		63,276
Gross profit		27,766		-		51,879		-		74,985

Operating expenses:
General and administrative		163,619		77,264		293,860		106,731		1,498,750
Computer and website expenses		5,382		44,767		14,972		82,208		305,142
Impairment of website		-		118,700		-		118,700		136,240
Stock-based compensation		1,125		40,601		1,125		56,313		647,107
Professional fees		93,498		42,954		130,162		80,187		753,701
Wages and payroll expenses		130,359		144,579		238,133		150,708		1,168,710

Total operating expenses		393,983		468,865		678,252		594,847		4,509,650

Other income (expense):
Other income		-		-		-		-		703
Gain on sale of marketable securities		-		-		-		-		61,819
Loss on impairment of marketable securities		-		-		-		-		(36,820)
Interest income		43		-		69		285		28,832
Foreign currency transaction loss		-		-		-		-		(5)
Interest expense		(8,717)		(16)		(18,064)		(16)		(27,984)

Total other income (expense)		(8,674)		(16)		(17,995)		269		26,545

Net loss	$	(374,891)	$	(468,881)	$	(644,368)	$	(594,578)	$	(4,408,120)

Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		-		-		-		-		1,558
Unrealized gain (loss) on marketable securities		(923)		(4,989)		(1,935)		2,019		22

Other comprehensive (loss) income		(923)		(4,989)		(1,935)		2,019		1,580

Comprehensive loss	$	(375,814)	$	(473,870)	$	(646,303)	$	(592,559)	$	(4,406,540)

Basic loss per common share	$	(0.01)	$	(0.02)	$	(0.02)	$	(0.02)

Weighted average number of shares outstanding - basic		35,980,009		32,050,000		35,605,584		28,280,387

The accompanying notes are an integral part of these financial statements.

Game Plan Holdings, Inc.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Unaudited)


						From inception
						(March 25, 1999)
		Six Months Ended				through
		June 30,		June 30,		June 30,
		2014		2013		2014
Operating activities
	Net loss	$	(644,368)	$	(594,578)	$	(4,408,120)
	Adjustments to reconcile net loss to net cash used
	in operating activities:
	Depreciation and amortization		87,147		19,952		278,351
	Gain on sale of marketable securities		-		-		(61,819)
	Impairment of marketable securities		-		-		36,820
	Impairment of website		-		118,700		136,240
	Stock-based compensation		1,125		56,313		1,036,048
	Accrued interest expense related to stock repurchase liability		17,000		-		25,500
	Changes in operating assets and liabilities
	(Increase) decrease in receivables		687		(638)		(7,137)
	(Increase) decrease in prepaids		(16,848)		(107,013)		65,767
	Decrease in inventory		50,166		-		(280,775)
	Decrease in related party receivable		-		-		2,450
	Increase in other receivable		-		-		(5,800)
	Decrease in security deposit		-		-		(34,587)
	Increase in accounts payable and accrued liabilities		28,730		86,731		28,730
	Increase in accounts payable and accrued liabilities - related parties		124,966		-		600,258

Net cash used in operating activities			(351,395)		(420,533)		(2,588,074)

Investing activities
	Decrease (increase) in restricted cash		114,023		-		(59,749)
	Change in other investments		-		-		(2,450)
	Purchases of marketable securities		-		-		(197,140)
	Sales of marketable securities		-		-		221,874
	Purchase of intangible assets		-		-		(34,500)
	Investment in development of new website		-		-		(120,529)
	Purchase of fixed assets		(4,900)		(3,085)		(60,162)

Net cash provided by (used in) investing activities			109,123		(3,085)		(252,656)

Financing activities
	Proceeds from notes payable		26,238		24,012		54,355
	Payments on notes payable		(10,259)		(5,560)		(33,751)
	Advances from related party		-		49,500		431,799
	Payments on due to related party		-		(113,798)		(177,298)
	Proceeds from sale of common stock		262,803		550,000		2,606,645

Cash provided by financing activities			278,782		504,154		2,881,750

Net increase in cash			36,510		80,536		41,020
	Effect of foreign currency translation adjustment		-		-		408
Cash, beginning of period			4,918		3,453		-

Cash, end of period		$	41,428	$	83,989	$	41,428

Supplemental disclosure of cash flow information:
	Interest paid	$	1,063	$	-	$	2,358
	Income taxes paid	$	-	$	-	$	-

Non-cash investing and financing activities:
	Shares issued for settlement of accounts payable	$	-	$	-	$	35,883
	Shares issued for prepaid legal fees	$	-	$	-	$	7,824
	Shares issued for prepaid consulting fees	$	-	$	-	$	92,322
	Shares issued for intangible asset	$	-	$	46,513	$	275,013

The accompanying notes are an integral part of these financial statements.

Game Plan Holdings, Inc.

(A Development Stage Company)

Notes to Financial Statements

(unaudited)

NOTE 1. ORGANIZATION AND BUSINESS OF COMPANY

HJS Technology, Inc. (A Development Stage Company) was incorporated on March 25, 1999 under the laws of the State of Nevada. The Company developed a business plan around a concept entitled www.close2here.com. This concept failed to get off the ground and the business plan was shut down in 2005. On May 31, 2007, HJS Technology, Inc. changed its name to Game Plan Holdings, Inc. (the “Company”). Game Plan Holdings owns and operates a social networking website, www.Hazzsports.com (“Hazzsports.com”). Hazzsports.com is an online social networking website that offers an interactive resource for sports enthusiasts. In accordance with Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) No. 915 the Company is considered to be in the development stage.

On December 31, 2007, a Reorganization Agreement was entered into by and between Game Plan Holdings Canada, a corporation formed under the laws of the country of Canada (“Game Plan Canada”), and Game Plan Holdings, Inc. (“Game Plan USA”). The agreement reorganized the capital structure of Game Plan Canada and Game Plan USA by exchanging all of Game Plan Canada Shares totaling 11,070,000 shares on a one-for-one basis with Game Plan USA shares held by existing shareholders of the Company. Consequently, there were no new shares issued related to the 11,070,000 shares exchanged by Game Plan USA to Game Plan Canada. Under the Reorganization Agreement, Game Plan USA also agreed to the cancelation of 8,032,000 and 418,000 shares (total of 8,450,000 shares) of its common stock, as well as, transfer 2,148,000 shares of common stock of Game Plan USA held by certain shareholders to the Company’s President, Charles Hazzard. Upon completion of the Game Plan USA Reorganization and the exchange of the shares, all of the shares of Game Plan Canada were canceled and all the assets held by Game Plan Canada were assigned to Game Plan USA. Prior to the Reorganization Agreement, Game Plan USA developed the social networking website, www.Hazzsports.com which was principally funded by Game Plan Canada through capital it had raised. Since both Game Plan USA and Game Plan Canada were co-dependent upon each other both financially and intellectually prior to the Reorganization Agreement, the Company has accounted for this transaction as a recapitalization of both companies under a pooling of interest whereby the history of both companies have been integrated.

On September 13, 2011, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Vantage Assets Holdings, Inc. which closed on October 21, 2011. Pursuant to the Asset Purchase Agreement, the Company acquired the website www.checkinsave.com (“CheckinSave”), a social networking website where users check-in to locations via a mobile application or using the website, and accrue points for their check-ins as well as check-ins of their connections through the site. The points can be redeemed for discount coupons and deals at various registered venues. The site launched on September 15, 2011.

Prior to execution of the IP Agreement, Charles Hazzard and Christina Mabanta-Hazzard were the majority shareholders of the Company, where they collectively owned 10,000,000 shares of common stock of the Company. Upon issuance of 11,000,000 shares of common stock in exchange for the intellectual property of Sporting Blood, there were a total of 26,050,000 shares of common stock outstanding. Additionally, in a separate transaction, Andrew Bachman, owner of Sporting Blood, purchased 5,000,000 shares of common stock from Charles Hazzard and Christina Mabanta-Hazzard. These transactions resulted in a change in control of the Company, providing a controlling interest to the new Chief Executive Officer and President of the Company, Andrew Bachman.

On or about December 9, 2013, Andrew Bachman was served with a lawsuit filed by the United States Federal Trade Commission (“FTC”) in the United States District Court for the Central District of California. The complaint alleged, among other things, that Mr. Bachman’s former employer, Tatto, Inc. and other potentially affiliated entities, engaged in deceptive and unfair billing practices in violation of the Federal Trade Commission Act. The FTC lawsuit contends that Mr. Bachman was an officer of Tatto, Inc., one of the named corporate defendants. The Company was not a named party in the complaint and the FTC did not allege any wrongdoing on the part of the Company. Due to Andrew Bachman’s control of the Company, the Company’s bank accounts were temporarily frozen. By December 19, 2013, a United States District Court judge ordered $114,039 to be released to the Company. The balance of the Company’s cash, which was approximately $59,733, remained frozen and could not be accessed. The Company believes this is due to the fact that these monies were traceable to a recent investment made by Mr. Bachman. These investment funds may have been earned while Mr. Bachman worked at Tatto, Inc. and therefore the FTC and its receiver asserted a claim against these funds. Mr. Bachman did not receive consideration from the Company after this investment because the FTC lawsuit interrupted the process.

As part of the FTC litigation, 14,703,579 shares of the Company’s common stock held by Mr. Bachman and a family member were frozen. On February 25, 2014, the Court entered an order modifying the asset freeze in such a way that allowed Mr. Bachman and that certain family member to sell the 14,703,579 shares for no less than $159,733. The Bachman shares had to be sold either to the Company or to an independent investor. The Company will have no claim to the proceeds of any sale. Once Mr. Bachman’s shares are sold, the FTC and its receiver will release any claims they may have in relation to the 14,203,579 shares. Additionally, the FTC and the receiver will release the Company from any claims related to certain investments made by Mr. Bachman and the transactions giving rise to Mr. Bachman’s or a family member’s ownership of the 14,703,579 shares. As of this filing, the Company was informed that Andrew Bachman’s father is acquiring the frozen shares. The Company agreed to contribute the previously frozen $59,733 to Andrew Bachman’s father’s acquisition of the frozen shares.

On February 11, 2014, Mr. Bachman resigned as an officer and a member of the Company’s Board of Directors.

On May 1, 2014, Mr. Alexander Karsos accepted appointment as the Company’s Chief Financial Officer and Secretary. Mr. Zach Allia accepted appointment as the Company’s Chief Technology Officer and a member of the Board of Directors on May 5, 2014. The Company’s new Chief Sales Officer, Brett Maloley, accepted appointment on May 5, 2014. Mr. Maloley simultaneously accepted appointment as a director. On June 3, 2014, Mr. James Dingman was appointed President, Chief Executive Officer, and Chairman of the Board of Directors. Prior to this appointment, Mr. Dingman was one of the Company’s directors. Ralph Anderson was also appointed to the Company’s Board of Directors on June 3, 2014.

The Company is focused upon its competition within the nutritional supplements industry with the Game Plan line of nutritional supplements, some of which are specially formulated to be NSF Certified to ensure they do not included banned substances for athletes. The Company developed an online platform through which fitness professionals, coaches, and other individuals can sell nutritional supplements and earn commissions on the sale. The Company’s platform is live at gameplan.com.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less.

Earnings (Loss) per Share

The basic earnings (loss) per common share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.

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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue and Cost Recognition

The Company generally recognizes revenue upon delivery and when both the title and risk and rewards pass to the customers. Product sales are recognized net of product returns and discounts. Net sales include product sales and shipping and handling revenues. Shipping and handling costs paid by the Company are included in cost of sales. The Company generally receives the net sales price in accordance with the payment terms, which are net 30, or through credit card payments at the point of sale for online customers prior to the delivery of the products. Customers may return the Company's products within 45 days of purchase provided the products are in their original sealed container and in resalable condition. Allowances for product returns are provided at the time the sale is recorded. This accrual is based upon historical return rates by product types.

Inventories

Inventories are comprised of finished goods, goods in the process of being assembled into finished goods and raw product. The inventories are stated at the lower of cost or market value using a weighted average methodology. The Company estimates the net realizable value of inventory based on when a product is close to expiration and is not expected to be sold, when a product has reached its expiration date, or when a product is not expected to be sellable. In determining the reserves for these products consideration is given to factors such as inventory on hand, remaining shelf life, anticipated demand, and expected market conditions.

The reserve for obsolescence for the three months ended June 30, 2014 and the year ended December 31, 2013 was $-0-.

Accounts receivable

The Company reports receivables at gross amounts due from customers. The Company uses the allowance method to account for uncollectible accounts receivable. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The allowance for doubtful accounts is estimated based upon historical experience. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change. Accounts receivable are presented net of an allowance for doubtful accounts of $-0- and $-0- at June 30, 2014 and December 31, 2013, respectively.

Fair Value Accounting for Financial Instruments

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC (“ASC 820-10”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of the fair value hierarchy are described below:


	Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
	Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Pursuant to ASC 825, the fair value of cash and marketable securities is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of cash, marketable securities, receivables, accounts payable and accrued liabilities, and other payables approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheets as of June 30, 2014 and December 31, 2013 as follows:


	Fair Value Measurements as of March 31, 2014 Using:
		Total Carrying Value as of		Quoted Market Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
		06/30/14		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	1,185	$	1,185	$	0	$	0
Total	$	1,185	$	1,185	$	0	$	0

	Fair Value Measurements as of December 31, 2013 Using:
		Total Carrying Value as of		Quoted Market Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
		12/31/12		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	3,120	$	3,120	$	0	$	0
Total	$	3,120	$	3,120	$	0	$	0

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives, principally on a straight-line basis. Estimated service lives of property and equipment are as follows:


Description		Estimated Life
Software		3 years
Computers		5 years
Equipment		5 years
Furniture and fixtures		7 years
Leasehold improvements		39 years

Concentrations of Credit Risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counter parties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counter parties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions described below.

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, restricted cash, accounts receivable, and marketable debt securities. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector. To manage the risk exposure, the Company maintains its portfolio of cash and cash equivalents and short-term and long-term investments.

Impairment of Long-lived Assets

Intangibles and long-lived asset groups are tested for recoverability when changes in circumstances indicate the carrying value may not be recoverable, for example, when there are material adverse changes in projected revenues or expenses, significant underperformance relative to historical or projected operating results, and significant negative industry or economic trends. We also perform a test for recoverability when management has committed to a plan to sell or otherwise dispose of an asset group and the plan is expected to be completed within a year. We evaluate recoverability of an asset group by comparing its carrying value to the future net undiscounted cash flows that we expect will be generated by the asset group. If the comparison indicates that the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of carrying value over the estimated fair value. When an impairment loss is recognized for assets to be held and used, we depreciate the adjusted carrying amount of those assets over their remaining useful life.

Income Taxes

The Company accounts for its income taxes in accordance with ASC No. 740, "Income Taxes". Under Statement 740, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.

Stock-based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.

Other Comprehensive Income (Loss)

Marketable securities held by Morgan Stanley Wealth Management (the holding companies) are held for an indefinite period of time and thus are classified as available-for-sale securities. Realized investment gains and losses are included in the statement of operations, as are provisions for other than temporary declines in the market value of available for-sale-securities. Unrealized gains and unrealized losses deemed to be temporary are excluded from earnings (losses), net of applicable taxes, as a component of other comprehensive income (loss). Factors considered in judging whether an impairment is other than temporary include the financial condition, business prospects and creditworthiness of the issuer, the length of time that fair value has been less than cost, the relative amount of decline, and the Company’s ability and intent to hold the investment until the fair value recovers.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements through June 30, 2014 and believes that none of them will have a material effect on the Company’s financial position, results of operations or cash.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the financial statements the Company has not established a source of revenue sufficient for sustainability and has experienced recurring net operating losses. This raises substantial doubt about the Company’s ability to continue as a going concern. As shown on the accompanying financial statements, the Company has incurred a net loss of 4,408,120 for the period from inception (March 25, 1999) to June 30, 2014. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s activities to date have been supported by equity financing. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4. RESTRICTED CASH

Around December 9, 2013, as a result of the FTC litigation involving the Company’s former officer and director, Andrew Bachman, the Company’s bank accounts were frozen. On December 19, 2013, the Court presiding over the litigation ordered $114,039 unfrozen and released to the Company at a separate banking institution. Despite being unfrozen by the Court’s order, the bank needed time to process the court order and transfer the $114,039 to the Company’s new banking institution. As a result, the Company did not have access to the $114,039 until approximately January 6, 2014. The remaining $59,733 was not released and the Company will not recover this money. As a result of these events, the Company has classified $173,772 and $59,733 as restricted cash as of December 31, 2013 and June 30, 2014, respectively. As previously disclosed in the Company’s 2013 10K (Note 1, pg. 29, as well as Note 17, pg. 45), the Company is permitted to use the $59,733 as part of an effort to repurchase Mr. Bachman’s shares or contribute it to another investor’s acquisition. As of the date of this report, the Company may use this $59,733 as part of the repurchase of Mr. Bachman’s shares, and the Company will not receive this $59,733 back in the form of cash.

NOTE 5. MARKETABLE SECURITIES AND INVESTMENTS

Marketable securities were held by Canaccord Genuity Wealth Management and Morgan Stanley Wealth Management (the holding companies) for an indefinite period of time and thus are classified as available-for-sale securities. Realized investment gains and losses are included in the statement of operations, as are provisions for other than temporary declines in the market value of available-for-sale securities. Unrealized gains and unrealized losses deemed to be temporary are excluded from earnings (losses), net of applicable taxes, as a component of other comprehensive income (loss). Factors considered in judging whether an impairment is other than temporary include the financial condition, business prospects and creditworthiness of the issuer, the length of time that fair value has been less than cost, the relative amount of decline, and the Company’s ability and intent to hold the investment until the fair value recovers.

During the year ended December 31, 2013, the Company sold its entire position in an investment held by Canaccord Genuity Wealth Management for $100. Another position was written off as worthless. The proceeds from the sale were used to partially offset annual brokerage charges. The balance of brokerage charges due were written off by the broker.

The following is a summary of available-for-sale marketable securities as of June 30, 2014 and December 31, 2013:


	June 30, 2014
		Cost		Unrealized Gain		Unrealized (Losses)		Market or Fair Value

Equity securities	$	1,315	$	--	$	(130)	$	1,185
Total	$	1,315	$	--	$	(130)	$	1,185

	December 31, 2013
		Cost		Realized Gain		Realized (Losses)		Market or Fair Value

Equity securities	$	1,315	$	2,108	$	--	$	3,120
Total	$	1,315	$	2,108	$	--	$	3,120

The following is a summary of unrealized gains and losses as presented in Other Comprehensive Income as of June 30, 2014 and June 30, 2013:


	June 30, 2014
				Unrealized		Unrealized		Other
		Unrealized		(Losses)		(Losses)		Comprehensive
Description		(Loss)		Short Term		Long Term		Income (Loss)

Equity Securities	$	(923)	$	--	$	--	$	(923)
Total	$	(923)	$	--	$	--	$	(923)

	June 30, 2013
		Unrealized		Unrealized (Losses)		Unrealized (Losses)		Other Comprehensive
Description		Gains		Short Term		Long Term		Income (Loss)

Equity Securities	$	1	$	--	$	(4,990)	$	(4,989)
Total	$	1	$	--	$	(4,990)	$	(4,989)

The Company classifies securities that have a readily determinable fair value and are not bought and not held principally for the purpose of selling them in the near term as securities available-for-sale, pursuant to FASB ASC 320-10, Investments-Debt & Equity Securities. Under FASB ASC 320-10, unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported in other comprehensive income until realized.

NOTE 6. INVENTORY


	June 30, 2014		December 31, 2013
Finished goods	$	216,413	$	211,708
Raw material		64,362		119,233
Total inventory	$	280,775	$	330,941

NOTE 7. PROPERTY AND EQUIPMENT


	June 30, 2014		December 31, 2013
Computers/technology	$	34,173	$	34,173
Equipment and furniture		25,540		20,640
Software		449		449
Accumulated depreciation		(21,312)		(16,829)
	$	38,850	$	38,433

Depreciation expense was $4,482 and $1,171 for the six months ended June 30, 2014 and 2013, respectively. Depreciation expense was $2,241 and $586 for the three months ended June 30, 2014 and 2013, respectively.

NOTE 8. WEBSITE

On October 1, 2013, the Company began operating a new website that was designed to market and sell its products through its new business plan. The website, though operating, continued to incur development costs as it was considered to be in its beta testing phase. Through December 31, 2013 management incurred $219,529 in costs to develop the site.

The following is a summary of the www.Gameplan.com website at:


	June 30, 2014		December 31, 2013
Website	$	219,529	$	219,529
Accumulated amortization		(130,280)		(47,615)
Website, net	$	89,249	$	171,914

Amortization expense was $82,665 and $18,781 for the six months ended June 30, 2014 and 2013, respectively. Amortization expense was $35,050 and $-0- for the three months ended June 30, 2014 and 2013, respectively.

NOTE 9. INTELLECTUAL PROPERTY

On February 7, 2013, the Company entered into an intellectual property purchase agreement (the “IP Agreement”) with Sportingblood for the acquisition of all right, title and interest in the Sporting Blood trademark and certain product formulations (the “Intellectual Property”). In exchange, the Company issued 11,000,000 shares of common stock to Sportingblood, which resulted in a change of control. Accordingly, the intellectual property received has been recorded at historical cost as determined under U.S. GAAP on February 7, 2013 in the amount of $46,513.

NOTE 10. RELATED PARTY TRANSACTIONS

As of June 30, 2014 and December 31, 2013, the Company has stock payable balance in the amount of $30,000 for compensation to its former Chief Financial Officer, Christina Mabanta-Hazzard.

Prior to his resignation as of March 1, 2013, the Company incurred salaries payable to its former Chief Operating Officer, Charles Hazzard in the amount of $6,000.

During the year ended December 31, 2013, the Company’s former Chief Financial Officer has paid expenses totaling $4,500 on behalf of the Company. The advance is unsecured, bears no interest, and is due on demand.

During the year ended December 31, 2013, the Company’s former Chief Executive Officer and controlling shareholder, Andrew Bachman, loaned the Company $250,000, net, which is owed to him as of June 30, 2014 and December 31, 2013. This advance is unsecured, bears no interest, and is due on demand. In addition, prior to his resignation as of February 11, 2014, the Company incurred salaries payable to Mr. Bachman in the amount of $181,410, of which $158,333 was incurred during the year ended December 31, 2013 and $23,077 was incurred during the three months ended March 31, 2014 prior to his resignation.

During the three months ended June 30, 2014, the Company’s secretary and chief financial officer and his brother deferred payment of their salary pending either the raising of additional funds or improvement of the Company’s operating cash flow. As of June 30, 2014, the Company owed the two a total of $60,000.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 11. NOTES PAYABLE

The notes payable as of June 30, 2014 are as follows:


	June 30, 2014

Notes payable, unsecured, due in monthly payments of principal and interest $713.81, interest at 5% per annum, matures March 1, 2015.	$	6,228

Note payable, unsecured, due in monthly payments of principal and interest $2,925, interest at 4% per annum, matures December 10, 2014	$	14,376

Total	$	20,604

Interest expense for the three and six months ended June 30, 2014 was $1,064.

NOTE 12. CONTINGENT LIABILITY

On September 13, 2013, the Company entered into a purchase agreement for domain name (gameplan.com) with a third party. In consideration, the Company issued 150,000 shares of restricted common stock fair valued at $99,000. Under terms of the agreement, if certain criteria are not met 18 months after this purchase agreement, the Company is obligated to repurchase the stock at a given price of $1 per share.

Under ASC 480-10, the stock repurchase obligation should be recorded as a liability at the discounted settlement amount and reduction of equity at the fair value of the shares at issuance. The liability of the stock repurchase obligation should be adjusted to the final settlement amount of $150,000, net of the unamortized discount of $51,000, which the discount will be amortized at an implicit rate throughout the 18 months after the purchase agreement.

The Company has a stock repurchase liability net of the unamortized discount of $124,500 and $107,500 as of June 30, 2014 and December 31, 2013 respectively and recorded a total interest expense of $17,000 related to the stock repurchase liability for the six months ended June 30, 2014.

NOTE 13. STOCKHOLDERS’ EQUITY

The stockholders’ equity of the Company comprises the following classes of capital stock as of June 30, 2014 and December 31, 2013:

Common stock, par value of $0.001 per share; 100,000,000 shares authorized; 37,116,184 and 35,148,456 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively.

On or around February 19, 2014, the Company received $50,000 from an accredited investor for the purchase of 416,667 shares of common stock at a price of $0.12 per share, which has been recorded as stock payable as of June 30, 2014.

During the six months ended June 30, 2014, the Company issued a total of 70,000 shares of common stock to stockholders who previously invested to the Company. The Company did not receive cash consideration in exchange for these shares. The Company issued these shares in an effort to resolve certain matters outstanding between the parties related to prior investments made by those stockholders.

During the six months ended June 30, 2014, the Company issued 20,000 shares of common stock to settle stock payable recorded as of December 31, 2013. The 20,000 shares were valued at $13,800 in the prior year.

On or around May 23, 2014, the Company entered into an Endorsement Agreement. The individual is entitled to the following equity compensation: 7,500 shares of common stock granted upon execution of the Agreement; 12,500 shares of common stock granted on the first anniversary of the Agreement with an option to purchase 5,000 shares of common stock granted on the first anniversary, and an option to purchase 10,000 shares of the Company’s common stock with an exercise price equal to the closing bid price on the effective date of the Agreement. To date, the Company’s Board of Directors has not approved the granting of the option. None of the shares have been issued by the Company’s transfer agent as of the date of this filing. The Company has recorded $1,125 to the 7,500 shares of common stock that shall be issued upon execution of the Agreement as of June 30, 2014.

On June 5, 2014, the Company agreed to sell a total of 166,665 shares of its common stock to three separate accredited investors in separate transactions. The Company received a total of $20,000 as result of the sales with an additional $5,000 to be paid in July. The sales were accomplished at per share price $0.15. None of the shares have been issued by the Company’s transfer agent as of the date of this filing. The Company recorded $20,000 to stock payable as of June 30, 2014.

On April 14, 2014, the Company agreed to sell a total of 31,818 shares of its common stock to one accredited investor. The Company received a total of $3,500 as result of the sales with an additional $5,000 to be paid in July. The sale was accomplished at per share price $0.11. None of the shares have been issued by the Company’s transfer agent as of the date of this filing. The Company recorded $3,500 to stock payable as of June 30, 2014.

NOTE 14. STOCK OPTIONS

On February 27, 2013, the Board of Directors of the Company ratified, approved, and adopted a Stock Option Plan for the Company allowing for the grant of up to 2,600,000 options to acquire common shares with terms of up to 5 years. The Board has the authority to determine the rate at which options vest. Each option must be exercised within 3 years commencing upon the option’s last date of vesting. Each option granted under the plan automatically terminates and may no longer be exercised if the optionee ceases for any reason to be an employee of, or consultant to, the Company, subject to certain exceptions in the event of death and disability. If options granted under the 2013 Stock Option Plan expire or are cancelled, new options may thereafter be granted covering such shares. In the event the Company commences an initial public offering, sells substantially all of its assets, or sells at least 75% of its common stock in a single transaction (a “Change in Control Event”), then the option shall immediately vest and become exercisable in its entirety. The 2013 Stock Option Plan terminates and no further options can be granted thereunder on February 28, 2018.

During the year ended December 31, 2013, the Company granted a total of 1,600,000 stock options as part of the Company’s 2013 Stock Option Plan. The total fair value of 1,100,000 of these options at the grant date was estimated to be $357,860 and was determined using the Black- Scholes option pricing model with an expected life of 5 years, a range of risk free interest rate from 0.40% to 1.75%, a dividend yield of 0%, and expected volatility of 122.20%.

On December 4, 2013, the Company granted 500,000 stock options to a consultant under the 2013 Stock Option Plan at $0.40 per option for a term of 3 years. The Option shall vest in six equal parts at the end of each fiscal quarter beginning on December 31, 2013, and with the final portion of the option vesting on March 31, 2015. The total fair value of these options at the date of grant was estimated at $219,550 and determined using the Black-Scholes option pricing model with the following assumptions; a term of 3 years, a risk free interest rate of 1.75%, a dividend yield of 0%, and an expected volatility of 120.71%. As of December 31, 2013, $36,592 was recorded as a stock-based compensation expense for the portion vested as of December 31, 2013.

However, under the terms of the 2013 Stock Option Plan, the option terminates and may no longer be exercised by the consultant if the consultant ceases to be a consultant to the Company. On December 31, 2013, the consultant was terminated from the Company as the consultant ceased to provide consulting services to the Company. The consultant had thirty (30) days from the date of termination to exercise the option. On January 31, 2014, the option expired, and the consultant did not exercise the option within the requisite timeframe. Thus, this option was cancelled by the Company.

During fiscal year 2013, terms of non-qualified stock options held by certain optionees were amended so that they vested immediately. Upon amendment, 320,000 of a possible 350,000 options of shares were exercised for a total of $80,000.

On April 25, 2014, the Company granted 500,000 stock options to a consultant under the 2013 Stock Option Plan at $0.25 per option for a term of 3 years. The option shall vest in two equal parts beginning March 10, 2015, and with the final portion of the option vesting on March 10, 2016.

However, as stated below under Note 16, Subsequent Events (Cancellation of Options), these options were cancelled by the Company on June 13, 2014, effective July 13, 2014.

The Company granted and cancelled 500,000 options during the six months ended June 30, 2014. No options were exercised during that period.

The Company’s stock option activity for the six months ended June 30, 2014 is summarized as follows:


	Number of Options	Weighted average exercise Price per share	Weighted average remaining contractual life (in years)
Balance, December 31, 2013	530,000	$ 0.39	4.25
Granted	500,000	0.25	3.00
Exercised	--	--	--
Expired / Cancelled	(1,000,000)	$0.33	3.50
Balance, June 30, 2014	30,000	$ 0.25	3.96

Warrants

On September 22, 2011, the Company issued 300,000 warrants for services valued at $53,160. Each warrant is convertible into one share of common stock at an exercise price of $0.45. All warrants are fully vested and are exercisable at any time up to and including January 1, 2015. The fair value of these warrants was estimated at the grant date using Black-Scholes Option Pricing Model with current value of the stock at $0.37; dividend yield of 0%; risk-free interest rate of 0.34% (3 year Treasury note rate at the issue date); volatility rate of 78.94%; and expiration date of 3.25 years. As of September 30, 2013, no warrants have been exercised.

During fiscal year 2013, the Company granted 6,000,000 warrants in conjunction with the sales of the equity units. Each warrant entitles the holder to purchase one share of the Company’s common stock at a price of $0.25 per share for a period of three years from the date of issuance. 2,870,000 warrants were exercised during fiscal year 2013.

During the three months ended June 30, 2014, no warrants were exercised, granted, or cancelled.


	Number of Warrants	Weighted average exercise Price per share	Weighted average remaining contractual life (in years)
Balance, December 31, 2013	3,430,000	$ 0.27	2.04
Granted	--	--	--
Exercised	--	--	--
Expired / cancelled	--	--	--
Balance, June 30, 2014	3,430,000	$ 0.27	1.80

NOTE 15. OPERATING LEASES

During the period January 1, 2013 through March 31, 2013 the Company’s office space was rented for $2,000 per month.

The Company leased new office space in Boston, Massachusetts that commenced on September 15, 2013 and runs through August 31, 2017. Payment terms include a base rent of $5,486 per month plus other costs of maintaining the property. There was an initial cash outlay for a security deposit.

The Company leased warehouse space in New Jersey that commenced on April 11, 2013 that commenced on June 1, 2013 and runs through May 31, 2016. The lease contains an option for an additional three year term. Payment terms include a base rent of $1,813 per month plus other costs of maintaining the property. The initial cash outlay for the lease included a security deposit and a prepayment of July rent.

Rent expense for the six months ended June 30, 2014 and 2013 were $50,918 and $8,473 respectively.

Upon commencement, the aggregate minimum annual lease payments under the new operating leases, including amounts characterized as deemed landlord financing payments are as follows:


	Monthly Basic Rent	Annual Basic Rent
2014	7,299	43,794
2015	7,299	87,588
2016	7,299	74,891
2017	5,486	43,884
2018	--	--
		250,157

NOTE 16. SUBSEQUENT EVENTS

Officer and Director Option Grants

On June 3, 2014 Jamie Dingman, President, CEO, and Chairman executed Employment Agreement granting 2,500,000 options for a term of 3 years. The option shall vest 25% shares (625,000) and become exercisable at the date of formal grant. Another 25% of shares (625,000) shall vest and become exercisable on December 31, 2014. The remaining shares (1,250,000) shall vest and become exercisable in equal monthly installments over the next 28 months. The total fair value of these options at the date of grant, July 18, 2014, was estimated at $424,738 and determined using the Black-Scholes option pricing model with the following assumptions; a term of 3 years, a risk free interest rate of 0.97% a dividend yield of 0%, and an expected volatility of 155.85%.

On April 29, 2014 Brett Maloley was formally appointed to CSO and director and accepted the appointment in writing on May 5, 2014. Mr. Maloley will receive 2,000,000 options. The option shall vest 25% shares (500,000) and become exercisable at the date of formal grant. Another 25% of shares (500,000) shall vest and become exercisable on December 31, 2014. The remaining shares (1,000,000) shall vest and become exercisable in equal monthly installments over the next 12 months. The total fair value of these options at the date of grant, July 18, 2014, was estimated at $292,162 and determined using the Black-Scholes option pricing model with the following assumptions; a term of 1.67 years, a risk free interest rate of .51%, a dividend yield of 0%, and an expected volatility of 155.85%.

On April 29, 2014 Zach Allia was formally appointed to CTO and director and accepted the appointment in writing on May 5, 2014. Mr. Allia received 2,500,000 options at $0.15 per option for a term of 3 years. The option shall vest 25% shares (625,000) and become exercisable at the date of formal grant. Another 25% of shares (625,000) shall vest and become exercisable on December 31, 2014. The remaining shares (1,250,000) shall vest and become exercisable in equal monthly installments over the next 28 months. The total fair value of these options at the date of grant, July 18, 2014, was estimated at $424,738 and determined using the Black-Scholes option pricing model with the following assumptions; a term of 3 years, a risk free interest rate of 0.97%, a dividend yield of 0%, and an expected volatility of 155.85%.

On April 24, 2014 Tom Sullivan was formally appointed to VP of Sales - Teams Division. Mr. Sullivan received two pools of options both at 250,000 options per pool for a total of 500,000 stock options. The first pool of options is time based for a term of 3 years. Under the time based option, 20% (500,000) of the option shall vest and become exercisable at the date of formal grant. Another 20% of shares (50,000) shall vest and become exercisable on January 1, 2015. The remaining shares (150,000) shall vest and become exercisable in equal monthly installments over the next 12 months. The second pool of options is performance based. Under the performance based option, the option will vest when performance based measures are met over a term of 5 years. The total fair value of these options at the date of grant, July 18, 2014, was estimated at $89,044 and determined using the Black-Scholes option pricing model with the following assumptions; a term of 3 & 5 years, a risk free interest rate of 0.97%, a dividend yield of 0%, and an expected volatility of 155.85%.

The exercise price for the stock options specified in the four employment agreements aforementioned was unknown at the date of the employment agreement and these stock options were not formally granted as of June 30, 2014. These stock options were formally granted on July 18, 2014 when the board approved the exercise price at $0.15 per option. Accordingly, no stock-based compensation expense was recorded as of June 30, 2014.

Gatehouse Consulting Agreement Termination

The Company and Gatehouse have ended their relationship and the Consulting Agreement is set to terminate on July 13, 2014, which is prior to the Agreement’s stated termination date. Appropriate written notice of the termination has been provided consistent with the Consulting Agreement’s terms.

Miscellaneous

On July 11, 2014, the Company filed a short form registration statement on Form 8-A. After the filing of the 8-A, which went effective on July 11, 2014, the Company is now subject to the reporting requirements of the Securities Exchange Act of 1934.

Subsequent to June 30, 2014, the Company was informed that its former officer, director, and controlling stockholder, Andrew Bachman, sold his 12,203,579 shares to his father, Dr. Donald Bachman, with the approval of the FTC and its court-appointed receiver. Dr. Bachman acquired these shares for $159,743, of which $100,000 constituted personal funds and $59,743 was contributed by the Company. The shares have not yet been transferred to Dr. Bachman on the Company’s books. Once the transfer is complete, Dr. Bachman will be the record owner of approximately 39.8% of the Company’s issued and outstanding shares.

Mr. Allia resigned as CTO and director on July 28 and his unvested portion of the option pool, 1,875,000 is deemed cancelled due to resignation. The vested portion, 625,000 has an exercise price of $0.15 and Mr. Allia has 2 months to exercise these options.

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 our financial statements and related notes. Some of the information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this report, includes forward-looking statements based on our current management’s expectations. There can be no assurance that actual results, outcomes or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, among others, our limited operating history, unpredictability of future program dispositions and operating results, competitive pressures and the other potential risks and uncertainties discussed in the “Risk Factors” as discussed in the “Risk Factor” section in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2013.

Organizational History

The Company, then named HJS Technology, Inc. (a Development Stage Company), was incorporated on March 25, 1999 under the laws of the State of Nevada. The Company developed a business plan around a concept entitled www.close2here.com. This concept failed to get off the ground and the business plan was shut down in 2005. On May 31, 2007, HJS Technology, Inc. changed its name to Game Plan Holdings, Inc. (the “Company”). Between 2007 and early 2013, the Company operated various social networking websites, www.hazzsports.com, wwww.totalscout.com, and www.checkinsave.com.

On February 7, 2013, the Company entered into an intellectual property purchase agreement (the “IP Agreement”) with Sportingblood Nutrition, LLC, a Delaware limited liability company (“Sportingblood”) for the acquisition of all right, title and interest in and to the Sportingblood trademark and certain nutritional supplement product formulations (the “Intellectual Property”). In exchange, the Company issued 11,000,000 shares of common stock to Sportingblood. After this acquisition, Sportingblood’s principals began working for the Company in February 2013 and started to develop Game Plan’s nutritional supplement business using the acquired Sportingblood product formulations. The IP Agreement and a separate stock transaction between Andrew Bachman, owner of Sportingblood and the Company’s then-CEO and President, and Chuck and Christina Hazzard, resulted in a change in control of the Company. By March 2013, Mr. Bachman was the Chairman, CEO, President, and the Company’s largest shareholder. As of this Annual Report on Form 10-Q, Andrew Bachman is no longer an officer and director of the Company.

During fiscal year 2013, the Company transitioned its business from social networking websites to entry into and competition within the nutritional supplements industry. The Company is now exclusively focused on the marketing and sale of its Game Plan line of nutritional supplements, many of which are specifically designed to be NSF certified to ensure that they do not include banned substances for professional athletes.

The Company launched a new version of its website during the three months ended June 30, 2014. This new website is designed to simplify the process by which trainers can send and refer nutritional supplement game plans to their clients. In addition, the Company initiated its curator program during the quarter ended June 30, 2014. The Company partners with influential athletes, models, and tastemakers (the curators) to promote the curators’ individual “Game Plan” (i.e., nutritional supplement regimen) to their social media followers. The Company seeks to build brand recognition and awareness through the curator program.

On May 1, 2014, Mr. Alexander Karsos accepted appointment as the Company’s Chief Financial Officer and Secretary.

Mr. Zach Allia accepted appointment as the Company’s Chief Technology Officer and a member of the Board of Directors on May 5, 2014. The Company and Mr. Allia entered into an Employment Agreement with a two and a half year term. Mr. Allia is entitled to a base salary of $120,000 annually and an option to purchase 2,500,000 shares of the Company’s common stock. The option will vest over three years. The Employment Agreement also provides that Mr. Allia may receive a discretionary bonus to be determined by the Board.

The Company’s new Chief Sales Officer, Brett Maloley, accepted appointment on May 5, 2014. Mr. Maloley simultaneously accepted appointment as a director. The Company and Mr. Maloley have entered into an Employment Agreement with a 20 month employment term. Mr. Maloley is entitled to a base salary of $60,000 per year, plus he will receive monthly payments equal to 2% of the Company’s monthly sales. Mr. Maloley is also entitled to an option to purchase 2,000,000 shares of the Company’s common stock, which will vest over the employment term. The Employment Agreement also provides that Mr. Maloley may receive a discretionary bonus to be determined by the Board.

Mr. Jamie Dingman became the Company’s Chief Executive Officer and Chairman of the Board of Directors on June 3, 2014. Mr. Dingman and the Company entered into an Executive Employment Agreement dated June 3, 2014. The agreement is for a term of two and a half years. Mr. Dingman is entitled to a base salary of $120,000 annually, which may be deferred by mutual written consent. Additionally, Mr. Dingman will receive an option to purchase 2,500,000 shares of the Company’s common stock. The option will vest over three years. Under his employment agreement, Mr. Dingman is eligible for a discretionary bonus.

On June 3, 2014, the Board also appointed Mr. Ralph Anderson to the Company’s Board of Directors.

Products

Currently, the Company markets and sells products ranging from whey protein to multivitamin and fish oil supplements. The Company’s products are as follows:

Whey: $49.99 for 30 servings. Flavors/types: vanilla and chocolate.

Pump: $34.99 for 30 servings. Flavors/types: fruit and orange.

Recovery: $34.99 for 30 servings. Flavors/types: fruit and orange available.

Focus Food: $33.00 for box of 12 bars. Flavors/types: Chocolate chip cookie.

T-Jack: $74.99 for 30 day supply. 120 capsules.

Shred: $59.99 for 30 day supply. 120 capsules.

Sizzle: $49.99 for 30 day supply. 60 capsules.

Life: $54.99 for 30 day supply. 60 packages.

The Company partnered with NSF International, a global public health organization specializing in standards development, product certification, testing, and auditing, to undergo its nutritional supplement certification for various products, NSF for Sport. This certification ensures that certain of the Company’s products are free of adulteration, contaminants, and banned substances. Leading sports organizations, including Major League Baseball, National Football League, Professional Golfers’ Association, Canadian Centre for Ethics in Sport, and World Anti-Doping Agency all recognize this certification. The Company’s manufacturing partners carry all applicable manufacturing licenses and undergo rigorous control procedures to uphold the best manufacturing practices. The manufacturing facilities are certified to be free of banned substances and have a reduced risk of cross-contamination.

Distribution and Plan of Operations

The Company developed an online platform through which fitness professionals, youth camp coordinators, team coaches, and others sell Game Plan nutritional supplements and earn commissions thereon. Consumers can also visit the Company’s website directly, gameplan.com, to subscribe for nutritional supplement plans designed by Company. Gameplan.com also allows consumers to build their own plan comprised of nutritional supplements offered by the Company and to subscribe to plans endorsed by celebrities and athletes through the curator program.

Fitness professionals, camp coordinators, coaches, and celebrity endorsers (“Sellers”) are incentivized to promote and sell the Company’s products through commissions on direct sales ranging from 10% to 20% of gross sales. The Company no longer employs a multi-level marketing approach, which allowed certain Sellers to earn commissions based upon sales completed by individuals they introduced to the Game Plan platform and products. The Company pays commissions on sales monthly and the overall structure is subject to change at any time.

After the initial subscription to one of the Company’s plans or products, consumers receive automatic monthly refills. Consumers can cancel their subscription at any time by contacting the Company. Customers may return the Company’s products within 45 days of purchase. However, the products must be in their original sealed container and must be in a condition allowing for resale upon receipt by the Company. Refunds will be issued after the Company receives the product and confirms its condition. The Company will provide return shipping labels.

The Company continues to focus on trainer recruitment through various avenues. For example, the Company intends to create and launch an online advertising campaign to target personal trainers through social media. The Company also seeks to bring attention to the brand by forming relationships with curators, or well-known athletes and celebrities that can promote Game Plan. The Company hopes that these curators’ fans and social media followers will draw new users to the Company’s website and products.

Liquidity and Capital Resources

As of June 30, 2014, the Company had cash in the amount of $41,428, as compared to $4,918 at December 31, 2013. Due to the FTC litigation involving a former officer and director, the Company had restricted cash in the amount of $59,749 at the end of the reporting period, as compared to $173,772 at December 31, 2013. The Company had a working deficit of $564,305 as of June 30, 2014. The Company’s working deficit increased when compared to the last fiscal year end. As of December 31, 2013, the Company had a working deficit of $156,678. The increase can be attributed to the increase in accounts payable and accrued liabilities to related parties.

The Company had a net loss of $644,368 for the six months ended June 30, 2014. Much of the Company’s cash needs were funded by proceeds from private placement subscriptions. For the six months ended June 30, 2014, the Company received $278,781 in cash from financing activities, as compared to $504,154 during the same period in 2013.

The Company used net cash of $351,400 in operating activities for the six months ended June 30, 2014. During the same period in 2013, the Company used net cash of $420,533. Considering the Company’s net cash used for operating activities for the six months ended June 30, 2014, the Company had a monthly cash requirement of approximately $58,567. The Company will need additional financing in order to continue with its business plan. There can be no guarantee that financing will be available. Even if available, there can be no assurances that the terms will be acceptable.

Obtaining additional financing will be subject to a number of factors including market conditions, investor acceptance of the Company’s business plan in the nutritional supplements space, market acceptance of the Company’s platform, the efficient functioning of the Company’s sales platform, and results of operations. These factors may make the timing, amount, terms, and conditions of additional financing unattractive or unavailable to the Company. If the Company cannot raise enough to fund its business plan, the Company will need to significantly reduce spending, slow, or delay planned activities. These actions would have a material adverse effect on the Company, its operating results, and its prospects.

Results of Operations for the Three Months Ended June 30, 2014 as Compared to the Three Months Ended June 30, 2013

In the three months ended June 30, 2014, the Company had sales in the amount of $53,861. The costs of those sales totaled $26,095. For the three months ended June 30, 2014, the Company had gross profits of $27,766. The Company did not have any sales in the three months ended June 30, 2013.

The Company incurred operating expenses in the amount of $393,983 for the three months ended June 30, 2014, as compared to $468,865 for the three months ended June 30, 2013 (a decrease of $74,882). The decrease can be attributed to the impairment of website recorded in the three months ended June 30, 2013, decrease in stock-based compensation, and computer and website expenses offset with the increase of general and administrative expenses and professional fees.

These operating expenses for the three months ended June 30, 2014 consisted of general and administrative in the amount of $163,619 (2013: $77,264), computer and website expenses in the amount of $5,382 (2013: $44,767), stock-based compensation in the amount of $1,125 (2013: $40,601), professional fees in the amount of $93,498 (2013: $42,954), and wages and payroll expenses in the amount of $130,359 (2013: $144,579).

Our net loss for the three months ended June 30, 2014 was $374,891, as compared to our net loss of $468,881 for the three months ended June 30, 2013.

The weighted average number of shares outstanding was 35,980,009 and 32,050,000 for the three months ended June 30, 2014 and 2013, respectively.

Results of Operations for the Six Months Ended June 30, 2014 as Compared to the Six Months Ended June 30, 2013

In the six months ended June 30, 2014, the Company had sales in the amount of $95,616. The costs of those sales totaled $43,737. For the six months ended June 30, 2014, the Company had gross profits of $51,879. The Company did not have any sales in the six months ended June 30, 2013.

The Company incurred operating expenses in the amount of $678,252 for the six months ended June 30, 2014, as compared to $594,847 for the six months ended June 30, 2013 (an increase of $83,405). The increase can be attributed a large increase in general and administrative expenses.

These operating expenses for the six months ended June 30, 2014 consisted of general and administrative in the amount of $293,860 (2013: $106,731), computer and website expenses in the amount of $14,972 (2013: $82,208), stock-based compensation in the amount of $1,125 (2013: $56,313), professional fees in the amount of $130,162 (2013: $80,187), and wages and payroll expenses in the amount of $238,133 (2013: $150,708).

Our net loss for the six months ended June 30, 2014 was $644,368, as compared to our net loss of $594,578 for the six months ended June 30, 2013.

The weighted average number of shares outstanding was 35,605,584 and 28,280,387 for the six months ended June 30, 2014 and 2013, respectively.

Off Balance Sheet Arrangements

As of June 30, 2014, there were no off balance sheet arrangements.

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Internal Control Over Financial Reporting.

Disclosure Controls and Procedures

Our management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that as of June 30, 2014, the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely discussions regarding required disclosure; due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure that our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, changes in stockholders’ equity and cash flows for the periods presented.

Management Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on our financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and reporting. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 5) or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the period covered by this report based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the results of management’s assessment and evaluation, our Principal Executive Officer and Principal Accounting Officer concluded that our internal control over financial reporting was not effective due to the material weaknesses described below.

During the assessment of internal control over financial reporting, management identified the following material weakness. There was inadequate control consciousness throughout the organization. Recording, processing, and reporting transactions and the attendant supporting documentation that impact financial statements was not done consistently and thoroughly throughout the reporting period. The Company and its management are taking steps to remedy this weakness by educating employees about the importance of organized record keeping and timely processing of material documentation.

Remediation of Material Weaknesses and Changes in Internal Control over Financial Reporting

To remediate the material weaknesses identified in our Annual Report filed on Form 10-K for the year ended December 31, 2013 and this Quarterly Report, we have taken the following additional steps or made the following changes:

In connection with the ineffective assessment of the Company’s internal control over financial reporting, management implemented additional controls to improve the effectiveness of the Company’s disclosure controls and procedures.

In connection with the reported inadequate recording and processing of information material to certain aspects of the accounting process, management has reiterated the Company’s current review and approval processes, to insure that all accounting reconciliations, journal entries and complex transactions are reviewed and approved.

A third party bookkeeping service was engaged to help the Company organize and manage its financial information on an ongoing basis.

Management is incorporating a more detailed inventory management system to account for all inventory items and raw materials coming in and out of the Company’s possession in a manner that will better allow for more accurate and timely tracking of asset acquisitions and dispositions.

Management is incorporating a third party invoice management and approval system to ensure the Company is accurately processing invoices and tracking obligations, and all payments are approved before sent.

Management is also overseeing the construction of a more detailed sales tracking system.

In connection with the assessment of the Company’s internal control over financial reporting for the quarter ended June 30, 2014, the Company reviewed sales tracking, inventory management, and communication within the organization on matters that impact financial reporting to insure greater accuracy regarding the timing of transactions. While the Company has taken steps to address these weaknesses, the weaknesses remain and will not be considered effectively remediated until additional improvements to the operating of our internal control over financial reporting are in place for a sufficient period of time and tested.

Inherent Limitations on the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not currently a named party to any legal proceedings. However, certain Company funds and stock are involved in Andrew Bachman’s litigation with the FTC. As a result of the litigation, 14,703,579 shares of the Company’s common stock owned by Andrew Bachman and a family member were frozen and unable to be sold. A court-appointed receiver for the FTC asserted claims to these shares, as it was alleged that they were acquired with monies Mr. Bachman earned while he worked at Tatto, Inc. Additionally, when the lawsuit was filed in December 2013, the Company’s bank accounts and credit cards were frozen on account of Mr. Bachman’s connection with, control over, and investments in the Company. By a Court order dated December 19, 2013, all of the Company’s cash, except for approximately $59,743, was released from the asset freeze. In a letter dated June 23, 2014, the Company agreed to contribute the previously frozen $59,733 to Andrew Bachman’s father’s acquisition of 12,203,579 shares of common stock previously owned by Andrew Bachman.

Please review the Subsequent Events section of this Form 10-Q for the most recent information on the FTC litigation and its impact on the Company.

Item 1a. Risk Factors.

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds.

On April 11, 2014, the Company agreed to sell a total of 1,200,000 shares of its common stock to three separate accredited investors in separate transactions. The Company received a total of $120,000 as a result of these three sales. The offers and sales of these shares were exempt from registration pursuant to Rule 506 of Regulation D, as promulgated under the Securities Act of 1933.

On or around April 14, 2014, the Company received $3,500 from one accredited investor pursuant to a subscription for shares of common stock at $0.11 per share. Although not yet issued by the Company, the investor will receive a total of 31,818 shares of common stock for this subscription. The offer and sale of these shares were exempt from registration under Rule 506 of Regulation D, as promulgated under the Securities Act of 1933.

On April 16, 2014, the Company agreed to sell a total of 415,000 shares of its common stock to two separate accredited investors in separate transactions. The Company received a total of $41,500 as a result of the two sales. The offers and sales of these shares were exempt from registration pursuant to Rule 506 of Regulation D, as promulgated under the Securities Act of 1933.

On April 22, 2014, the Company agreed to sell a total of 262,728 shares of its common stock to four separate accredited investors in separate transactions. The Company received a total of $27,900 as result of the sales. The sales were accomplished at per share prices ranging from $0.10 to $0.11. The offers and sales of these shares were exempt from registration pursuant to Rule 506 of Regulation D, as promulgated under the Securities Act of 1933.

During the year ended December 31, 2013, the Company recorded a stock payable of 20,000 shares fair valued in the amount of $13,800 for compensation owed under a Sponsorship Agreement dated July 14, 2013. The Company’s Board of Directors authorized this issuance during 2013 after the individual in question provided the consideration, but the shares were not issued by the Company until the three months ended June 30, 2014. The offer and sale of these securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.

On or around April 29, 2014, the Company issued a total of 70,000 shares of common stock between two stockholders. The Company did not receive cash consideration in exchange for these shares. Although no litigation was initiated or threatened, the Company issued these shares in an effort to resolve certain matters outstanding between the parties. The offers and sales of these shares were exempt from registration pursuant to Rule 506 of Regulation D, as promulgated under the Securities Act of 1933.

On May 23, 2014, the Company entered into an Endorsement Agreement with a professional athlete that provided for the following equity compensation: (a) 7,500 shares of common stock upon execution of the Endorsement Agreement; (b) 12,500 stock grant on the first anniversary of the Endorsement Agreement; (c) an option to purchase 5,000 shares of common stock to be granted on the first anniversary of the Endorsement Agreement; and (d) an option to purchase 10,000 shares of the Company’s common stock. The Company did not get cash consideration in this transaction. The Company has not yet issued the shares to this endorser. The offer and sale of these shares was exempt from registration pursuant to Rule 506 of Regulation D, as promulgated under the Securities Act of 1933.

Between June 5 and June 26, 2014, the Company received subscriptions for a total of 166,665 shares of the Company’s common stock from four accredited investors. The Company received $0.15 per share in these subscriptions for a total of $25,000. The Company has not yet issued these shares. The offers and sales of these securities were exempt from registration pursuant to Rule 506 of Regulation D, as promulgated under the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information.

Item 6. Exhibits.


Number	Exhibit
10.1	Executive Employment Agreement between James Dingman and Game Plan Holdings, Inc.(1)
10.2	Employment Agreement with Zach Allia and Game Plan Holdings, Inc.(1)
10.3	Employment Agreement with Brett Maloley and Game Plan Holdings, Inc.(1)
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1) Incorporated by reference to the Company’s Form 10-K for the year ended 2013 filed on July 10, 2014

SIGNATURES

Pursuant to the requirements 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.


	GAME PLAN HOLDINGS, INC.

Date: August 18, 2014	By:	/s/ Jamie Dingman
		Chief Executive Officer

Game Plan Holdings, Inc. 10-Q