10Q

10-Q 1 gplh_10q.htm QUARTERLY REPORT 10Q

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, 2013

[ ] 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.)

80 Broad Street, PH 1502, Boston, MA 02110

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (617) 209-9633

_______________________________________

(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 [X] No [ ]

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 [ ] (Do not check if a smaller reporting company)		Smaller reporting company [X]

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	32,970,000	August 12, 2013


		PAGE
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Balance Sheets as of June 30, 2013 and December 31, 2012 (unaudited)	4

	Statements of Operations for the three and six month periods ended June 30, 2013 and 2012 and the period from inception (March 25, 1999) through June 30, 2013 (unaudited)	5

	Statements of Cash Flows for the six month periods ended June 30, 2013 and 2012 and the period from inception (March 25, 1999) through June 30, 2013 (unaudited)	6

	Notes to Financial Statements (unaudited)	7

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II.	OTHER INFORMATION	26

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

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,
		2013		2012
ASSETS

Current assets
	Cash	$	83,989	$	3,453
	Marketable securities		3,333		1,315
	Prepaids		107,013		-
	Other current assets		638		-

	Total current assets		194,973		4,768


Property and equipment, net			5,055		3,141

Intangible assets
	Intellectual property		46,513		-
	Website, net		-		137,480
			46,513		137,480
Other assets
	Security deposit		8,392		2,300

Total assets		$	254,933	$	147,689

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
	Accounts payable and accrued liabilities	$	127,354	$	35,907
	Due to related parties		7,969		72,267
	Note payable		18,830		-
	Deferred charges		998		-

	Total current liabilities		155,151		108,174

Stockholders' equity

	Common stock, authorized
	100,000,000 shares, par value $0.001, 32,050,000 and 15,050,000 issued and outstanding, respectively		32,050		15,050
	Additional paid-in capital		2,608,298		1,929,972
	Common stock payable		30,000		72,500
	Accumulated other comprehensive gain		3,577		1,558
	Deficit accumulated during the development stage		(2,574,143)		(1,979,565)

	Total stockholders' equity		99,782		39,515

Total liabilities and stockholders' equity		$	254,933	$	147,689

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)


		Three Months Ended	Three Months Ended	Six Months Ended	Six Months Ended	From inception (March 25, 1999) through
		June 30,	June 30,	June 30,	June 30,	June, 30
		2013	2012	2013	2012	2013

Revenue		$ -	$ -	$ -	$ -	$ 6,608

Operating expenses:
	General and administrative	77,264	30,363	106,731	62,149	704,789
	Computer and website expenses	44,767	1,867	82,208	3,616	191,606
	Impairment of website	118,700	34,985	118,700	34,985	136,240
	Stock-based compensation	40,601	-	56,313	-	446,692
	Professional fees	42,954	69,231	80,187	130,084	479,570
	Wages and payroll expenses	144,579	16,500	150,708	393,500	675,148

	Total operating expenses	468,865	152,946	594,847	624,334	2,634,045

Other income (expenses):
	Other income	-	-	-	-	703
	Gain on sale of marketable securities	-	-	-	-	61,718
	Loss on impairment of marketable securities	-	-	-	-	(36,820)
	Interest income	-	-	285	4	27,978
	Foreign currency transaction loss	-	-	-	-	(5)
	Interest expense	(16)	(77)	(16)	(77)	(280)

	Total other income	(16)	(77)	269	(73)	53,294

Net loss		$(468,881)	$(153,023)	$(594,578)	$(624,407)	$(2,574,143)

Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustments	-	-	-	-	1,558
	Unrealized gain (loss) on marketable securities	(4,989)	(1,333)	2,019	15	2,019

Other comprehensive income		(4,989)	(1,333)	2,019	15	3,577

Comprehensive loss		$(473,870)	$(154,356)	$(592,559)	$(624,392)	$(2,570,566)


	Basic loss per common share	$ (0.02)	$ (0.01)	$ (0.02)	$ (0.04)

	Weighted average
	number of shares outstanding - basic	32,050,000	15,050,000	28,280,387	15,050,000

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

Game Plan Holdings, Inc.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)


						From inception
						(March 25, 1999)
		Six Months Ended				through
		June 30,		June 30,		June 30,
		2013		2012		2013

Operating activities
	Net loss	$	(594,578)	$	(624,407)	$	(2,574,143)
	Adjustments to reconcile net loss to net cash used
	in operating activities:
	Depreciation and amortization		19,952		38,363		141,424
	Gain on sale of marketable securities		-		-		(61,718)
	Impairment of marketable securities		-		-		36,819
	Impairment of website		118,700		34,985		136,240
	Stock-based compensation		56,313		420,178		835,633
	Changes in operating assets and liabilities
	(Increase) decrease in prepaids		(107,013)		31,703		(3,367)
	Increase in other current assets		(638)		-		(638)
	Decrease in related party receivable		-		-		2,450
	Increase in other assets		(6,092)		-		(6,092)
	Increase in other receivable		-		-		(5,800)
	Increase in accrued interest on note payable		378		-		378
	Increase in deferred charges		998		-		998
	Increase in accounts payable and accrued liabilities		91,447		15,201		163,237

Net cash used in operating activities			(420,533)		(83,977)		(1,334,579)

Investing activities
	Change in other investments		-		-		(2,450)
	Purchases of marketable securities		-		-		(197,140)
	Sales of marketable securities		-		-		221,874
	Purchase of intangible assets		-		-		(34,500)
	Purchase of fixed assets		(3,085)		-		(19,718)

Net cash used in investing activities			(3,085)		-		(31,934)

Financing activities
	Proceeds from note payable		24,012		-		24,012
	Payment to note payable		(5,560)		-		(5,560)
	Proceeds from related parties		49,500		52,211		140,267
	Payments on related parties advances		(113,798)		(62)		(132,298)
	Proceeds from sale of common stock		550,000		-		1,423,673

Cash provided by financing activities			504,154		52,149		1,450,094

Net increase (decrease) in cash			80,536		(31,828)		83,581
	Effect of foreign currency translation adjustment		-		-		408
Cash, beginning of period			3,453		43,521		-


Cash, end of period		$	83,989	$	11,693	$	83,989

Supplemental disclosure of cash flow information:
	Interest paid	$	-	$	77	$	139
	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 operated a social networking website, www.Hazzsports.com (“Hazzsports.com”). Hazzsports.com was an online social networking website that offered an interactive resource for sports enthusiasts. The Company has shifted its focus from social media websites to nutritional supplements. 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 rather, certain shareholders of Game Plan USA exchange their previously issued shares 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. During the second quarter, 2013, management determined that the website could not be used and as of the June 30, 2013 has been shut down.

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 Sportingblood, there were a total of 26,050,000 shares of common stock outstanding. Additionally, in a separate transaction, Andrew Bachman, owner of Sportingblood, 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.

Proceeding forward, the Company intends to minimize or eliminate its efforts in the social media website spaces and focus on its entry into the nutritional supplements industry with its Game Plan Nutrition line of nutritional supplements, which utilize the Sportingblood IP. The products are specially formulated to be NSF Certified to ensure they do not include banned substances for athletes. The Company presently is focusing upon a three pronged approach to implement its proposed business plan: (i) development of extensive nutritional and vitamin supplement line of products; (ii) number of alternative distribution strategies focusing upon empowering individual fitness industry professionals, such as personal trainers; (iii) construction of proprietary software systems providing the Company with an extensive social networking and internet based marketing strategy.

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 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 recognizes revenue only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the related fee is reasonably assured.

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 sheet as of June 30, 2013 and December 31, 2012 as follows:


	Fair Value Measurements as of June 30, 2013 Using:
		Total Carrying Value as of		Quoted Market Prices in Active Markets		Significant Other Observable Inputs			Significant Unobservable Inputs
		6/30/13		(Level 1)		(Level 2)			(Level 3)
Assets:
Equity securities	$	3,333	$	3,333	$	-		$	-
Total	$	3,333	$	3,333	$	-		$	-

	Fair Value Measurements as of December 31, 2012 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	$	1,315	$	1,315	$		-	$	-
Total	$	1,315	$	1,315	$		-	$	-

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:


		Estimated
Description		Life
Computers		5 years
Software		3 years
Office Furniture		7 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, cash equivalents, and marketable 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

We test intangibles and long-lived asset groups 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.

Reclassifications

Computer and website expense of $36,000 were reclassified from professional fees to computer and website in the statement of operations to conform to the current presentation. The reclassification had no effect on previously reported total operating expenses, results of operations, or retained earnings.

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 Canaccord and MorganStanley SmithBarney (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 August 12, 2013 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 no established source of revenue 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 $2,574,143 for the period from inception (March 25, 1999) to June 30, 2013. 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. MARKETABLE SECURITIES AND INVESTMENTS

Marketable securities held by Canaccord and MorganStanley SmithBarney (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.

During the year ended December 31, 2012, the Company recorded an impairment charge of $27,895 regarding its investment in marketable securities because, based on management’s evaluation of the circumstances, management believed that the decline in fair value below the cost of certain of the Company’s marketable securities was not temporary.

Included in “Loss on impairment of marketable securities” in the statements of operations are $-0- and $-0- impairments for the three and six months ended June 30, 2013 and 2012. The Company recorded $4,988 of other comprehensive loss during the three months ended June 30, 2013 and $1,333 of other comprehensive loss during the three months ended June 30, 2012, net of tax effect, on these investments.

The following is a summary of available-for-sale marketable securities as of June 30, 2013 and December 31, 2012:


	June 30, 2013
		Cost		Unrealized Gain			Unrealized (Losses)		Market or Fair Value
Equity securities	$	1,315	$	2,018		$	-	$	3,333
Total	$	1,315	$	2,018		$	-	$	3,333

	December 31, 2012
		Cost		Realized Gain			Realized (Losses)		Market or Fair Value
Equity securities	$	29,210	$	-	$		(27,895)	$	1,315
Total	$	29,210	$	-	$		(27,895)	$	1,315

The following is a summary of unrealized gains and losses as presented in Other Comprehensive Income as of June 30, 2013 and 2012:


	June 30, 2013
				Unrealized		Unrealized		Other
		Unrealized		(Losses)		(Losses)		Comprehensive
Description		Gains		Short Term		Long Term		Income (Loss)
Equity Securities	$	1	$	-	$	(4,990)	$	(4,989)
Total	$	1	$	-	$	(4,990)	$	(4,989)

	June 30, 2012
				Unrealized		Unrealized		Other
		Unrealized		(Losses)		(Losses)		Comprehensive
Description		Gains		Short Term		Long Term		Income (Loss)
Equity Securities	$	320	$	-	$	(305)	$	15
Total	$	320	$	-	$	(305)	$	15

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 5. PROPERTY AND EQUIPMENT


	June 30,	December 31,
	2013	2012

Computers	$ 13,355	$ 12,713
Furniture & fixtures	3,472	3,472
Software	449	449
Security systems	1,596	?
Trade show equipment	847	?
Accumulated depreciation	(14,664)	(13,493)

Property and equipment, net	$ 5,055	$ 3,141

Depreciation expense was $1,171 and $1,055 for the six months ended June 30, 2013 and 2012, respectively; and $586 and $469 for the three months ended June 30, 2013 and 2012, respectively.

NOTE 6. WEBSITE

The Company acquired and launched the website www.checkinsave.com in 2011. The Company purchased the website for 500,000 shares of restricted stock valued at $210,000 ($0.42 per share) and issued 50,000 shares of common stock valued at $18,500 ($0.37 per share) as a referral fee. The website is amortized over an estimated useful life of 3 years.

During the three months ended June 30, 2013, management determined that the website could not be used and was shut down. The Company wrote off the unamortized cost of the website and incurred a loss from website impairment of $118,700.

The following is a summary of website at:


	June 30, 2013		December 31, 2012
Website (CheckinSave.com)	$	228,500	$	228,500
Accumulated depreciation		(109,800)		(91,020)
Impairment of website		(118,700)		--
Website, net	$	--	$	137,480

Amortization expense was $18,781 prior to the write off for the six months ended June 30, 2013 and $37,308 for the six months ended June 30, 2012. Amortization expense was $0 and $18,654 for the three months ended June 30, 2013 and 2012.

Management is currently constructing a new website that it intends to have operational during the third quarter of 2013.

NOTE 7. 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 8. NOTES PAYABLE

On April 10, 2013, the Company entered into a financing agreement for $24,012 to secure insurance. The note bears 10% interest per annum and monthly payment of $2,780 for a nine month period starting with first payment on May 10, 2013. As of June 30, 2013, the amount due on the agreement was $18,830, which includes accrued interest totaling $378.

NOTE 9. RELATED PARTY TRANSACTIONS

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

During the six months ended June 30, 2013 and 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 three months ended June 30 2013, the Company borrowed $4,500 from its former Chief Financial Officer.

During the three months ended June 30, 2013, the Company’s current Chief Executive Officer and controlling shareholder, Andrew Bachman, borrowed $41,531 from the Company and advanced $45,000 to the Company. The $41,351 borrowed from the Company has been repaid back by Andrew Bachman during July 2013. The Company has $7,969 and $-0- of due to related parties as of June 30, 2013 and December 31, 2012, respectively.

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 10. STOCKHOLDERS’ EQUITY

The stockholders’ equity of the Company comprises the following classes of capital stock as of June, 2013 and December 31, 2012:

Common stock, par value of $0.001 per share; 100,000,000 shares authorized; 32,050,000 and 15,050,000 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively.

On February 7, 2013, the Company entered into an intellectual property purchase agreement (the “IP Agreement”) with Sportingblood for the acquisition of all rights, title and interest in the Sporting Blood trademark and certain product formulations (the “Intellectual Property”) in exchange for issuing 11,000,000 shares of common stock to Sportingblood.

On February 13, 2013, the Company issued 100,000 units for a cash payment of $10,000. Each Unit consists of one share of the Company’s common stock and one purchase warrant. Each warrant entitles the holder to purchase one additional 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.

On February 14, 2013, the Company issued 3,500,000 units valued at $350,000 for a cash payment of $300,000 and $50,000 cash payment received prior to December 31, 2012. Each Unit consists of one share of the Company’s common stock and one purchase warrant. Each warrant entitles the holder to purchase one additional 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.

On February 21, 2013, the Company issued 100,000 units for a cash payment of $10,000. Each Unit consists of one share of the Company’s common stock and one purchase warrant. Each warrant entitles the holder to purchase one additional 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.

On February 25, 2013, the Company issued 2,300,000 units for a cash payment of $230,000. Each Unit consists of one share of the Company’s common stock and one purchase warrant. Each warrant entitles the holder to purchase one additional 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.

During the six months ended June 30, 2013, the Company recorded a stock payable in the amount of $7,500 for compensation to the Company’s former Chief Financial Officer. During the year ended December 31, 2012, the Company recorded a stock payable in the amount of $22,500. As of June 30, 2013, $30,000 has been recorded as stock payable to the former Chief Financial Officer.

NOTE 11. STOCK OPTIONS

On December 22, 2008, the Company granted 600,000 fully vested stock options to certain officers of the Company at $0.50 per share for terms of two years. The two year terms commence on the start date when the common stock of the Company begins trading on the Over the Counter Bulletin Board. The total fair value of these options at the date of grant was estimated to be $305,940 and was determined using the Black-Scholes option pricing model with an expected life of 4 years, a risk free interest rate of 1.40%, a dividend yield of 0% and expected volatility of 82.29% and was recorded as a stock based compensation expense in 2008. As of June 30, 2013, all options have been expired.

On September 13, 2011, the Company granted a total of 200,000 stock options to consultants of the Company at $0.50 per option for a term of 2 years. Upon each anniversary of the agreement, a total of 100,000 options will become vested and available for purchase by the Consultants. The total fair value of these options at the date of grant was estimated at $10,955 and determined using the Black-Scholes option pricing model with the following assumptions; a term of 2 years, a risk free interest rate of 0.25%, a dividend yield of 0%, and an expected volatility of 66.59%. The estimated incremental fair value of these options of $1,870 was recorded as a stock based compensation expense in fiscal 2011.

On February 24, 2012, the Company granted a total of 4,000,000 stock options as part of an executive compensation agreement with the Company’s new president at $0.30 per option for a term of one year. The options were not issued as part of the Company’s 2008 Stock Option Plan. The one year term commenced on the date the option agreement was executed. The total fair value of these options at the grant date was estimated to be $368,000 and was determined using the Black- Scholes option pricing model with an expected life of one year, a risk free interest rate of 0.33%, a dividend yield of 0%, and expected volatility of 67.05% and was recorded as stock based compensation for the period ended March 31, 2012.

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 for an exercise price of $0.25 per share. Options must be exercised within 3 years from the last vesting date of the Option. In the event the Company commences an Initial Public Offering or the sale of substantially all of its assets or the sale of at least 75% of the common stock in a single transaction, then 100% of the remaining unexercised Options will immediately vest and become exercisable by the optionee. In the event an optionee ceases to be employed by or to provide services to the Company for reasons other than cause, any Stock Option that is vested and held by such optionee may be exercisable within up to thirty days after the effective date that his position ceases. No Stock Option granted under the Stock Option Plan is transferable. Any Stock Option held by an optionee at the time of his death may be exercised by his estate within one year of his death or such longer period as the Board of Directors may determine.

On March 15, 2013, the Company granted a total of 600,000 stock options as part of several employee compensation agreements to acquire common shares at $0.25 for a term of three years. The options were issued as part of the Company’s Stock Option Plan ratified in February 2013. The options vest at a rate of 50% per year on the anniversary date of the agreements. The total fair value of these options at the grant date was estimated to be $142,380 and was determined using the Black- Scholes option pricing model with an expected life of five years, a risk free interest rate of 0.84%, a dividend yield of 0%, and expected volatility of 129% and was recorded as stock based compensation of $16,508 for the three months ended June 30, 2013.

On May 9, 2013, the Company granted a total of 500,000 stock options as part of an employee compensation agreement to acquire common shares at $0.25 for a term of three years. The options were issued as part of the Company’s Stock Option Plan ratified in February 2013. The options vest at a rate of 33.33% each six months beginning six months after the grant date. The total fair value of these options at the grant date was estimated to be $157,750 and was determined using the Black- Scholes option pricing model with an expected life of four and one half years, a risk free interest rate of 0.84%, a dividend yield of 0%, and expected volatility of 135% and was recorded as stock based compensation of $24,093 for the three months ended June 30, 2013.

The Company’s stock option activity for the six months ended June 30, 2013 is summarized as follows:


	Number of Options	Weighted average exercise Price per share	Weighted average remaining contractual life (in years)
Balance, December 31, 2012	4,800,000	$ 0.33	1.17
Granted	1,100,000	0.25	4.55
Exercised	-	-	-
Expired / cancelled	4,600,000	0.33	-
Balance, June 30, 2013	1,300,000	$ 0.26	3.38

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 June 30, 2013, no warrants have been exercised.

During the six months ended June 30, 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. As of June 30, 2013, no warrants have been exercised.


	Number of Warrants	Weighted average exercise Price per share	Weighted average remaining contractual life (in years)
Balance, December 31, 2012	300,000	$ 0.45	1.25
Granted	6,000,000	0.25	3.00
Exercised	-	-	-
Expired / cancelled	-	-	-
Balance, June 30, 2013	6,300,000	$ 0.26	2.42

NOTE 12. OPERATING LEASES

The Company had a lease for its office rent. The payment was $2,000 per month through March 31, 2013. A new lease for warehouse space was entered into 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 for the new lease include base rent of $1,812 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 ending June 30, 2013 and 2012 was $8,473 and $12,000, respectively.

The aggregate minimum annual lease payments under operating lease, including amounts characterized as deemed landlord financing payments are as follows:


YEARS	MONTHLY BASIC RENT	ANNUAL BASIC RENT
2013	$ 1,813	$ 10,878
2014	1,813	21,750
2015	1,813	21,750
2016	1,813	10,875
Total minimum lease payments		$ 62,253

NOTE 13. SUBSEQUENT EVENT

Beginning on July 30, 2013 and through August 12, 2013, the Company received documentation and/or funds for the exercise of warrants to purchase 2,220,000 shares of the Company’s common stock at $0.25. The Company received $555,000 pursuant to these exercises. As of August 12, 2013, only 920,000 shares underlying the 2,220,000 warrants have been issued.

On August 1, 2013, the Company accelerated the vesting schedule in two employee Stock Option Agreements so that 300,000 options to purchase shares of the Company’s common stock at $0.25 became exercisable immediately. As of August 12, 2013, the options to purchase 300,000 shares of the Company’s common stock were exercised. An Option Exercise Form has been delivered to the Company, but the underlying shares have not yet been issued. The Company received $75,000 pursuant to the exercise.

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, include 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, 2012.

Organizational History

On March 25, 1999, Game Plan Holdings, Inc. (the “Company,” “we,” “our” or “us”) was incorporated in the state of Nevada. On December 2, 2002, we issued 200,000 shares of common stock to Lawrence Horwitz and Eric Schmidt, the two “Initial Founders” of the Company. Each of the two Initial Founders received 100,000 shares each in consideration of their initial capital. We 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. This offering was exempt from registration under Rule 504 of the Securities Act of 1933 as it involved the sale of founder’s shares, with a value of substantially less than $1 million.

On December 19, 2007, we increased our number of authorized common stock to 100,000,000 shares of common stock, $.001 par value. We also authorized and implemented a one hundred and ten for one forward split of its common stock.

On December 31, 2007, together with our shareholders, we entered into a Reorganization Agreement with Game Plan Holdings, a Canadian corporation (“Game Plan Canada”) and its shareholders (the “Game Plan Canada Shareholders”). Pursuant to the Reorganization Agreement, the final distribution of our common stock was as follows: (a) 8,000,000 shares of common stock to Christina Mabanta-Hazzard; (b) 2,148,000 shares of common stock to Charles Hazzard; (c) 332,000 shares in the names of the various shareholders; and (d) 3,070,000 shares in the names of the Game Plan Canada Shareholders.

During 2008 we raised $387,500 from four accredited investors, all domiciled in the United States. This offering was exempt from registration under Rule 506 of the Securities Act of 1933 as it was exclusively to accredited investors. In addition, Game Plan Canada raised $121,462 in 2007 exclusively from investors domiciled in Canada. This financial raise was exempt from the registration under Regulation S of the Securities Act of 1933, as it involved an issuer formed under the laws of Canada, an issuer operating exclusively in the country of Canada and making offers and sales exclusively to individuals residing in Canada. This offering would also comply with Rule 504 of the Securities Act of 1933 as it was for less than $1 million and involved less than 35 non-accredited investors.

On September 13, 2011, we 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, we acquired the website www.checkinsave.com (“CheckinSave”), a social networking website whereby users check in to locations via a mobile application or using the website. Users accrue points for their check-ins as well as check-ins of their connections through the site that can be redeemed for coupons for discounts and deals at various registered venues. In connection with the acquisition of CheckinSave, we entered into consulting agreements with CheckinSave founders Jordan Brill and Matthew Housser to assist with the continued development, launch and marketing of the CheckinSave website and concept. The site launched on September 15, 2011. We did not issue the stock in connection with the Asset Purchase Agreement until October 21, 2011, which is when the acquisition closed. As of June 30, 2013, management determined that the website could not be used and it was shut down. The Company wrote off the unamortized cost of the website and incurred a loss from website impairment of $118,700.

On April 1, 2012, the Company’s president, Mr. Hazzard, formally resigned from this position. The Company entered into an executive agreement with Mr. Andrew Bachman, whereby Mr. Bachman assumed the role of President. Mr. Hazzard continued to act as the CEO for the Company until his resignation on March 1, 2013. Mr. Hazzard was subsequently appointed as Executive Vice President of the Company. Mr. Bachman accepted appointment as Chief Executive Officer and Chairman of the Board of Directors of the Company on March 1, 2013. Additionally, on March 1, 2013, Christina Hazzard and Ronald Smith resigned from the Board of Directors of the Company, and James Dingman accepted appointment to the Board of Directors. The Company’s Chief Financial Officer, Ms. Hazzard, resigned as Chief Financial Officer on April 9, 2013. Mr. Bachman was elected to serve as the Company’s Chief Financial Officer.

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 rights, title and interests in the Sportingblood trademark and certain product formulations (the “Intellectual Property”). Pursuant to the IP Agreement, the Company issued 11,000,000 shares of common stock to Sportingblood.

Sportingblood is a vitamin and nutritional supplements company. Sportingblood’s mission is to provide safe, reliable products that have been tested for integrity and quality. Sportingblood has partnered with NSF International to undergo their stringent NSF Certified for Sport Certification Program. This certification is designed to minimize the risk that a dietary supplement contains banned substances or contaminants. The Company believes this industry is growing and that it is better suited to the strengths of company management. The Company intends to focus exclusively on the nutritional supplement business proceeding forward and to minimize or eliminate its social networking business.

Between February 13 and February 25, 2013, the Company issued 6,000,000 units for cash payments totaling $600,000. Each unit consisted of one share of the Company’s common stock and one purchase warrant. Each warrant entitles the holder to purchase one additional 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. This offering was exempt from registration under Rule 506 of the Securities Act of 1933.

On June 9, 2013, the Company launched its Game Plan Nutrition line of nutritional supplements that utilize the intellectual property acquired from Sportingblood. The Company plans to distribute these supplements through a network of affiliate fitness professionals using online mobile tools.

Operational History

We previously owned and operated three internet web sites, Hazzsports.com, Totalscout.com, and CheckinSave.com. Hazzsports.com was an online social networking website offering an interactive resource for sports enthusiasts. Totalscout.com provided college baseball coaches with an easier and more efficient way to create and request scouting reports on opposing teams through an online standardized reporting tool. CheckinSave.com, was a social networking website whereby users check in at locations such as restaurants, bars or theaters via our website and accrue points for their check-ins. The user accrued points when his or her “friends” on the website check-in to locations. These points were then redeemable for coupons and discounts at various registered venues. Management determined that the three websites could not be used and they were shut down.

Proceeding forward, the Company intends to focus upon its entry into the nutritional supplements industry with the Game Plan Nutrition line of products, which it plans to distribute through a network of affiliate fitness professionals using online mobile tools. The online tools will allow the affiliate fitness professionals to coordinate fitness goals with Game Plan Nutrition products. The Company, as result of the IP Agreement with Sportingblood, has eight high-quality nutritional supplement products that have been developed for health enthusiasts and athletes. These include Whey, Pump, Recovery, Focus Food, Life Rx, T-Jack Rx, Shred Rx and Sizzle Rx.

The Company sought out the expertise of some of the industry’s most renowned nutritionists and trainers to help develop the products. The Company has partnered with NSF International, a global public health organization specializing in standards development, product certification, testing and auditing, to undergo its nutritional supplement certification, NSF for Sport. This certification ensures that the Company’s products are free of adulteration, contaminants and banned substances. Leading sporting 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.

Plan of Operations

The Company will continue to implement its aggressive strategy to penetrate the consumer market in the nutritional supplement industry. The Company’s technology is now in beta phase and it plans to hire a full time sales force to build a distribution network. Sales will focus on building relationships with individuals and entities that own multiple gym units. The Company plans to introduce the Game Plan Nutrition technology and supplements to the training professionals operating out of these gyms who will then sell the products directly to consumers. The Company also has a strong group of industry experts, doctors, and leading minds in the nutrition space poised to serve on a board of advisors.

Off Balance Sheet Arrangements

As of June 30, 2013, there were no off balance sheet arrangements.

Results of Operations for the Three Months Ended June 30, 2013 as Compared to Three Months Ended June 30, 2012

Our revenues from March 25, 1999 (year of inception) to June 30, 2013 were minimal. We do not anticipate earning revenues until such time as we enter into the final development and sales/distribution stages of our nutritional supplement products.

We incurred operating expenses in the amount of $468,865 for the three months ended June 30, 2013 as compared to $152,946 for the three months ended June 30, 2012 (an increase of $315,919). The increase can be attributed to wages and payroll expenses, computer and website expenses, impairment of website, and stock-based compensation.

These operating expenses for the three months ended June 30, 2013 consisted of general and administrative expenses in the amount of $77,264 (2012: $30,363), computer and website expenses in the amount of $44,767 (2012: $1,867), impairment of website in the amount of $118,700 (2012: $34,985), stock-based compensation in the amount of $40,601 (2012: $0), professional fees in the amount of $42,954 (2012: $69,231), and wages and payroll expenses in the amount of $144,579 (2012: $16,500).

Our net loss for the three months ended June 30, 2013 was $468,881 as compared to our net loss of $153,023 for the three months ended June 30, 2012. During the three month periods ended June 30, 2013 and 2012 we generated no revenue.

The weighted average number of shares outstanding was 32,050,000 and 15,050,000 for the three months ended June 30, 2013 and 2012, respectively.

Results of Operations for the Six Months Ended June 30, 2013 as Compared to Six Months Ended June 30, 2012

We incurred operating expenses in the amount of $594,847 for the six months ended June 30, 2013 as compared to $624,334 for the six months ended June 30, 2012 (a decrease of $29,487). The decrease in operating expenses is largely attributable to a $242,792 decrease in wages and payroll expenses. It should be noted that general and administrative expenses, computer and website expenses, and stock-based compensation increased for the six months ended June 30, 2013 as compared to the six months ended June 30, 2012.

These operating expenses for the six months ended June 30, 2013 consisted of general and administrative expenses in the amount of $106,731 (2012: $62,149), computer and website expenses in the amount of $82,208 (2012: $3,616), impairment of website in the amount of $118,700 (2012: $34,985), stock-based compensation in the amount of $56,313 (2012: $0), professional fees in the amount of $80,187 (2012: $130,084), and wages and payroll expenses in the amount of $150,708 (2012: $393,500).

Our net loss for the six months ended June 30, 2013 was $594,578 as compared to our net loss of $624,407 for the six months ended June 30, 2012. During the six month periods ended June 30, 2013 and 2012 we generated no revenue.

The weighted average number of shares outstanding was 28,280,387 and 15,050,000 for the six months ended June 30, 2013 and 2012, respectively.

Liquidity and Capital Resources

As of June 30, 2013, we had cash of $83,989, as compared to $3,453 as of December 31, 2012. As of June 30, 2013, we had working capital of $39,822, as compared to working deficit of $103,406 as of December 31, 2012.

We have not attained profitable operations and are dependent upon obtaining financing to pursue activities beyond those planned for the current fiscal year. For these reasons, our auditors stated in their report for the year ended December 31, 2012 that they have substantial doubt we will be able to continue as a going concern. We do believe that our present operating capital position is sufficient to finance our operations for at least the next 12 months. We base this conclusion on our historical cash needs and while we anticipate that our cash needs may increase slightly in the next 12 months, we believe that our present operating capital will be sufficient to finance our operations. In the event we are unable to generate revenues sufficient to finance our operations then we will eventually be required to seek additional outside capital. In the event we are unable to secure such financing, our company may cease operations and we eventually may be forced to disband our business operations.

We anticipate that as we shift our business plan and operations to the development, marketing, distribution and sale of nutritional products, our expenditures will increase per calendar quarter.

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, 2013, 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.

Our financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”). 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.

Remediation of Material Weaknesses Found in our Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2013 and Material Weaknesses found in our Annual Report on Form 10-K for the Year Ended December 31, 2012

To remediate the material weaknesses identified in our Annual Report filed on Form 10-K for the year ended December 31, 2012 and our Quarterly Report for the quarter ended June 30, 2013, we have taken the following additional steps:

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 review and approval of 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 on a timely basis.

In connection with the assessment of the Company’s internal control over financial reporting for the quarter ended June 30, 2013, the Company looked more closely at the 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.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to any legal proceedings. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

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 May 9, 2013, the Company issued to its Manager of Operations options to purchase 500,000 shares of the Company’s common stock as a form of compensation. The options, which were issued under the approved 2013 Stock Option Plan, have an exercise price of $0.25 per share and expire on November 9, 2017. The options vest over the first eighteen months at a rate of one third every six months.

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

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information.

On April 4, 2013, the Company’s Chief Financial Officer, Christina Hazzard, resigned as Chief Financial Officer. Andrew Bachman was elected to serve as the Company’s Chief Financial Officer for the Company.

Item 6. Exhibits.


Number	Exhibit

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

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 15, 2013	By:	/s/ Andrew Bachman
		Andrew Bachman, Chief Executive Officer

Date: August 15, 2013	By:	/s/ Andrew Bachman
		Andrew Bachman, Chief Financial and Accounting Officer