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EX-31 - EXHIBIT 31.2 - GAMEPLAN INCexhibit312.htm
EX-31 - EXHIBIT 31.1 - GAMEPLAN INCexhibit311.htm
EX-32 - EXHIBIT 32.1 - GAMEPLAN INCexhibit321.htm

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 period ended September 30, 2013


OR


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


For the transition period from _____________ to _______________


Commission file number:

000-27435


GAMEPLAN, INC.

(Exact name of small business issuer as specified in its charter)


NEVADA

 

87-0493596

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)


3701 Fairview Road   Reno, Nevada

 

89511

(Address of principal executive offices)

 

(Zip Code)


Registrant's telephone number, including area code:    (775) 815-4752


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) has been subject to such filing requirements for the past 90 days.


ý Yes  ¨ No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


ý Yes  ¨ No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer," "accelerated filer” and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer  ¨

 

Accelerated Filer  ¨

Non-accelerated filer  ¨ (Do not check if smaller reporting company)

 

Smaller Reporting Company  ý


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


ý Yes  ¨ No


As of November 2, 2013, the number of shares of Common Stock, $.001 par value, outstanding was 1,522,500.




TABLE OF CONTENTS



ITEM NUMBER AND CAPTION

 

 

 

PAGE

 

 

 

PART I

 

 

 

 

 

ITEM 1.        Financial Statements

3

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

8

ITEM 3.        Quantitative and Qualitative Disclosures About Market Risk

11

ITEM 4.        Controls and Procedures

11

 

 

 

PART II

 

 

 

 

 

ITEM 1.        Legal Proceedings

13

ITEM 1A.     Risk Factors

13

ITEM 2.        Unregistered Sales of Equity Securities and Use of Proceeds

13

ITEM 3.        Defaults Upon Senior Securities

13

ITEM 4.        (Removed and Reserved)

13

ITEM 5.        Other Information

13

ITEM 6.        Exhibits

14



2




PART I – FINANCIAL INFORMATION


ITEM 1.  Financial Statements.


GAMEPLAN, INC.

[A Development Stage Company]

Condensed Balance Sheets

(Unaudited)

 

 

 

September 30,

2013

 

December 31,

2012

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$

 

$

Total Current Assets

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

 

$

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' DEFICIT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$

1,000 

 

$

2,967 

Accrued Director compensation

 

12,500 

 

 

12,500 

Payable to Shareholders

 

1,370,231 

 

 

Total Current Liabilities

 

1,383,731 

 

 

15,467 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

     Payable to Shareholders

 

 

 

1,275,495 

Total  Long-Term Liabilities

 

 

 

1,275,495 

 

 

 

 

 

 

Total Liabilities

 

1,383,731 

 

 

1,290,962 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

Preferred Stock -- $0.001 par value; 50,000,000 shares authorized; 0 issued and outstanding

 

 

 

Common Stock -- $0.001 par value; 250,000,000 shares authorized; 1,522,500 issued and outstanding

 

1,523 

 

 

1,523 

Additional paid-in capital

 

1,212,013 

 

 

1,140,205 

Accumulated deficit during the development stage

 

(2,597,267)

 

 

(2,432,690)

Total Stockholders' Deficit

 

(1,383,731)

 

 

(1,290,962)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT

$

 

$


See accompanying notes to condensed financial statements




3





GAMEPLAN, INC.

A Development Stage Company

Condensed Statements of Operations

For the three and nine month periods ended September 30, 2013 and 2012 and for the period

from inception through September 30, 2013

(Unaudited)


 

For the Three

Months Ended

 

For the Three

Months Ended

 

For the Nine

Months Ended

 

For the Nine

Months Ended

 

Inception

Through

 

09/30/2013

 

09/30/2012

 

09/30/2013

 

09/30/2012

 

09/30/2013

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting Fees

$

 

$

 

$

 

$

 

$

768,042 

Commissions

 

 

 

 

 

 

 

 

 

137,034 

Book Sales

 

 

 

 

 

 

 

 

 

40 

Other Income

 

 

 

 

 

 

 

 

 

27,168 

Total Revenue

 

 

 

 

 

 

 

 

 

932,284 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and admin. expense

 

7,974 

 

 

4,843 

 

 

14,674 

 

 

10,553 

 

 

2,257,590 

Compensation

 

23,937 

 

 

23,937 

 

 

71,809 

 

 

71,809 

 

 

470,747 

Total Expenses

 

31,911 

 

 

28,780 

 

 

86,483 

 

 

82,362 

 

 

2,728,337 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

(31,911)

 

 

(28,780)

 

 

(86,483)

 

 

(82,362)

 

 

(1,796,053)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

 

 

 

 

16,064 

Interest expense

 

(26,907)

 

 

(27,793)

 

 

(78,094)

 

 

(80,648)

 

 

(1,186,637)

 Loss on asset sales

 

 

 

 

 

 

 

 

 

(29,477)

Total Other Income/(Expense)

 

(26,907)

 

 

(27,793)

 

 

(78,094)

 

 

(80,648)

 

 

(1,200,050)

Net Loss before taxes

 

(58,818)

 

 

(56,573)

 

 

(164,577)

 

 

(163,010)

 

 

(2,996,103)

Income Taxes

 

 

 

 

 

 

 

 

 

1,164 

Net Loss before extraordinary item

 

(58,818)

 

 

(56,573)

 

 

(164,577)

 

 

(163,010)

 

 

(2,997,267)

Extraordinary item:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

"Lost Opportunity" settlement

 

 

 

 

 

 

 

 

 

400,000 

Net Income From Extraordinary Items

 

 

 

 

 

 

 

 

 

400,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

(58,818)

 

$

(56,573)

 

$

(164,577)

 

$

(163,010)

 

$

(2,597,267)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Share – Basic and Diluted

$

(0.04)

 

$

(0.04)

 

$

(0.11)

 

$

(0.11)

 

$

(2.60)

Weighted Average Number of shares outstanding – Basic and Diluted

 

1,522,500 

 

 

1,522,500 

 

 

1,522,500 

 

 

1,522,500 

 

 

998,235 


See accompanying notes to condensed financial statements



4





GAMEPLAN, INC.

A Development Stage Company

Condensed Statements of Cash Flows

For the nine month periods ended September 30, 2013 and 2012 and for the period from

inception through September 30, 2013

(Unaudited)


 

For the Nine

Months Ended

 

For the Nine

Months Ended

 

Inception

Through

 

09/30/2013

 

09/30/2012

 

09/30/2013

Cash Flow Used for Operating Activities:

 

 

 

 

 

 

 

 

Net Loss

$

(164,577)

 

$

(163,010)

 

$

(2,597,267)

Adjustments to Reconcile net loss to net cash used for operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

174,645 

Bad Debt Expense

 

 

 

 

 

911 

Notes issued in exchange for interest expense

 

 

 

 

 

59,588 

Notes issued in exchange for accrued interest

 

 

 

 

 

49,589 

Stock issued for expenses

 

 

 

 

 

3,000 

Stock-based compensation

 

71,809 

 

 

71,809 

 

 

470,747 

Loss on disposal of assets

 

 

 

 

 

29,477 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Increase/(Decrease) in accounts payable

 

(1,967)

 

 

(1,190) 

 

 

1,000 

Increase/(Decrease) in accrued director fees

 

 

 

 

 

12,500 

Increase/(Decrease) in accrued expenses

 

78,094 

 

 

80,648 

 

 

835,546 

Net Cash Flows Used for Operating Activities

 

(16,641)

 

 

(11,743)

 

 

(960,264)

 

 

 

 

 

 

 

 

 

Cash Flows used for Investing Activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

 

 

 

(520,761)

Proceeds from disposal of property

 

 

 

 

 

316,641 

Net Cash Flows Used for Investing Activities

 

 

 

 

 

(204,120)

 

 

 

 

 

 

 

 

 

Cash Flows used for Financing Activities:

 

 

 

 

 

 

 

 

Shareholder loan proceeds

 

16,641 

 

 

11,727 

 

 

1,655,611 

Loan Principal Payments

 

 

 

 

 

(531,018)

Proceeds from Issuance of Common Stock

 

 

 

 

 

39,791 

Net Cash Flows From Financing Activities

 

16,641 

 

 

11,727 

 

 

1,164,384 

 

 

 

 

 

 

 

 

 

Net Decrease in cash

 

 

 

(16) 

 

 

-

 

 

 

 

 

 

 

 

 

Beginning Cash Balance

 

 

 

17 

 

 

Ending Cash Balance

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Supplemental Disclosures:

 

 

 

 

 

 

 

 

Cash Paid for Taxes

$

 

$

 

$

Cash Paid for Interest

$

 

$

 

$


See accompanying notes to condensed financial statements




5




GAMEPLAN, INC.

[A Development Stage Company]

Notes to Condensed Financial Statements

September 30, 2013

(Unaudited)


NOTE 1 – BASIS OF PRESENTATION


The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.   Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  These interim financial statements include all adjustments consisting of normal recurring entries which, in the opinion of management, are necessary to present a fair statement of the results for the period.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The results of operations for the period ended September 30, 2013 are not necessarily indicative of the operating results for the full year.


NOTE 2 – RELATED PARTY TRANSACTIONS


During the nine months ended September 30, 2013, shareholders loaned an additional $16,641 to the Company to pay operating expenses. These loans bear interest at 8% per annum. The payable to shareholders accrued an additional $78,094 in interest for the nine months ended September 30, 2013.


NOTE 3 – GOING CONCERN


The Company has incurred losses from inception, has a net working capital deficiency, and has no operating revenue source as of September 30, 2013.  Financing the Company’s activities to date has primarily been the result of borrowing from a shareholder and others.  The Company’s ability to achieve a level of profitable operations and/or obtain additional financing may impact the Company’s ability to continue as it is presently organized.  Management plans include continued development of the business, as discussed in NOTE 3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


NOTE 4 – RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS


The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position, or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.


NOTE 5 – STOCK BASED COMPENSATION


On October 17, 2008 the Board adopted an Incentive Stock Option Plan and, pursuant to that Plan, adopted the following Incentive Stock Option Plan for each Director: Each Director (5) was given the option to purchase 10,000 Rule 144 shares of the common voting stock of GamePlan, Inc. yearly for a period of 5 years at the strike price of $2.00 per share through all option periods. Each option exercise period shall be for a term of three (3) years from the date of the option grant. The first option period commenced on the date of this meeting (Oct. 17, 2008). Subsequent options were granted on Oct. 17, 2010, Oct. 17, 2011, Oct. 17, 2012 and the final stock option grant on Oct. 17, 2013 on condition that the Directors were Directors at the time of the subsequent option grants.  Finally, all necessary approvals were obtained.




6




A summary of the status of the Company’s option plans as of September 30, 2013 is presented below:


 

Shares

 

Weighted

Average

Exercise

Prices

 

Weighted

Average

Remaining

Contractual

Life in Months

 

Intrinsic Value

Outstanding at December 31, 2012

200,000 

 

$

2.00 

 

28 

 

- 

Granted

- 

 

$

- 

 

- 

 

- 

Forfeited

- 

 

$

- 

 

- 

 

- 

Outstanding at September 30, 2013

200,000 

 

$

2.00 

 

19 

 

- 

Exercisable at September 30, 2013

100,000 

 

$

2.00 

 

13 

 

- 

Non-vested at September 30, 2013

100,000 

 

$

2.00 

 

37 

 

- 


The Company recognized $71,809 and $71,809 in stock-based compensation during the nine months ended September 30, 2013 and 2012, respectively.  The remaining $7,979 will be recognized ratably over the requisite service period.




7




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


Forward Looking Statements


From time to time, our representatives or we have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer, or in various filings made by us with the Securities and Exchange Commission. Words or phrases such as "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the discussion of certain important factors included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 that could cause actual results to differ materially from such forward-looking statements.


Management is currently unaware of any trends or conditions other than those mentioned in this management's discussion and analysis that could have a material adverse effect on the Company's consolidated financial position, future results of operations, or liquidity.  However, investors should also be aware of factors that could have a negative impact on the Company's prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources. These include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the Company seek to do so, (iii) increased governmental regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the Company or to which the Company may become a party in the future, and (vi) a very competitive and rapidly changing operating environment.


The risks identified here and in the Company's Form 10-K for the fiscal year ended December 31, 2012 are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.


The information set forth in the following discussion should be read with the financial statements of Gameplan, Inc. included elsewhere herein.


Business Overview


For the last several years the Company attempted to bring to market through mergers or acquisitions comprehensive business plans described in the Company’s previous Annual Reports. After many years of focused efforts to do so, we have not been able to gain traction for these plans. The game plan did not work and had to change.


The difficult but obvious conclusion is that the best interest of our shareholders dictates a change from those business plans back to the business plan that the Company originally employed and in which we have considerable expertise. That plan, summarized in the Company History that follows, is to acquire, develop, manage, and/or consult gaming opportunities and gaming related opportunities throughout the world (“Plan”).


Summary of Company history


The Company (Qsip # 36465 c 10 5, Tax I.D. # 870493596, publicly traded under the symbol GPLA.OB) was incorporated in Utah on August 26, 1981 under the name Sunbeam Solar, Inc. On April 27, 1984, common stock was sold publicly. During the latter part of 1991, Robert G. Berry purchased ninety percent (90%) of the Company’s stock. On December 23, 1991 the Company merged with GamePlan, Inc., a Nevada public corporation. From 1992 to 1995 GamePlan actively sought gaming opportunities both in Indian and non-Indian venues and had gaming consulting contracts with the Menominee Tribe in Wisconsin and the San Carlos Apache Tribe in Arizona. From 1996 until the present time the Company has been a public shell and is current in all regulatory filings required of bulletin board companies. On August 1, 2011 the Company amended its articles of incorporation to increase the Company’s authorized common stock from 50,000,000 to 250,000,000 shares and the creation of a class of preferred stock, par value $0.001, with 50,000,000 authorized. The preferred stock will have the designations, rights, and preferences as may be determined by the board of directors.



8





On July 1, 2011, the Company effected a reverse split of its outstanding common stock on a basis of one for ten (1:10), while retaining the current value of $0.001. All fractional shares were rounded up to the nearest whole share. The Company retroactively applied the effects of the reverse split to all periods presented. Of the 250 million shares authorized there are 1,522,500 common shares outstanding with no appreciable market value. As of September 30, 2013, the Company is indebted to its controlling shareholders in the amount of $1,370,231.


Summary of the Plan


The Plan of the Company is to focus on owning, operating, managing and/or consulting on gaming and gaming related projects throughout the world. The Company will hire employees as needed and focus on acquiring existing profitable traditional gaming properties and ancillary gaming development opportunities together with seeking opportunities for development, management, and consulting services with American Indian Gaming Tribes. The Company will also closely monitor emerging gaming jurisdiction in and out of the United States and make appropriate acquisitions and/or participate in joint ventures.


Each of these acquisitions/property development projects will be in separate entities that will be owned in whole or by a majority of the stock ownership in the Company. Each subsidiary will be responsible for operating not more than one gaming facility.


Property


The Company has no real estate holdings.


Presently, the principal executive offices of the Company are the personal residence and telephone number of Robert G. Berry, currently the President and CEO and one of two principal shareholders of the Company. That business address will change in the near future. The Company also has offices at 8655 East Via de Venturta, Ste: G-200, Scottsdale, AZ 85258, (480) 346-1177.  The Company only has an oral agreement for the Arizona office.


Patents, Service Marks, Domain Names and Licenses


Patents


None


Service Marks


None.  All previous service marks under the terminated plan have been abandoned.


Domain Names


All domain names have been abandoned except for gameplan-usa.com


Licenses


None.


Employees


The Company has five members on the Board of Directors. The Company currently has three officers, Robert G. Berry, President and CEO; Ray Brown, Secretary and Executive Vice President; and David W. Young, Treasurer and Senior Vice President.


No one receives cash compensation and the Company has no further employees other than those mentioned above.




9




The Company plans to assemble a strong team of gaming industry experts that have superior expertise and successful track-records in all aspects of casino development, construction, and management. Further, the Company has access to individual specialists mirroring each of the functional areas found in a casino project. The functional areas include design, construction & development, gaming operations, hospitality, finance/accounting, legal/regulatory, security systems, information technology, retail, marketing, entertainment, and human resources.


The Company believes this team, when developed, will represent a valuable asset that will provide a competitive advantage in creating and enhancing relationships with Indian tribes in the Indian casino business and in the pursuit of non-Indian casino opportunities.


OPERATING RESULTS - OVERVIEW


For the three months ended September 30, 2013 we incurred a net loss of $58,818, an increase of $2,245 from $56,573 for the three months ended September 30, 2012. The basic loss per share for the current and prior year three months ended September 30 was $(0.04) and $(0.04), respectively.


For the nine months ended September 30, 2013 we incurred a net loss of $164,577 an increase of $1,567 from $163,010 for the nine months ended September 30, 2012.  The basic loss per share for the current and prior year nine months ended September 30 was $(0.11) and $(0.11), respectively.


Details of changes in revenues and expenses can be found below.


OPERATING RESULTS REVENUES


Revenues for the three and nine months ended September 30, 2013 and 2012 were $0.


OPERATING RESULTS COST OF SALES


There were no sales and consequently no costs were incurred for the three and nine months ended September 30, 2013 and 2012.


OPERATING RESULTS OPERATING EXPENSES


Operating expenses for the three months ended September 30, 2013 increased by $3,131 to $31,911 as compared to $28,780 for the three months ended September 30, 2012. Our general and administrative expenses increased by $3,131 for the current quarter as compared to the prior year quarter. These operating expenses were incurred for general business purposes including accounting and consulting fees incurred in relation to our filings with the Securities and Exchange Commission. Compensation expenses were $23,937 and $23,937 for the current and prior year quarters, respectively.


Operating expenses for the nine months ended September 30, 2013, increased by $4,121 to $86,483 as compared to $82,362 for the nine months ended September 30, 2012. Compensation expenses were $71,809 for both periods. The remaining operating expenses for both periods were incurred for the same general business purposes as noted above.


OPERATING RESULTS INTEREST EXPENSES


Interest expense for the three months ended September 30, 2013 decreased $886 to $26,907 as compared to $27,793 for the prior year three month period, due to decreased interest rates.


Interest expense for the nine months ended September 30, 2013 decreased $2,554 to $78,094 as compared to $80,648 for the prior year nine month period for loans due to shareholders.


LIQUIDITY


As of September 30, 2013, the Company had no cash asset. The Company had total liabilities of $1,383,731, of which $1,370,231 is owed to two shareholders.



10





Plan of Operation


The Plan of the Company is to focus on owning, operating, managing, and/or consulting on gaming and gaming related projects throughout the world. The Company will reorganize its Board of Directors and Officers, hire employees as needed, and focus on acquiring existing profitable traditional gaming properties and ancillary gaming development opportunities together with seeking opportunities for development, management, and consulting services with American Indian Gaming Tribes. The Company will also closely monitor emerging gaming jurisdictions in and out of the United States and make appropriate acquisitions and/or participate in joint ventures.


Each of these acquisitions/property development projects will be in separate entities that will be owned in whole or by a majority of the stock ownership in the Company.  Each subsidiary will be responsible for operating not more than one gaming facility.


The Company will assemble a strong team of gaming industry experts that have superior expertise and successful track-records in all aspects of casino development, construction, and management. Further, the Company has access to individual specialists mirroring each of the functional areas found in a casino project. The functional areas include design, construction & development, gaming operations, hospitality, finance/accounting, legal/regulatory, security systems, information technology, retail, marketing, entertainment, and human resources.


The Company believes this team, when developed, will represent a valuable asset that will provide a competitive advantage in creating and enhancing relationships with Indian tribes in the Indian casino business and in the pursuit of non-Indian casino opportunities.


There have been no material developments towards implementation, funding, or development of the Plan. No elements of the Plan have been implemented and the Company has no revenues from business operations.


There may be market or other barriers to entry or unforeseen factors, which could render the Plan to be not feasible.  Accordingly, the Company may refine, rewrite, or abandon some or all elements of the Plan, which might benefit the Company and its shareholders.


Apart from any cash requirements necessary to implement the Plan, the Company will continue to incur expenses relating to maintenance of the Company in good standing, filing required reports with the SEC and other regulatory agencies, and investigating potential business ventures. The Company believes that such additional maintenance expenses will be advanced by management or principal stockholders as loans to the Company. However, there can be no assurance that management or stockholders will continue to advance operating funds to the Company.


ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.  Controls and Procedures


Evaluation of Disclosure Controls and Procedures


We maintain disclosure controls and procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”), such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.




11





Our management evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2013, pursuant to paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act. This evaluation included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Quarterly Report. Our management has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of September 30, 2013.


Changes in Internal Control over Financial Reporting


There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.




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PART II--OTHER INFORMATION


Item 1.  Legal Proceedings


The Company is not a party to any pending legal action.


Item 1A.  Risk Factors


Not applicable to smaller reporting companies.


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


The Company has not issued or sold any unregistered securities during the three months period ended September 30, 2013.


Item 3.  Defaults Upon Senior Securities


None


Item 4.  (Removed and Reserved)


Not applicable.


Item 5.  Other Information


Robert G. Berry Promissory Notes


On February 1, 1999, the Company entered into an amended and restated promissory note with Robert Berry, pursuant to which the Company agreed to pay Mr. Berry principal then owing to Mr. Berry of  $182,256, representing Mr. Berry's unreimbursed cash advances to the Company as of that date.  The Note was due February 1, 2001 and bore interest at the rate of prime plus 2%.  During 1999, Mr. Berry advanced the Company $17,600.  A new note was executed on February 1, 2000, which extended the maturity date to February 1, 2002. In 2000, Mr. Berry advanced $37,200 to the Company.  The Company executed a further amended and restated note with Mr. Berry on January 1, 2001, which note replaced and superseded all previous notes of the Company payable to Mr. Berry.  The new note was issued in the principal amount of $290,192, bore interest at the rate of prime plus 2%, and extends the maturity of the Company's obligations to Mr. Berry to February 1, 2003.  The entire unpaid principal and interest was due at maturity. Additionally, the Company executed a further amended and restated note with Mr. Berry on January 1, 2002, which note replaces and supersedes all previous notes of the Company payable to Mr. Berry.  The new note was issued in the principal amount of $327,408, bears interest at the rate of prime plus 2%, and maintained the maturity of the Company's obligations to Mr. Berry at February 1, 2003. Mr. Berry renewed this promissory note in the total amount of $484,626 after calculating additional advances to Jan. 1, 2006. As of September 30, 2013, the Company owes Berry $986,547. The Robert G. Berry Trust owns approximately 39.6% of the issued and outstanding shares of the Company. This note is due March 1, 2014.


Jon Jenkins Promissory Notes


As of February 1, 2001, the Company entered into an amended and restated promissory note payable to Jon and April Jenkins in the principal amount of $74,054.  The note replaced and supersedes all previous notes of the Company payable to Jon or April Jenkins.  The note bears interest at the rate of prime plus 2%. All principal and interest is due and payable on February 1, 2003. Mr. Jenkins agreed to renew this note in the total amount of $100,500 after calculating interest to Jan. 1, 2006. As of September 30, 2013, the Company owes Jenkins $383,684. Jenkins is a director and the beneficial and indirect owner of approximately 39.6% of the issued and outstanding shares of the Company. This note is due March 1, 2014.




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Item 6.  Exhibits


Exhibit

Number

Name of Exhibit


31.1

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)


31.2

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)


32.1

Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)


101.INS

XBRL Instance Document

101.SCH

XBRL Schema Document

101.CAL

XBRL Calculation Linkbase Document

101.DEF

XBRL Definition Linkbase Document

101.LAB

XBRL Labels Linkbase Document

101.PRE

XBRL Presentation Linkbase Document

______

(1)

Filed herewith



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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.


 

 

GAMEPLAN, INC.

 

 

 

Date: November 13, 2013

 

/s/ Robert G. Berry

 

 

Robert G. Berry,

 

 

President, Chief Financial Officer and Director




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