PART I - FINANCIAL INFORMATION

Game Plan Holdings, Inc.

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)

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

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Game Plan Holdings, Inc.

(A Development Stage Company)

STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

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

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Game Plan Holdings, Inc.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

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

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Game Plan Holdings, Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

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 owned and operates a social networking website, www.Hazzsports.com (“Hazzsports.com”).  Hazzsports.com is an online social networking website that offers an interactive resource for sports enthusiasts.  In accordance with Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) No. 915 the Company is considered to be in the development stage.

On December 31, 2007, a Reorganization Agreement was entered into by and between Game Plan Holdings Canada, a corporation formed under the laws of the country of Canada (“Game Plan Canada”), and Game Plan Holdings, Inc. (“Game Plan USA). The agreement reorganized the capital structure of Game Plan Canada and Game Plan USA by exchanging all of Game Plan Canada Shares totaling 11,070,000 shares on a one-for-one basis with Game Plan USA shares held by existing shareholders of the Company.  Consequently, there were no new shares issued related to the 11,070,000 shares exchanged by Game Plan USA to Game Plan Canada rather, certain shareholders of Game Plan USA exchanged 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 and the transfer of 2,148,000 shares of common stock of Game Plan USA held by certain shareholders to the Company’s then 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 were redeemable for discount coupons and deals at various registered venues. The site launched on September 15, 2011.

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.

Prior to execution of the IP Agreement, Charles Hazzard and Christina Mabanta-Hazzard were the majority shareholders of the Company, where they collectively owned 10,000,000 shares of common stock of the Company. Upon issuance of 11,000,000 shares of common stock in exchange for the intellectual property of Sporting Blood, there were a total of 26,050,000 shares of common stock outstanding. Additionally, in a separate transaction, Andrew Bachman, owner of 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.

The Company is now fully focused upon its entry into and competition within the nutritional supplements industry with the Game Plan line of nutritional supplements, which are specially formulated to be NSF Certified to ensure they do not include banned substances for athletes.  The Company developed an online platform through which fitness professionals sell Game Plan nutritional supplements and earn commissions thereon. The Company’s platform has gone live in beta form.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Cash and Cash Equivalents

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

Earnings (Loss) per Share

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Inventory

Inventory, comprised principally of raw materials, is stated at the lower of cost or market using the first-in, first-out (“FIFO”) method. This policy requires the Company to make estimates regarding the market value of our inventory, including an assessment of excess or obsolete inventory. The Company determines excess and obsolete inventory based on an estimate of the future demand and estimated selling prices for its products.

Revenue and Cost Recognition

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

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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 September 30, 2013 and December 31, 2012 as follows:

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:

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

Impairment of Long-lived Assets

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 expenses 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.

Income Taxes

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

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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 $2,981,618 for the period from inception (March 25, 1999) to September 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. 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.

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Included in “Loss on impairment of marketable securities” in the statements of operations are $0 and $0 impairments for the three months ended September 30, 2013 and 2012. The Company recorded $4,881 of other comprehensive income for the nine months ended September 30, 2013 and $0 of other comprehensive income (loss) associated for the nine months ended September 30, 2012, net of tax effect, on these investments.

During the nine months ended September 30, 2013, the Company sold its entire position in an investment held by Canaccord Genuity Wealth Management for $100.  Another position was written off as worthless. The proceeds from the sale were used to partially offset annual brokerage charges.  The balance of brokerage charges due were written off by the broker.

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

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

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.

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NOTE 5 - PROPERTY AND EQUIPMENT

The Company’s fixed assets consisted of the following at:

Depreciation expense was $1,763 and $2,263 for the nine months ending September 30, 2013 and 2012, respectively; and $592 and $1,208 for the three months ended September 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 was amortized over an estimated useful life of three years.  During the nine months ended September 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:

Amortization expense was $18,781 prior to the write off for the nine months ended September 30, 2013 and $57,021 for the nine months ended September 30, 2012. Amortization expense was $0 and $18,654 for the three months ended September 30, 2013 and 2012.

Management is currently operating, further developing, and testing a new website. During the nine months ended September 30, 2013, the Company has incurred $62,122 in costs to develop the site.

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.

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NOTE 8 - RELATED PARTY TRANSACTIONS

As of September 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 nine months ended September 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 nine months ended September 30, 2013, the Company’s former Chief Financial Officers has paid expenses totaling $4,500 on behalf of the Company. This advance is unsecured, bears no interest, and due on demand.

During the nine months ended September 30, 2013, the Company’s Chief Executive Officer and controlling shareholder advanced a total of $45,000 and borrowed $35,000 from the Company. As of September 30, 2013, the Company has an advance of $10,000 due to him. This advance is unsecured, bears no interest, and due on demand.

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 9.  NOTES PAYABLE

Interest expense for the nine months ended September 30, 2013 and 2012 was $874 and $90, respectively; and $858 and $13 interest expense for the three months ended September 30, 2013 and 2012, respectively.

NOTE 10 - STOCKHOLDERS’ EQUITY

The stockholders’ equity of the Company comprises the following classes of capital stock as of September 30, 2013 and December 31, 2012:

Common stock, par value of $0.001 per share; 100,000,000 shares authorized; 34,721,574 and 15,050,000 shares issued and outstanding at September 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 share 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.

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On February 14, 2013, the Company issued 3,500,000 units for a cash payment of $350,000, in which $50,000 was included in the stock payable as of December 31, 2012. Each Unit consists of one share of the Company’s common stock and one share 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 share 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 share 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 nine months ended September 30, 2013, the Company recorded a stock payable of 20,000 shares fair valued in the amount of $13,800 for compensation owed under a Sponsorship Agreement dated July 14, 2013.

During the nine months ended September 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 September 30, 2013, $30,000 has been recorded as stock payable to the former Chief Financial Officer.

During the three months ended September 30, 2013, portions of a warrant sold in February 2013 to purchase 2,500,000 shares of the Company’s common stock at $.25 per share were assigned to a number of investors in exchange for their promise to immediately exercise their right to purchase shares of the Company.  As a result of these transactions, the Company issued 1,840,000 shares of common stock for $460,000 cash received; and recorded 400,000 shares of common stock as stock payable for $100,000 cash received. The 400,000 shares of common stock have not been issued as of date of this filing.

During the three months ended September 30, 2013, three investors who had purchased units in February 2013 exercised their right to purchase shares of common stock at $.25 per share.  As a result of the exercise of these options, 550,000 shares of common stock were issued for $137,500.

During the three months ended September 30, 2013, the terms of non-qualified stock options held by three employees were amended so that the stock options vested immediately.  Upon amendments, the one of the employees exercised 20,000 of her 50,000 shares. The other two employees assigned their rights of exercise the options to a relative who immediately exercised her right to purchase all 300,000 shares of common stock that were available.  As a result of these activities, the Company issued 320,000 shares of common stock for $80,000 in cash.

During the three months ended September 30, 2013,  private placements of restricted stock to accredited investors were completed. These private placements were exempt from registration pursuant to Rule 506 of Regulation D of the Securities Act of 1933.  The Company placed the stock at a 20% discount to the then market price of the freely traded unrestricted stock.  As a result of the private placement, 61,574 shares of common stock were issued for $20,000 in cash were received as of September 30, 2013 and $10,000 in cash received subsequently but before the date of this filing, which has been recorded as share subscription receivable as of September 30, 2013.

NOTE 11 - STOCK OPTIONS

As approved by the Board of Directors, 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.

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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 $12,820 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.

During the three months ended September 30, 2013, the terms of non-qualified stock options held by certain optionees were amended so that they vested immediately.  Upon amendment, 320,000 out of total available 350,000 options on shares were exercised for a total of $80,000.

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

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.

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During the nine months ended September 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. During the three months ended September 30, 2013, the Company issued a total of 2,390,000 shares of common stock for the exercise of the warrants.

NOTE 12 - OPERATING LEASES

From the beginning of the year through March 31, 2013 the Company’s office space was rented for $2,000 per month.

A 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 include a base rent of $1,813 per month plus other costs of maintaining the property. The initial cash outlay for the lease included a security deposit of $6,092 and a prepayment of July rent.  

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

Rent expense for the nine months ending September 30, 2013 and 2012 was $14,310 and $18,000, respectively. Rent expense for the three months ended September 30, 2013 and 2012 was $5,836 and $6,000, respectively.

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

NOTE 12 - SUBSEQUENT EVENT

On October 28, 2013, the Company entered into a Referral Agreement with president of personal training at a health and fitness club with numerous locations. This individual will be compensated by the Company if a certain number of fitness professionals from the health club with which he is associated utilize the Company’s platform. As part of the compensation under the Referral Agreement, this individual is entitled to receive an option to purchase 500,000 shares of the Company’s common stock. This option grant has not yet been formally approved by the Company’s Board of Directors. The exercise price for this option will be set by the Board of Directors at the time the option is formally approved.

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On October 28, 2013, the Company agreed to sell 20,833 shares of its common stock to an accredited investor for $10,000. The offer and sale of these shares of common stock were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933.

On October 29, 2013, the Company agreed to sell 19,231 shares of its common stock to an accredited investor for $10,000. The offer and sale of these shares of common stock were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933.

On October 31, 2013, the Company agreed to sell 56,818 shares of its common stock to an accredited investor for $25,000. The offer and sale of these shares of common stock were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933.

On or around November 6, 2013, the Company received documentation expressing an accredited investor’s intent to exercise the right to purchase 80,000 shares of the Company’s common stock for $20,000. This right was assigned to this accredited investor from the Bachman Warrant, as defined in Part II, Item 2 below. The sale of these shares of common stock was exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933.

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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.

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. 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.

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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.

The Company has created an online and mobile platform that allows fitness professionals to, among other things, earn commissions from sales of the Company’s products. The Company's proprietary nutritional supplements are sold exclusively through fitness professionals using the online and mobile platform. The Game Plan platform went live in beta form on September 20, 2013. Fitness professionals can sign up to start selling the Company’s products at gameplan.com. The Company acquired this domain name pursuant to a Domain Name Purchase Agreement dated September 13, 2013.

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.

The Company is now completely focused upon its entry into and competition within the nutritional supplements industry. The Game Plan online and mobile platform and line of nutritional supplements, which can be found at gameplan.com, officially went live in beta form on September 20, 2013 and is available to fitness professionals. Fitness professionals are able to sell the Company’s products and earn commissions. This is the exclusive method used by the Company to sell its products. The platform also includes a fitness regimen builder and simple marketing tools designed to help fitness professionals better manage their clients, generate sales, and develop more business. The Company’s products being sold through the fitness professionals utilize the Sportingblood Intellectual Property. These high-quality nutritional supplement products 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.  

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Plan of Operations

Now that the Company’s online platform has gone live in beta form and the Game Plan supplements are available through a network of fitness professionals, the Company is focused upon developing and refining its system for recruiting fitness professionals capable of promoting and selling Game Plan nutritional supplements. The Company continues to develop relationships with individuals and entities that operate multiple gym units. The Company seeks access to the fitness professionals operating out of these gyms. Further, the Company will incentivize other individuals and entities with access to large pools of fitness professionals to promote the Game Plan platform. The Company is also eager to get initial feedback on both its platform and products now that both are available. The Company plans to make adjustments based on feedback from real users. The Company is also exploring strategic partnerships and/or joint ventures designed to increase the Company’s visibility and access to fitness professionals.

The Company earns revenue through the sale of nutritional supplements by fitness professionals. The Company has the following nutritional supplements available:

·

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

·

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

·

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

·

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

·

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

·

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

·

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

·

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

Off Balance Sheet Arrangements

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

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

In the three months ended September 30, 2013, the Company had net sales in the amount of $4,908. The cost of goods sold totaled $4,279. For the three months ended September 30, 2013, the Company had gross profits of $629. The Company did not have any sales in the three months ended September 30, 2012.

We incurred operating expenses in the amount of $407,974 for the quarter ended September 30, 2013 as compared to $108,614 for the quarter ended September 30, 2012 (an increase of $299,360).  The increase can be attributed to wages and payroll expenses, stock-based compensation, and a large increase in general and administrative expenses.

These operating expenses for the three months ended September 30, 2013 consisted of general and administrative expenses in the amount of $130,902 (2012: $31,817), computer and website expenses in the amount of $2,104 (2012: $1,779), stock-based compensation in the amount of $110,572 (2012: $5,222), professional fees in the amount of $57,149 (2012: $60,796) and wages and payroll expenses in the amount of $107,247 (2012: $9,000).  

Our net loss for the quarter ended September 30, 2013 was $407,475 as compared to our net loss of $135,342 for the quarter ended September 30, 2012.

The weighted average number of shares outstanding was 33,591,582 and 15,050,000 for the three months ended September 30, 2013 and 2012, respectively.

Results of Operations for the Nine Months Ended September 30, 2013 as Compared to Nine Months Ended September 30, 2012

In the nine months ended September 30, 2013, the Company had net sales in the amount of $4,908. The cost of goods sold totaled $4,279. For the nine months ended September 30, 2013, the Company had gross profits of $629. The Company did not have any sales in the nine months ended September 30, 2012.

We incurred operating expenses in the amount of $1,002,821 for the nine months ended September 30, 2013 as compared to $732,948 for the nine months ended September 30, 2012 (an increase of $269,873). The increase in operating expenses is attributable to the $230,955 increase in wages and payroll expenses and an $143,667 increase in general and administrative expenses. Both stock-based compensation and professional fees expenses decreased from for the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012.

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These operating expenses for the nine months ended September 30, 2013 consisted of general and administrative expenses in the amount of $237,633 (2012: $93,966), computer and website expenses in the amount of $84,312 (2012: $5,395), impairment of website in the amount of $118,700 (2012: $34,985), stock-based compensation in the amount of $166,885 (2012: $382,373), professional fees in the amount of 137,336 (2012: $189,229), and wages and payroll expenses in the amount of $257,955 (2012: $27,000).

Our net loss for the nine months ended September 30, 2013 was $1,002,053 as compared to our net loss of $756,749 for the nine months ended September 30, 2012.

The weighted average number of shares outstanding was 30,070,240 and 15,050,000 for the nine months ended September 30, 2013 and 2012, respectively.

Liquidity and Capital Resources

As of September 30, 2013, we had cash in the amount of $470,433, as compared to $3,453 as of December 31, 2012.  As of September 30, 2013, we had working capital of $447,357, as compared to working deficit of $103,406 as of December 31, 2012.

The Company has not attained profitable operations and is 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 the Company will be able to continue as a going concern. The Company believes that its present operating capital position is sufficient to finance our operations for at least the next 12 months. This conclusion is based upon our historical cash needs and while we anticipate that our cash needs will increase 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, the Company may cease operations and eventually it may be forced to disband its business operations.

The Company anticipates that further development of the Game Plan online platform, recruitment of additional personnel and fitness professionals, and competition in the nutritional supplements industry will increase expenditures 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 September 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.

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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:

1.

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

2.

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

3.

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 September 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 September 30, 2013, we have taken the following additional steps:

1.

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.

2.

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.

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In connection with the assessment of the Company’s internal control over financial reporting for the quarter ended September 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 have 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.

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.

Andrew Bachman’s father owned a warrant to purchase 2,500,000 shares of the Company’s common stock at $0.25 per share (the “Bachman Warrant”). The Bachman Warrant was purchased from the Company during a private offering of units in February 2013. To assist the Company in its capital raising efforts, Mr. Bachman’s father agreed to assign his rights to purchase shares of the Company’s common stock to a number of accredited investors in exchange for their promise to immediately exercise their right to purchase shares of the Company’s common stock at $0.25. By exercising their right to purchase shares, the investors accepted the assignment and the Company received the $0.25 per share exercise price. A total of thirteen investors, included the original owner of the Bachman Warrant, exercised warrants during three months ended September 30, 2013. The specifics of each exercise follow.

On August 1, 2013, the Company received $25,000 from an accredited investor for the purchase of 100,000 shares of the Company’s common stock at $0.25 per share under the Bachman Warrant. The offer and sale of these shares of common stock were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”).

On August 2, 2013, the Company received $50,000 from an accredited investor for the purchase of 200,000 shares of the Company’s common stock at $0.25 per share under the Bachman Warrant. The offer and sale of these shares of common stock were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act.

On August 2, 2013, the Company received $100,000 from an accredited investor for the purchase of 400,000 shares of the Company’s common stock at $0.25 per share under the Bachman Warrant. As of this filing, the 400,000 shares have not been formally issued to the investor. The offer and sale of these shares of common stock were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act.

On August 6, 2013, the Company received $150,000 from an accredited investor for the purchase of 600,000 shares of the Company’s common stock at $0.25 per share under the Bachman Warrant. The offer and sale of these shares of common stock were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act.

On August 7, 2013, the Company received $30,000 from an accredited investor for the purchase of 120,000 shares of the Company’s common stock at $0.25 per share under the Bachman Warrant. The offer and sale of these shares of common stock were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act.

On August 9, 2013, the Company received a total of $100,000 from four accredited investors for the purchase of 400,000 shares of the Company’s common stock at $0.25 per share under the Bachman Warrant. The offer and sale of these shares of common stock were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act.

On August 12, 2013, the Company received a total of $95,000 from three accredited investors for the purchase of 380,000 shares of the Company’s common stock at $0.25 per share under the Bachman Warrant. The offer and sale of these shares of common stock were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act.

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On August 26, 2013, the Company received $10,000 from an accredited investor for the purchase of 40,000 shares of the Company’s common stock at $0.25 per share under the Bachman Warrant. The offer and sale of these shares of common stock were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act.   

In addition to the Bachman Warrant assignment and exercises, three investors that purchased units containing a warrant in the February 2013 private offering exercised their right to purchase shares. On August 9, 2013, the Company received $25,000 for the purchase of 100,000 shares of the Company’s common stock at $0.25 per share under a warrant. On or around approximately August 16, 2013, the Company received $100,000 for the purchase of 400,000 shares of the Company’s common stock at $0.25 per share under a warrant. Additionally, the Company received $12,500 for the purchase of 50,000 shares of the Company’s common stock at $0.25 per share under a warrant. The Company received the $12,500 on September 9, 2013. All of these sales of common stock were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act.

A second prong of the Company’s capital raising strategy involved a total of 350,000 non-qualified stock options granted to three employees with an exercise price of $0.25. The Company accelerated the vesting schedule of these three options so that the options were exercisable immediately. On August 20, 2013, the Company’s received $5,000 from one employee in order to exercise her right to purchase 20,000 shares of the Company’s common stock. A portion of this option, the right to purchase 30,000 shares, remains unexercised. With the Company’s consent, the other two employees assigned their options to a relative. The two employees did not receive monetary consideration for this assignment. The assignee relative then exercised her right to purchase 300,000 shares. As part of a payment made on August 12, 2013, the Company received $75,000 from the relative for the 300,000 shares. The offer and sale of these shares of common stock were exempt from registration pursuant to Section 4(2) or Rule 506 of Regulation D promulgated under the Securities Act.   

A third prong of the Company’s capital raising strategy involved individual private placements of common stock to accredited investors. The Company accepted two Subscription Agreements during the three months ended September 30, 2013. On September 9, 2013, the Company agreed to sell 42,373 shares of its common stock to an accredited investor in exchange for $20,000. On September 18, 2013, the Company agreed to sell 19,201 shares of its common stock to an accredited investor in exchange for $10,000. The previously mentioned 19,201 shares were issued by the Company during the three months ended September 30, 2013, but due to shipping problems payment was not received by the Company until after September 30, 2013.

On September 13, 2013, the Company entered into a Domain Name Purchase Agreement in order to acquire gameplan.com. As part of the consideration paid by the Company in exchange for gameplan.com, the Company became obligated to issue to the prior owner 150,000 shares of the Company’s common stock. The Company’s Board of Directors ratified the Domain Name Purchase Agreement, including the stock issuance. The 150,000 shares were ultimately issued by the Company’s transfer agent after September 30, 2013. The gameplan.com’s prior owner was an accredited investor and the issuance was exempt from registration pursuant to Rule 506 of Regulation promulgated under the Securities Act.  

As of September 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.

None.

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Item 6.  Exhibits.

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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.

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