Creatd, Inc. - FORM 10-Q - November 10, 2014

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Creatd, Inc.	Financial_Report.xls
EX-32.1 - SECTION 1350 CERTIFICATIONS - Creatd, Inc.	greatplainsexh321.htm
EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER. - Creatd, Inc.	greatplainsexh311.htm
EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER. - Creatd, Inc.	greatplainsexh312.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 quarterly period ended September 30, 2014

[ ]	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: 000-51872

GREAT PLAINS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	87-0645394
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4060 NE 95th Road, Wildwood, Florida 34785

(Address of principal executive offices)

(352) 561-8182

(Registrant’s telephone number, including area code)

Not applicable.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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. Yes [ X] 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). Yes [X ] 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 the 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 a smaller reporting company)	[ ]	Smaller reporting company	[X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class	Outstanding as of October 29, 2014
Common Stock, $0.001 par value	8,040,625

TABLE OF CONTENTS

Heading		Page

PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements	2

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12

Item 4.	Controls and Procedures	12

PART II — OTHER INFORMATION

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.	Mine Safety Disclosures	13

Item 5.	Other Information	13

Item 6.	Exhibits	14

	Signatures	15

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GREAT PLAINS HOLDINGS INC AND SUBSIDIARIES
Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2014			2013
	(UNAUDITED)
Assets
Current Assets
Cash and Cash Equivalents	$	1,151,442		$	1,479,152
Accounts Receivable		258			285
Inventory		12,632			15,712
Prepaid Expenses		-			2,875

Total Current Assets		1,164,332			1,498,024


Property and Equipment
Property and Equipment		254,982			58,057
Less: Accumulated Depreciation		(10,054	)		(3,645	)
Land		22,380			5,651

Net Property and Equipment		267,308			60,063

Other Assets
Cost Method Investments		30,000			-

Total Other Assets		30,000			-

Total Assets	$	1,461,640		$	1,558,087


Liabilities and Stockholders' Equity

Current Liabilities
Accounts Payable and Accrued Expenses	$	685		$	7,504
Convertible Debt (net of discount of $36,194 and $0)		31,806

Total Current Liabilities		32,491			7,504

Long-Term Liabilities
Refundable Deposits		950			-

Total Long-Term Liabilities		950			-

Total Liabilities		33,441			7,504

Stockholders' Equity
Preferred stock, 20,000,000 shares authorized, $.001 par value, 10,000 and 0 shares issued and outstanding, respectively		10			-
Common stock, 300,000,000 shares authorized, $.001 par value, 8,040,625 and 7,993,125 shares issued and outstanding, respectively		8,041			7,993
Additional Paid in Capital		1,918,581			1,856,489
Accumulated Deficit		(498,433	)		(313,899	)

Total Stockholders' Equity		1,428,199			1,550,583

Total Liabilities and Stockholders' Equity	$	1,461,640		$	1,558,087

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

GREAT PLAINS HOLDINGS INC AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(UNAUDITED)

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2014			2013			2014			2013
Sales
Sales Revenue	$	6,682		$	558		$	17,563		$	13,269

Total Sales		6,682			558			17,563			13,269

Cost of Goods Sold
Cost of Sales		1,549			42			4,851			1,056

Total Cost of Goods Sold		1,549			42			4,851			1,056

Gross Profit		5,133			516			12,712			12,213

Operating Expenses
Royalties		(73	)		6			-			115
Depreciation and Amortization		2,420			85			6,409			255
General and Administrative		49,770			6,832			183,156			32,752

Total Operating Expenses		52,117			6,923			189,565			33,122

Operating Loss		(46,984	)		(6,407	)		(176,853	)		(20,909	)

Other Income (Expenses)
Interest Expense		(7,977	)		(592	)		(7,977	)		(1,735	)
Investment Income		296			-			296			-

Total Other Income (Expenses)		(7,681	)		(592	)		(7,681	)		(1,735	)

Net Loss Before Taxes		(54,665	)		(6,999	)		(184,534	)		(22,644	)

Net Loss	$	(54,665	)	$	(6,999	)	$	(184,534	)	$	(22,644	)

Loss per share of common stock
(basic and diluted)	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.01	)

Weighted average shares outstanding
(basic and diluted)		8,030,625			2,960,000			8,030,625			2,744,000

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

GREAT PLAINS HOLDINGS INC AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(UNAUDITED)

		Nine Months Ended
		September 30,			September 30,
		2014			2013
Cash Flows from Operating Activities
Net Income (Loss)		$	(184,534	)	$	(22,644	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and Amortization		6,409			255
	Debt discount amortization		7,396
	Contributions to capital - expenses paid by shareholders		-			8,024
	Change in Operating Assets and Liabilities:
	Accounts Receivable		27			-
	Inventory		3,080			1,056
	Prepaid Expenses		2,875			-
	Accounts Payable and Accrued Expenses		(6,819	)		(33,355	)
	Refundable Deposits		950

Net Cash Used In Operating Activities:			(170,616	)		(46,664	)

Cash Flows from Investing Activities
Purchases of Property and Equipment			(208,094	)		-
Patent			-			-
Investments			(30,000	)

Net Cash Used In Investing Activities:			(238,094	)		-

Cash Flows from Financing Activities
Proceeds from Convertible Debt			68,000
Notes Payable - Related Party			-			16,845
Payment to Related Party			-			(77,625	)
Proceeds from the Issuance of Preferred Stock			1,000			-
Proceeds from the Issuance of Common Stock			12,000			1,600,000

Net Cash Provided By Financing Activities:			81,000			1,539,220

Net Change in Cash & Cash Equivalents			(327,710	)		1,492,556

Beginning Cash & Cash Equivalents			1,479,152			447

Ending Cash & Cash Equivalents		$	1,151,442		$	1,493,003

Supplemental Disclosures of Noncash Investing and Financing Activities

Issuance of 10,000 common shares for property and equipment		$	10,000		$	0

Amount allocated to APIC associated with the purchase of real estate between entities under common control		$	4,440		$	0

Beneficial conversion feature of convertible debt recorded as Additional Paid in Capital		$	43,590		$	0

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

GREAT PLAINS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

September 30, 2014

Note 1 - Organization.

Great Plains Holdings, Inc. (the “Company”) was incorporated under the laws of the state of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 as part of its plans to diversify its business through the acquisition and operation of commercial real estate, including but not limited to self-storage facilities, apartment buildings, 55+ senior manufactured homes communities, and other income producing properties. Historically, the Company has principally engaged in manufacture and marketing of the LiL Marc urinal used in the training of young boys.

The accompanying unaudited consolidated financial statements have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that can be expected for the year ending December 31, 2014.

Note 2 - Summary of Significant Accounting Policies

Use of Estimates

We use estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced sale or liquidation. Significant differences can arise between the fair value and carrying amount of financial instruments that are recognized at historical cost amounts. The carrying value of the company’s financial assets and liabilities approximate the fair value of the short maturity of those instruments.

Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting.

Accounts Receivable

Accounts receivable are recorded when invoices are issued and the amount management expects to collect is reported on the balance sheet. Accounts receivable are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic condition in the industry, and the financial stability of its customers.

Advertising

The Company expenses all advertising costs as they are incurred.

Cash and Cash Equivalents

Cash and cash equivalents are defined as demand deposits, money market accounts and overnight investments at banks. Cash is maintained in banks insured by the FDIC for an aggregate of up to $250,000. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Concentrations of Risk

Financial Instruments which potentially subject the Company to concentrations of risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents with major financial institutions. At September 30, 2014, the Company has $807,603 in excess of federally insured limits.

GREAT PLAINS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

September 30, 2014

Dividend Policy

The Company has not yet adopted a policy regarding dividends.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out (FIFO) basis and market is determined on the basis of replacement cost or net realizable value.

Long Term Investments

Non-marketable equity investments are carried at cost. Investments held by the Company are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the investment may not be recoverable. In the event that facts and circumstances indicate that the cost may be impaired, an evaluation of recoverability would be performed.

Principles of Consolidation

The accompanying consolidated financials include the accounts of the Company and its subsidiaries from its inception. All significant intercompany accounts and balances have been eliminated in consolidation.

Property & Equipment

Property and equipment are stated at cost. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the various classes of property, as follows:

Machinery & Equipment	5 to 7 years
Furniture & Fixtures	5 to 7 years
Land Improvements	20 years
Building	40 years

Expenditures for additions, improvements and betterments that extend the useful lives of existing assets, if material, are generally capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed.

Revenue Recognition

Revenue is recognized upon the completion of the sales and shipment of the product. The product is sold via the internet and is delivered to customers or to wholesale resellers using a ground courier service.

Sales Taxes

The State of Florida imposes a sales tax ranging from 6.0% to 7.5% on all of the Company’s sales delivered within the State. The Company collects that sales tax from customers and remits the entire amount to the State. The Company’s accounting policy is to exclude the tax collected and remitted to the State from revenue and cost of sales.

Shipping and Handling Costs

The Company classifies freight billed to customers as sales revenue and related freight costs as cost of sales.

GREAT PLAINS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

September 30, 2014

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same. As of September 30, 2014 and 2013, there were 87,179 and 0 common stock equivalents outstanding, respectively.

Recent Accounting Pronouncements

The Company does not expect that the adoption of recent accounting pronouncements will have a material impact on its financial statements.

Note 3 - Property and Equipment

On December 26, 2013, the Company acquired two adjacent parcels of land located in Wildwood, Florida totaling approximately 0.90 acres. The property includes a 1,400 square foot corporate office building and an additional parcel of land that includes a mobile home. The real estate and improvements located on it were acquired from TD Bank, N.A., an unrelated party, for a purchase price of $47,500 plus customary closing costs. The Company paid the purchase price in cash at closing.

On September 17, 2014, the Company acquired a residential duplex located in Hanahan, South Carolina from DayBreak Capital, LLC, a related party. The real estate was purchased for a price of $83,402 paid in cash at closing. See Note 6 - Significant Transactions with Related Parties. Since the acquisition of this property was a transaction between entities under common control, the Company recorded the cost of the land and buildings at historical cost. These amounts were $16,729 for the land, and $62,233 for the buildings (total cost of $78,962). The difference between the purchase price and the historical cost was recorded as a reduction to paid-in capital of $4,440.

Property and equipment are stated at cost and consist of the following categories as of September 30, 2014 and December 31, 2013:

	Sept. 30, 2014			Dec. 31,2013
Land		22,380			5,651
Machinery & Equipment		14,380			14,380
Buildings & Improvements		240,602			43,677
Total Property & Equipment		277,362			63,708
Less: Accumulated Depreciation & Amortization		(10,054	)		(3,645	)

Net Property and Equipment		267,308			60,063

Note 4 – Long Term Investments

On April 10, 2014, the Company purchased for a price of $30,000 a 1.67% interest in Texstar Preferred Partner Joint Venture III, LP (“Texstar”). Texstar owns a 60% net revenue interest in the Engleke Lease, an oil and gas lease covering the Austin Chalk, Eagle Ford and Buda reservoirs located in the Luling-Banyon field area in Guadalupe County, Texas. This lease contains 14 oil and gas wells that are employing re-stimulation and secondary recovery efforts with targeted remaining recoverable reserves of 2,990,000 barrels of oil. This investment is accounted for using the cost method of accounting. Accordingly, the investment is stated at acquisition cost and distributions are recorded as income when received. It is not practical to estimate the fair value of this investment; however, management believes that the carrying value at September 30, 2014 was not impaired.

GREAT PLAINS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

September 30, 2014

Note 5 – Convertible Debt

Convertible Note to KBM Worldwide, Inc.

On August 22, 2014 (the “Issuance Date”), the Company entered into a securities purchase agreement (the “Purchase Agreement”) with KBM Worldwide, Inc. (“KBM”), whereby KBM agreed to invest $68,000.00 (“Note Purchase Price”) into the Company in exchange for the Company’s issuance of a convertible promissory note, in the original principal amount of $68,000.00, which bears interest at 8% per annum (the “Note”). All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which is May 18, 2015 (the “Maturity Date”). The Note Purchase Price was paid in cash to the Company by KBM on August 22, 2014. Any amount of principal or interest that is due under the Note, which is not paid by the Maturity Date, will bear interest at the rate of 22% per annum until it is paid (“Default Interest”). The Note is convertible by KBM into common stock of the Company (“Common Stock”) at any time during the conversion period, which begins 180 days after the Issuance Date and ends on the later of (i) the Maturity Date and the (ii) date of payment of the default amount (“Conversion Period”). The conversion price for each share is 61% multiplied by the lowest average three day market price of the Common Stock during the ten trading days prior to the relevant notice of conversion.

The Note can be prepaid by the Company at a premium as follows: (a) between 0 and 30 days after issuance – 110% of the total outstanding amount; (b) between 31 and 60 days after issuance – 115% of the total outstanding amount; (c) between 61 and 90 days after issuance – 120% of the total outstanding amount; (d) between 91 and 120 days after issuance – 125% of the total outstanding amount; and (e) between 121 and 150 days after issuance – 130% of the total outstanding amount; and (f) between 151 and 180 days after issuance – 135% of the total outstanding amount. After the initial 180 period from the Issuance Date, the Company does not have a right of prepayment.

All amounts due under the Note become immediately due and payable by the Company upon the occurrence of an event of default, including but not limited to (i) the Company’s failure to pay the amounts due at maturity, (ii) the Company’s failure to issue shares of Common Stock upon any conversion of the Note, (iii) a breach of the covenants, representations or warranties under the Note, (iv) the appointment of a trustee, a judgment against the Company in excess of $50,000 (subject to a cure period), a liquidation of the Company or the filing of a bankruptcy petition, (v) failure to remain current in our reporting obligations under the Securities Exchange Act of 1934 or the removal of the Common Stock from quotation on an over the counter quotation service or equivalent exchange, (vi) any restatement of our financial statements, or (vii) a reverse stock split without prior notice to KBM.

We determined the conversion feature associated with this convertible note should be accounted for under ASC 470, whereby a debt discount is recorded based on the intrinsic value. As such, we recorded a debt discount of $43,590 on August 22, 2014. Amortization of the beneficial conversion feature triggered by this convertible note is reported as interest expense on the income statement. A total of $7,977 was recorded as interest expense for the nine month period ended September 30, 2014 ($0 for 2013), of which $7,396 related to debt discount amortization and $581 related to stated interest.

Note 6 - Stockholders’ Equity

The company has authorized 320,000,000 shares, of which 300,000,000 are Common Stock, par value $0.001 per share with 8,040,625 shares of Common Stock issued and outstanding and 20,000,000 shares of Preferred Stock, par value $0.001 per share, with 1,000,000 shares designated as Series A Preferred Stock, $0.001 par with 10,000 shares of Series A Preferred Stock issued and outstanding at September 30, 2014.

The Series A Preferred Stock have the following designations, rights, and preferences:

·	The stated value of each shares is $0.001,
·	Each share shall entitle the holder thereof to 300 votes on all matters submitted to a vote of the stockholders of the Company,
·	Except as otherwise provided in the Certificate of Designation, the Company’s Articles, or by law, the holders of Series A Preferred Stock shall have general voting rights and shall vote together as one class, with all holders of shares of any other capital stock of the Company, on all matters submitted to a vote of stockholders of the Company, and
·	The holders of the Series A Preferred Stock shall not have any conversion rights.

On May 3, 2014, the Company issued 10,000 shares of its common stock for the acquisition of assets classified as Buildings & Improvements. These shares were valued based on the fair value of service provided ($10,000).

GREAT PLAINS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

September 30, 2014

Note 7 - Significant Transactions with Related Parties

On September 26, 2013, the Company sold 5,000,000 of its unregistered common stock to Kent Campbell, its Chief Executive Officer and a Director for a purchase price of $0.32 per share for a total of $1,600,000.

On October 15, 2013, the Company sold to: (i) Sarah Campbell, its Chief Accounting Officer at the time, 100,000 shares of its unregistered common stock for a purchase price of $0.32 per share for a total of $32,000, and (ii) Thomas G. Campbell (Kent Campbell’s father), 150,000 shares of its restricted common stock for a purchase price of $0.32 per share for a total purchase price of $48,000.

On March 17, 2014, the Company sold to: (i) Kent Campbell, its Chief Executive Officer, 6,000 shares of its unregistered preferred stock for a purchase price of $0.10 per share for a total of $600, and (ii) Denis Espinoza, its Chief Operations Officer, 4,000 shares of its unregistered preferred stock for a purchase price of $0.10 per share for a total of $400.

On September 17, 2014, the Company, through its wholly owned subsidiary Ashland Holdings, LLC (“Ashland”), completed the purchase of the property located at 5913 Tampa Street, Hanahan, South Carolina 29410 for $82,500.00 from DayBreak Capital, LLC, a related party (“DayBreak”). The purchase price was paid in cash at closing. Kent Campbell, our Chief Executive Officer and a Director, and Denis Espinoza, our President, Chief Operating Officer, and a Director each own 50% of DayBreak. See Note - Property and Equipment.

Note 8 – Subsequent Events

Orangeburg Property

On October 11, 2014 the Company entered into a purchase and sale agreement with unrelated parties to purchase the residential mobile home park located at 1197 Cannon Bridge Rd., Orangeburg, South Carolina 29115 (the “Property”) for $115,000.00 payable in cash at closing. The material terms of the agreement to acquire this property include: (i) an initial deposit from the Company in the amount of $2,500 which amount has been paid and shall be credited to the purchase price of the property at closing; (ii) a property inspection period that expires 60 days after the Sellers deliver documents requested by the Company during which time Company can terminate the agreement at any time within the period by delivering written notice to the Sellers; and (iii) a closing date for the sale of the Property that shall occur on or before 30 days after the inspection period. The agreement also contains additional covenants, representations and warranties that are customary of real estate purchase and sale agreements.

Lady Lake Property

On October 31, 2014, the Company completed the purchase of a 960 square foot residential located at 13537 County Road 109E-1, Lady Lake, Florida 32159 for $53,000 which amount was paid in cash at closing. The amount of the purchase price was reduced by $1,500 from the previously reported price of $54,500 to cover plumbing repairs to the property.

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

The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.

Overview

Great Plains Holdings, Inc. (“we”, “us”, the “Company”, “Great Plains”) was incorporated in Nevada on December 30, 1999 under the name LILM, Inc. We changed our name effective December 3, 2013 in connection with our plans to diversify our business through the acquisition and operation of commercial real estate, including but not limited to self-storage facilities, apartment buildings, 55+ senior manufactured homes communities, and other income producing properties. Historically, we have been engaged in the manufacture, marketing and sales of the LiL Marc, a plastic boys’ toilet-training device constructed of white polyethylene plastic having the appearance of white porcelain.

Outlook

Lil Marc. Sales of Lil Marc toilet training devices have increased year over year. During the three months ended September 30, 2014 revenues related to sales of this product have increased by approximately $1,658 compared to the same period in 2013. The sales volume of our LiL Marc urinal has increased as we began to see results of recently implemented marketing strategies and inventory levels. Sales remain affected, however, by a Chinese company that is offering virtually the same product as ours for a price that is substantially below our selling price and our cost. We are monitoring our sales performance following our attendance at the ABC KIDS Expo juvenile products industry trade show in Las Vegas in September 2014 and depending on the outcome of our sales efforts, we intend to explore strategic alternatives including, but not limited to, the outright sale of this business and its assets.

Real Estate. We have been evaluating several real estate development projects and acquisition of existing income producing properties. We completed the purchase of three properties since December 2013 and have entered into a contract to acquire one additional property as of the date of this report. We will continue to identify and acquire additional income producing properties on an opportunistic basis using existing working capital. We will also continue to identify sources of additional financing to complete one or more real estate development projects we have been exploring.

Other Investments. On April 10, 2014, we purchased a 1.67 % interest in a limited partnership that owns an 80% working interest and a 60% net revenue interest in the Engleke Lease, an oil and gas lease covering the Austin Chalk, Eagle Ford and Buda reservoirs located in the Luling-Banyon field area in Guadalupe County, Texas. This lease contains 14 oil and gas wells (12 producing wells and 2 injection wells) that are employing re-stimulation and secondary recovery efforts with targeted remaining recoverable reserves of 2,990,000 barrels of oil. We are unable to determine at this time the amount of revenue, if any, to be generated from this investment.

Results of Operations

The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.

Revenue

During the three months ended September 30, 2014, total sales were $6,682 compared with $558 for the same period in 2013, an increase of $6,124. During the nine months ended September 30, 2014, total sales were $17,563 compared with $13,269 for the same period in 2013, an increase of $4,294. This increase is primarily a result of (i) $1,658 in increased sales volume of our LiL Marc urinal during the three month period ended September 30, 2014 as we increased inventory levels and began to see results of recently implemented marketing strategies and (ii) approximately $4,800 in rental income from our recently acquired real estate.

Our cost of goods sold for the three months ended September 30, 2014 increased by $1,507 compared to the same period in 2013 and for the nine months ended September 30, 2014 compared to the same period in 2013 by $3,795. This increase is primarily a result of increased LiL Marc sales volume as our margins increased slightly as a result of higher rental income which has a no cost of goods associated with it. We are unable to predict our gross profit for the remainder of 2014 as we develop sales forecasts and assess the results of planned marketing initiatives. Costs of goods are also subject to change based on U.S. based shipping costs from California to our warehouse in Florida.

Operating Expenses

Total operating expenses for the three months ended September 30, 2014 were $52,117, an increase of $45,194 compared to the same period in 2013. During the nine months ended September 30, 2014, total operating expenses were $189,565 compared with $33,122 for the same period in 2013, an increase of $156,443. This increase was primarily a result of an increase in professional and consulting fees related to our SEC compliance and fees incurred to conduct due diligence on investment opportunities and other general operating expenses. We expect further increases in our operating expenses if we ramp up our sales efforts for the LiL Marc urinal and continue our commercial real estate acquisition strategy discussed above.

Net Loss

The net loss for the three months ended September 30, 2014 was $54,665, an increase of $47,666 compared to the same period in 2013. The net loss for the nine months ended September 30, 2014 was $184,534 an increase of $161,890 compared to the same period in 2013. This increase was primarily a result of an increase in operating expenses partially offset by an increase in revenue as discussed above.

Liquidity and Capital Resources

Liquidity is a measure of a company’s ability to meet potential cash requirements. At September 30, 2014, we had working capital of $1,131,841 consisting of $1,151,442 in cash, $258 in accounts receivable and $12,632 in inventory offset by current liabilities of $32,491. At December 31, 2013, we had $1,490,520 of working capital consisting of $1,479,152 in cash, $15,712 in inventory and $2,875 in prepaid expenses, $285 in accounts receivables offset by current liabilities of $7,504. Total liabilities at September 30, 2014 and December 31, 2013 were $33,441 and $7,504, respectively.

Net cash used in operating activities was $170,616 during the nine months ended September 30, 2014 compared to $46,664 in the same period in 2013, an increase of $123,952. The increase in cash used in operating activities is primarily attributable to an increase in net loss and a decrease in accounts payable, partially offset by an increase in debt discount amortization, depreciation, prepaid assets, inventory and refundable deposits.

Net cash used in investing activities was $238,094 during the nine months ended September 30, 2014 compared to $0 in the same period in 2013, an increase of $238,094 as a result of investments in real estate and an investment in oil and gas leases.

Net cash provided by financing activities was $81,000 during the nine months ended September 30, 2014 compared to $1,539,220 in the same period in 2013, a decrease of $1,458,220. The decrease was primarily a result of a reduction of proceeds from the issuance of common stock, partially offset by an increase of $68,000 in proceeds from convertible debt and $1,000 in proceeds from the issuance of preferred stock.

Convertible Note to KBM Worldwide, Inc.

On August 22, 2014 (the “Issuance Date”), the Company issued a convertible promissory note in the principal amount of $68,000 to KBM Worldwide, Inc. (“KBM”) in exchange for KBM’s investment of $68,000.00 (the “Note”). The convertible note bears interest at 8% per annum with all outstanding principal and accrued interest due and payable on the maturity date, which is May 18, 2015 (the “Maturity Date”). Any amount of principal or interest that is due under the Note, which is not paid by the Maturity Date, will bear interest at the rate of 22% per annum until it is paid. The Note is convertible by KBM into the Company’s common stock at any time during the conversion period, which begins 180 days after the Issuance Date and ends on the later of (i) the Maturity Date and the (ii) date of payment of the default amount (“Conversion Period”). The conversion price for each share is 61% multiplied by the lowest average three day market price of the Common Stock during the ten trading days prior to the relevant notice of conversion.

As discussed above, our sales volume of our LiL Marc products have increased in the period ended September 30, 2014* as we began to see results of recently implemented marketing strategies and inventory levels. With regard to our real estate plans, we have seen increases in revenue as a result of recent acquisitions and continue to look for real estate development projects. Although as a result of these factors, our revenues have increased, we are unable to determine at this time if and when we may achieve a profitable level of operations. We believe, however, that our cash is adequate for at least the next 12 months.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Forward-Looking and Cautionary Statements

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. A list of factors that could cause our actual results of operations and financial condition to differ materially is set forth below, and these factors are discussed in greater detail under the “Risk Factors” section of our Annual Report on Form 10-K as filed with the SEC on April 4, 2014:

●	the ability to maintain current business and, if feasible, expand the marketing of products;

●	the ability to attract and retain new individual and retail customers;

●	the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;

●	uncertainties involved in the rate of growth of business and acceptance of the Company’s product;

●	anticipated size or trends of the market segments in which we compete and the anticipated competition in those markets;

●	future capital requirements and our ability to satisfy our needs; and

●	general economic conditions.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

This item is not required for a smaller reporting company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and chief financial officer, have concluded that, as of September 30, 2014, our disclosure controls and procedures were not effective for the reasons discussed below.

·	Material Weakness – The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked a sufficient complement of accounting personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements.

·	Significant Deficiencies – Inadequate segregation of duties.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a sufficient number of accounting personnel with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Control.

There were no changes identified in connection with our internal control over financial reporting during the three months ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

Item 1A. Risk Factors

This item is not required for a smaller reporting company.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

This Item is not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description

3.1	Certificate of Designation, Preferences, and Rights of Series A Preferred Stock (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 8, 2014).

4.1	Convertible Promissory Note between the Company and KBM Worldwide, Inc. dated August 22, 2014 (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 26, 2014).

10.1	Agreement for the Purchase and Sale of Real Estate between Ashland Holdings, LLC and TD Bank dated October 29, 2013 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 1, 2013).

10.2	Release Agreement between the Company and George I. Norman dated August 15, 2014 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 15, 2014).

10.3	Securities Purchase Agreement between the Company and KBM Worldwide, Inc. dated August 22, 2014 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 26, 2014).

10.4	Sale and Purchase Agreement between the Company and Jonathon and Jessica Delavan dated October 2, 2014 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 9, 2014).

10.5	Purchase and Sale Agreement between the Company and Marie and Stanley Mitchell dated October 4, 2014 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 15, 2014).

31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1*	Section 1350 Certifications

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

*	Filed herewith.
**	The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

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.

	Great Plains Holding, Inc.

Date: November 7, 2014	By: /s/ Kent Campbell
	Kent Campbell
	Chief Executive Officer
	(Principal Executive Officer)


Date: November 7, 2014	By: /s/ Sarah Campbell
	Sarah Campbell
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

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