Item 1. Financial Statements

GAMEPLAN, INC.

(A Development Stage Company)

Condensed Balance Sheets

(Unaudited)

See accompanying notes to condensed financial statements.

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GAMEPLAN, INC.

(A Development Stage Company)

Condensed Statements of Operations

For the three and nine month periods ended September 30, 2014 and 2013

and for the period from inception through September 30, 2014

(Unaudited)

See accompanying notes to condensed financial statements.

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GAMEPLAN, INC.

(A Development Stage Company)

Condensed Statements of Cash Flows

For the nine month periods ended September 30, 2014 and 2013

and for the period from inception through September 30, 2014

(Unaudited)

See accompanying notes to condensed financial statements

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GAMEPLAN, INC.

(A Development Stage Company)

Notes to Condensed Financial Statements

September 30, 2014

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.   Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  These interim financial statements include all adjustments consisting of normal recurring entries, which in the opinion of management, are necessary to present a fair statement of the results for the period.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The results of operations for the period ended September 30, 2014, are not necessarily indicative of the operating results for the full year.

NOTE 2 – RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2014, shareholders loaned an additional $91,006 to the Company to pay operating expenses. These loans bear interest at 8% per annum. The payable to shareholders accrued $85,896 in interest for the nine months ended September 30, 2014. These loans are due on demand. If no demand then the entire unpaid balance and accrued interest is due and payable on or before March 1, 2015 with no penalty for prepayment.

NOTE 3 – GOING CONCERN

The Company has incurred losses from inception, has a net working capital deficiency, and has no operating revenue source as of September 30, 2014.  Financing the Company’s activities to date has primarily been the result of borrowing from a shareholder and others.  The Company’s ability to achieve a level of profitable operations and/or obtain additional financing may impact the Company’s ability to continue as it is presently organized.  Management plans to pursue the business plan of its wholly-owned subsidiary Vpartments, Inc. as discussed in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS

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

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NOTE 5 – STOCK OPTIONS

Incentive Stock Option Plan

On October 17, 2008 the Board adopted an Incentive Stock Option Plan and, pursuant to that Plan, adopted the following Incentive Stock Option Plan for each Director: Each Director (5) was given the option to purchase 100,000 Rule 144 shares of the common voting stock of GamePlan, Inc. yearly for a period of 5 years at the strike price of $0.20 per share through all option periods. Each option exercise period shall be for a term of three (3) years from the date of the option grant. The first option period commenced on the date of this meeting (Oct. 17, 2008). Subsequent options shall be granted on Oct. 17, 2010, Oct. 17, 2011, Oct. 17, 2012 and the final stock option grant on Oct. 17, 2013 on condition that the Directors are Directors at the time of the subsequent option grants.  The Company determined that all 2,500,000 were granted for financial reporting purposes on October 17, 2008 based on the guidance in FASB ASC 718, Stock Compensation.  The Company and the Directors have a mutual understanding of the key terms and conditions of the award.  The Directors are immediately affected by changes in the Company’s share price. The Company is obligated to issue the options if the director satisfies the service requirement.  Finally, all necessary approvals were obtained.  In all events, GamePlan Inc. shall have the right of first refusal to meet the sale price of the stock.

Options

On April 1, 2014, the Company granted options to purchase 6,000,000 shares of its unregistered and restricted common stock to its President and CEO, Robert G. Berry, at an exercise price of $0.20 per share. The options vested upon the date of the grant and are exercisable for a period of five years from the Closing date of the Plan. The fair value of the options on the date of grant, using the Black-Scholes model, is $2,300,497. Variables used in the Black-Scholes option-pricing model for the options issued include: (1) a discount rate of 1.74%, (2) expected term of 2.5 years, (3) expected volatility of 284.9%, and (4) zero expected dividends.

During the nine months ended September 30, 2014, the Company recognized stock option based compensation expense of $2,300,497. The remaining amount of unamortized stock options expense at September 30, 2014 was -0-.

The intrinsic value of outstanding and exercisable options at September 30, 2014 and December 31, 2013 was $-0-, respectively.

Option activity during the nine months ended September 30, 2014 was:

NOTE 6 – COMMON STOCK

On February 18, 2014, our Board of Directors declared a dividend on our outstanding common stock on the basis of ten for one (10 for 1) so that the net effect of the dividend is a ten for one forward split of our outstanding common stock. Accordingly, the stock dividend was treated as a forward split and all common share and per share amounts have been retroactively adjusted to reflect this re-capitalization.

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NOTE 7 – MERGER EVENT

On April 2, 2014, the Company closed on an Agreement and Plan of Merger with VPartments, Inc.; VPartments Acquisition Corp., a Georgia corporation that was formed as a wholly-owned subsidiary of the Company; and Mark D. Anderson, Sr., who was the beneficial owner of approximately 60.1 percent of the issued and outstanding shares of common stock of VPartments, Inc. At closing, Vpartments Acquisition Corp. merged with and into VPartments, Inc. The Company issued a total of 150,525,000 “unregistered” and “restricted” shares of its common stock to the stockholders of VPartments Inc., causing such stockholders to become the collective owners of approximately 90.8 percent of the Company’s issued and outstanding shares of common stock.   On April 2, 2014, VPartments Acquisition Corp. ceased to exist by virtue of its merger into VPartments; and VPartments, Inc. became a wholly-owned subsidiary of the Company.

Prior to the execution of the Plan and the Closing of the Merger, the Company had no material assets or operations. Following the Closing, the business and plan of operation of the Company will be those of its wholly-owned subsidiary, VPartments, Inc., which are described below.

VPartments is the developer and owner of VPartments.com – a social commerce site that we believe to be a disruptive departure from online social networking norms. VPartments provides an interactive portal for people to connect in a more meaningful way by maximizing the full potential of cutting edge 3D technologies.

NOTE 8 – SUBSEQUENT EVENT

On October 16, 2014 500,000 fully vested stock options expired.  These options had an exercise price of $0.20 per share and a term of three years.

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

Forward Looking Statements

From time to time, our representatives or we have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission (the “Commission”). Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the discussion of certain important factors included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and its Current Reports on Form 8-K filed with the Commission on March 28, 2014, and April 3, 2014, respectively, that could cause actual results to differ materially from such forward-looking statements.

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

The risks identified here and in the Company's Form 10-K for the fiscal year ended December 31, 2013, and its Current Reports on Form 8-K filed with the Commission on March 28, 2014, and April 3, 2014, respectively, are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

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

Business Overview

For the last several years the Company attempted to bring to market through mergers or acquisitions comprehensive business plans described in the Company’s previous Annual Reports. After many years of focused efforts to do so, we were not able to gain traction for these plans. With our acquisition of VPartments, Inc., as disclosed in our Current Reports on Form 8-K filed with the Commission on March 28, 2014, and April 3, 2014, respectively, the game plan has now changed with our acquisition of VPartments.

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Summary of Company history

The Company (Qsip # 36465 c 10 5, Tax I.D. # 870493596, publicly traded under the symbol GPLA.OB) was incorporated in Utah on August 26, 1981 under the name Sunbeam Solar, Inc. On April 27, 1984, common stock was sold publicly. During the latter part of 1991, Robert G. Berry purchased ninety percent (90%) of the Company’s stock. On December 23, 1991 the Company merged with GamePlan, Inc., a Nevada public corporation. From 1992 to 1995 GamePlan actively sought gaming opportunities both in Indian and non-Indian venues and had gaming consulting contracts with the Menominee Tribe in Wisconsin and the San Carlos Apache Tribe in Arizona. From 1996 until the completion of the GamePlan acquisition on April 2, 2014, the Company was a public shell and is current in all regulatory filings required of bulletin board companies. On August 1, 2011 the Company amended its articles of incorporation to increase the Company’s authorized common stock from 50,000,000 to 250,000,000 shares and the creation of a class of preferred stock, par value $0.001, with 50,000,000 authorized. The preferred stock will have the designations, rights, and preferences as may be determined by the board of directors.

On February 18, 2014, our Board of Directors declared a dividend on our outstanding common stock on the basis of ten for one (10 for 1) so that the net effect of the dividend is a ten for one forward split of our outstanding common stock.   Accordingly, the stock dividend was treated as a forward split and all common share and per share amounts have been retroactively adjusted to reflect this re-capitalization.

As of September 30, 2014, following the closing of the VPartments acquisition on April 2, 2014, of the 250 million shares authorized there were 165,750,000 common shares outstanding with no appreciable market value. As of September 30, 2014, the Company was indebted to its controlling shareholders in the amount of $1,575,429.

OPERATING RESULTS - OVERVIEW

For the three months ended September 30, 2014 we incurred a net loss of $33,950, a decrease of $24,868 from $58,818 for the three months ended September 30, 2013.  The decrease in general operating expenses was primarily due to a decrease in professional service fees.

For the nine months ended September 30, 2014 we incurred a net loss of $2,465,615, an increase of 2,301,038 from $164,577 for the nine months ended September 30, 2013. The increase was primarily due to stock compensation expense related to the options granted as discussed in Note 5 above.

The basic loss per share for the nine months ended September 30, 2014 and 2013 was $(0.02), and $(0.11), respectively.

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

OPERATING RESULTS REVENUES

Revenues for the nine months ended September 30, 2014 and 2013 were $570 and $-0-, respectively.

OPERATING RESULTS COST OF SALES

There were no costs were incurred for the nine months ended September 30, 2014 and 2013, respectively.

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OPERATING RESULTS OPERATING EXPENSES

Operating expenses for the three months ended September 30, 2014 decreased by $26,784 to $5,127 as compared to $31,911 for the three months ended September 30, 2013. General and administrative expenses decreased by $2,847 to $5,127 as compared to $7,974 for the three months ended September 30, 2013. General and administrative expenses were incurred for general business purposes including accounting, legal, and consulting fees incurred in relation to our filings with the Commission. Compensation expenses were $-0- for the three months ended September 30, 2014 and $23,937 for the three months ended September 30, 2013. There were no new stock based compensation expenses incurred for our officers and directors in lieu of cash compensation for the three months ended September 30, 2014.

Operating expenses for the nine months ended September 30, 2014 increased by $2,293,806 to $2,380,289 as compared to $86,483 for the nine months ended September 30, 2013. General and administrative expenses increased by $65,118 to $79,792 as compared to $14,674 for the nine months ended September 30, 2013. General and administrative expenses were incurred for general business purposes including accounting, legal, and consulting fees incurred in relation to our filings with the Commission. Compensation expenses were $2,300,497 for the nine months ended September 30, 2014 and $71,809 for the nine months ended September 30, 2013.

OPERATING RESULTS INTEREST EXPENSES

Interest expense for the three months ended September 30, 2014 increased $2,570 to $29,393 as compared to $26,907 for the three month period ended September 30, 2013.

Interest expense for the nine months ended September 30, 2014 increased $7,802 to $85,896 as compared to $78,094 for the prior year nine month period for loans due to shareholders.

LIQUIDITY

As of September 30, 2014, the Company had assets of $11,054 of which $304 was cash in the bank, $1,250 was a prepaid expense and $9,500 a loan receivable to Mark Andersen. The Company had total liabilities of $1,587,929, of which $1,541,475 is owed to three shareholders.

Plan of Operation

As stated in NOTE 7 – MERGER EVENT, The new plan of the Company is to pursue operations in the business of online socialization through its wholly-owned subsidiary VPartments, a social commerce platform that will endeavor to derive its revenue from several streams within its social community.  As our website and mobile application ramp up membership numbers, we expect that a number of brands will want to make a meaningful connection with those members.  Brands will generally be charged monthly rates for advertising in our 3D virtual community; with methods ranging from commercials (placed between video content pieces on the video screens within the 3D space), to sponsorships (such as a travel-related brands having their logo & tag line attached to the travel log pop-up within the 3D space), and on to product placements (for a variety of consumer brands to place 3D representations of their products throughout the virtual space – i.e. furnishings, appliances, consumables, etc.).

We will require an as-yet-undetermined amount of additional capital in order to accelerate VPartments’ growth.  We expect such capital to be obtained through debt and/or equity financings, but do not currently have any commitments in this regard.  Apart from such cash requirements, the Company will continue to incur expenses relating to maintenance of the Company in good standing, filing required reports with the Commission and other regulatory agencies. The Company believes that such additional maintenance expenses will be advanced by management or principal stockholders as loans to the Company. However, there can be no assurance that the management or stockholders will continue to advance operating funds to the Company.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Our management evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2014, pursuant to paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act. This evaluation included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Quarterly Report. Our management has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of September 30, 2014.

Changes in Internal Control over Financial Reporting

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

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

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

The Company has not issued or sold any unregistered securities during the three months period ended September 30, 2014.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Item 5. Other Information

Robert G. Berry; Jon T. Jenkins - Promissory Notes

On. January 1, 2014 the Company executed a promissory note in the principal amount of $1,006,440. The note is payable to Robert G. Berry, bears interest at the rate of 8% per annum and is payable on demand. If no demand is made, the entire principal amount and accrued interest on the note will be due and payable on March 1, 2015. As of September 30, 2014 the Company owes Robert G. Berry $1,071,221. On January 1, 2014 the Company also executed in favor of Jon T. Jenkins a promissory note in the principal amount of $393,012. This note also bears interest at 8% per annum, is payable on demand, and is due and payable on March 1, 2015, if demand is not made before that date. As of September 30, 2014 the Company owes Jon T. Jenkins $419,208. Each of these notes memorializes amounts that Messrs. Berry and Jenkins have advanced on the Company’s behalf for the past several years. In addition the Company executed a promissory note on July 1, 2014 payable to Robert G. Berry in the principal amount of $40,854. for merger expenses. The note bears interest at 8% per annum and is payable on demand. If no demand then the entire unpaid balance and accrued interest is due and payable on or before March 1, 2015. A second promissory note for merger expenses was executed by the Company in favor of Jon T. Jenkins in the principal amount of $40,920 on July 1, 2014. The note bears interest at 8% per annum and is payable on demand. If no demand then the entire unpaid balance and accrued interest is due and payable on or before March 1, 2015.

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Item 6. Exhibits

·

Filed herewith.

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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