Creatd, Inc. - Quarter Report: 2015 March (Form 10-Q)

greatplains.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 March 31, 2015

[ ]	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 May 13, 2015
Common Stock, $0.001 par value	8,321,655

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	11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14

Item 4.	Controls and Procedures	14

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	15

Item 1A.	Risk Factors	15

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3.	Defaults Upon Senior Securities	15

Item 4.	Mine Safety Disclosures	15

Item 5.	Other Information	15

Item 6.	Exhibits	16

	Signatures	17

This report contains forward-looking statements. 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 report 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. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A - “Risk Factors” of our Annual Report of Form 10-K for the year ended December 31, 2014.

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.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

GREAT PLAINS HOLDINGS INC AND SUBSIDIARIES
Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2015			2014
	(UNAUDITED)
Assets
Current Assets
Cash and Cash Equivalents	$	643,657		$	969,094
Assets held for discontinued operations		4,677			1,737

Total Current Assets		648,334			970,831

Property and Equipment
Property and Equipment		381,163			323,842
Less: Accumulated Depreciation		(10,000	)		(6,814	)
Land		72,105			58,201

Net Property and Equipment		443,268			375,229

Other Assets
Deposits		5,000			11,500

Total Other Assets		5,000			11,500

Total Assets	$	1,096,602		$	1,357,560


Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable and Accrued Expenses	$	195		$	22,726
Convertible Debt (net of discount of $0 and $44,810)		-			66,190
Liabilities held for discontinued operations		-			9

Total Current Liabilities		195			88,925

Long-Term Liabilities
Refundable Deposits		1,950			1,450

Total Long-Term Liabilities		1,950			1,450

Total Liabilities		2,145			90,375

Stockholders' Equity
Preferred stock, 20,000,000 shares authorized
Series A Preferred stock, $.001 par value, 10,000 and 10,000 shares issued and outstanding, respectively		10			10
Series B Preferred stock, $.001 par value,10,000 and 10,000 shares issued and outstanding, respectively		10			10
Common stock, 300,000,000 shares authorized, $.001 par value, 8,321,655 and 8,040,625 shares issued and outstanding, respectively		8,322			8,041
Additional Paid in Capital		1,961,592			1,951,063
Accumulated Deficit		(875,477	)		(691,939	)

Total Stockholders' Equity		1,094,457			1,267,185

Total Liabilities and Stockholders' Equity	$	1,096,602		$	1,357,560

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
		March 31,			March 31,
		2015			2014
Sales
	Rent Revenue	$	11,097		$	1,350

	Total Sales		11,097			1,350

Operating Expenses
	Depreciation and Amortization		3,186			1,102
	General and Administrative		99,978			60,337
	Impairment loss on investment		17,788			-

	Total Operating Expenses		120,952			61,439

	Operating Loss		(109,855	)		(60,089	)

Other Income (Expenses)
	Interest Expense		(76,912	)		-
	Investment Income		281			-

	Total Other Income (Expenses)		(76,631	)		-

	Net Loss from Continuing Operations before Income Taxes		(186,486	)		(60,089	)

	Net Loss from Continuing Operations		(186,486	)		(60,089	)

Discontinued Operations
	Income (Loss) on discontinued operations - net of tax		2,948			(6,167	)

	Net Loss	$	(183,538	)	$	(66,256	)

	Loss per share of common stock (basic and diluted) continuing operations		(0.02	)		(0.01	)

	Loss per share of common stock(basic and diluted) discontinued operations		0.00			(0.00	)

	Total loss per share of common stock (basic and diluted)	$	(0.02	)	$	(0.01	)

	Weighted average shares outstanding (basic and diluted)		8,146,160			8,030,625

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)

	Three Months Ended
	March 31,			March 31,
	2015			2014
Cash Flows from Operating Activities
Net Income (Loss)	$	(183,538	)	$	(66,256	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and Amortization		3,186			1,716
Debt discount amortization		44,809			-
Impairment loss on investment		17,788
Change in Operating Assets and Liabilities:
Prepaid Assets		-			2,875
Interest Receivable		(88	)		(600	)
Accounts Payable and Accrued Expenses		(22,531	)		(7,504	)
Refundable Deposits		500			-
Net Cash Used In Continuing Operating Activities		(139,874	)		(69,769	)

Net Cash Used In Discontinued Operating Activities		(2,948	)		1,365

Net Cash Used In Operating Activities:		(142,822	)		(68,404	)

Cash Flows from Investing Activities
Purchases of Property and Equipment		(72,416	)		(117,229	)
Deposits		(5,000	)		-
Payment for Loan		(6,200	)		-
Net Cash Used In Continuing Financing Activities		(83,616	)		(117,229	)

Net Cash Used In Discontinued Financing Activities		-			-

Net Cash Used In Investing Activities:		(83,616	)		(117,229	)

Cash Flows from Financing Activities
Repayment of Convertible Debt		(98,999	)		-
Proceeds from the Issuance of Preferred Stock		-			1,000
Proceeds from the Issuance of Common Stock		-			12,000
Net Cash Provided By (Used In) Continuing Financing Activities		(98,999	)		13,000

Net Cash Used In Discontinued Financing Activities		-			-

Net Cash Provided By (Used In) Financing Activities:		(98,999	)		13,000

Net Change in Cash & Cash Equivalents		(325,437	)		(172,633	)

Beginning Cash & Cash Equivalents		969,094			1,479,152

Ending Cash & Cash Equivalents	$	643,657		$	1,306,519

CASH PAID FOR:

Interest	$	34,489		$	0
Taxes	$	-		$	0

Supplemental Disclosures of Noncash Investing and Financing Activities

Amount allocated to APIC associated with the purchase of real estate between entities under common control	$	(1,190	)	$	0

Stock issued upon conversion of debt to equity	$	12,000		$	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

March 31, 2015

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, but is changing its focus to residential and commercial rental real estate as well as exploring other business opportunities.

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 three months ended March 31, 2015 are not necessarily indicative of the results that can be expected for the year ending December 31, 2015.

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.

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 March 31, 2015, the Company has $376,606 in excess of federally insured limits.

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.

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. The Company reviews long-lived assets for impairment at the individual asset or the asset group level for which the lowest level of independent cash flows can be identified.

GREAT PLAINS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2015

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. Impairment expense of $17,788 and $0 has been recorded on long-lived assets for the periods ended March 31, 2015 and 2014, respectively.

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
	Improvements	10 to 20 years
	Building	40 years
	Income Producing Properties	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.

Recognition of Sales Revenue

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.

Recognition of Rental Income

Revenue from lease of residential and commercial properties is recognized when earned with the passage of time per the terms of the leases in effect.

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.

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 March 31, 2015 and 2014, there were 0 common stock equivalents outstanding.

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 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. Kent Campbell, the Company’s Chief Executive Officer is the majority shareholder of DayBreak Capital, LLC. Therefore, as this 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 agreed upon cost and the historical cost was recorded to additional paid-in capital ($4,440).

GREAT PLAINS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2015

On October 31, 2014, the Company acquired a mobile home located in Lady Lake, Florida. The real estate and improvements located on it were acquired from an unrelated party for a purchase price of $53,000 plus customary closing costs. The Company paid the purchase price in cash at closing.

On December 12, 2014, the Company acquired a mobile home located in Wildwood, Florida. The real estate and improvements located on it were acquired from an unrelated party for a purchase price of $29,000 plus customary closing costs. The Company paid the purchase price in cash at closing.

On December 22, 2014, the Company acquired a mobile home located in Wildwood, Florida. The real estate and improvements located on it were acquired from an unrelated party for a purchase price of $27,000 plus customary closing costs. The Company paid the purchase price in cash at closing.

On March 9, 2015, 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 $66,815. Kent Campbell, the Company’s Chief Executive Officer is the majority shareholder of DayBreak Capital, LLC. Therefore, as this was a transaction between entities under common control, the Company recorded the cost of the land and buildings at historical cost. These amounts were $13,904 for the land, and $51,721 for the buildings (total cost of $65,625). The difference between the agreed upon cost and the historical cost was recorded to additional paid-in capital ($1,190).

Property and equipment are stated at cost and consist of the following categories as of March 31, 2015 and December 31, 2014:

	March 31, 2015			December 31, 2014
Land		72,105			58,201
Furniture & Fixtures		19,832			19,832
Buildings		119,637			119,637
Improvements		21,461			15,861
Income Producing Properties		220,233			168,512
Total Property & Equipment		453,268			382,043
Less: Accumulated Depreciation & Amortization		(10,000	)		(6,814	)

Net Property and Equipment		443,268			375,229

Note 4 - Long Term Investments and Deposits

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. At December 31, 2014, the Company noted indicators of impairment due to the return on the investment not being what was anticipated. Accordingly, the Company performed an impairment analysis and based on that analysis determined the investment was fully impaired. Therefore, the Company recorded an impairment loss on this investment of $30,000 for the year ended December 31, 2014.

On December 10, 2014, the Company entered into a securities purchase (with subsequent amendment dated January 30, 2015) and royalty agreement with Bonjoe Gourmet Chips, LLC, (“Bonjoe”) a Florida limited liability company, and its members Joseph Trudel and Gilbert Hess. The Company delivered $11,500 under the original agreement, which was being held as a deposit until the exchange was complete. Additionally, the Company provided Bonjoe with a $6,200 working capital loan that accrued interest of $88 through March 31, 2015. As of March 31, 2015, the Company determined it would no longer pursue this opportunity and therefore determined an impairment loss was necessary. The Company recorded a related impairment loss of $17,788, as of March 31, 2015.

GREAT PLAINS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2015

Note 5 - Convertible Debt

On August 22, 2014, the Company entered into a securities purchase agreement with KBM Worldwide, Inc. (“KBM”), whereby KBM agreed to invest $68,000 into the Company in exchange for the Company’s issuance of a convertible promissory note, which bears interest at 8% per annum. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which is May 18, 2015. The Note is convertible by KBM into common stock of the Company at any time during the conversion period, which begins February 18, 2015 (180 days after the issuance) and ends May 18, 2015 (at maturity). 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.

On November 17, 2014, the Company entered into a securities purchase agreement with KBM Worldwide, Inc., whereby KBM agreed to invest $43,000 into the Company in exchange for the Company’s issuance of a convertible promissory note, which bears interest at 8% per annum. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which is August 19, 2015. The Note is convertible by KBM into common stock of the Company at any time during the conversion period, which begins May 16, 2015 (180 days after the issuance) and ends August 19, 2015 (at maturity). 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.

We determined the conversion feature associated with these convertible notes 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 and $27,492 for the notes described above. Amortization of the beneficial conversion feature triggered by this convertible note is reported as interest expense on the income statement. A total of $28,658 was recorded as interest expense for the year ended December 31, 2014, of which $26,272 related to debt discount amortization and $2,386 related to stated interest. A total of $50,621 was recorded as interest expense through March 19, 2015 (date notes were paid off – see below), of which $18,518 related to debt discount amortization, $1,314 related to stated interest, and $30,789 related to a prepayment premium.

On February 23, 2015, the Company issued 281,080 shares of common stock upon receipt of a conversion request from KBM, for $12,000 in convertible debt, associated with the August 22, 2014 promissory note.

On March 19, 2015, the Company paid both notes in full (including accrued interest) with available cash in the operating account. The remaining debt discount was amortized to interest expense ($26,291).

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 8,321,655 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, and 10,000 shares designated as Series B Preferred Stock, $0.001 par with 10,000 shares of Series B Preferred issued and outstanding as of December 31, 2014.

The Series A Preferred Stock has 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.

The Series B Preferred Stock has the following designations, rights, and preferences:

·	The stated value of each shares is $0.001;

·	Each share shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event that such votes do not total at least 51% of all votes, then the votes cast by the holders of the Series B preferred stock shall equal to 51% of all votes cast at any meeting of the Company’s stockholders or any issue put to the stockholders for voting;

·	Except as otherwise provided in the Certificate of Designation, the Company’s Articles, or by law, the holders of Series B 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 B Preferred Stock are not entitled to dividends or distributions.

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

March 31, 2015

During the year ended December 31, 2014, the Company issued 37,500 common shares for cash of $12,000; 10,000 series A preferred shares for cash of $1,000; 10,000 common shares for services, valued at $10,000; and 10,000 series B preferred shares for cash of $5,000.

On February 23, 2015, the Company issued 281,030 shares of common stock upon receipt of a conversion request from KBM, for $12,000 in convertible debt, associated with the August 22, 2014 promissory note.

Note 7 - Significant Transactions with Related Parties

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 November 30, 2014, the Company sold to: (i) Kent Campbell, its Chief Executive Officer, 10,000 shares of its unregistered series B preferred stock for a purchase price of $0.50 per share for a total of $5,000.

Note 8 - Discontinued Operations

On December 31, 2014, the Board of Directors committed to a plan to discontinue operations of its subsidiary Lil Marc, Inc. (“Lil Marc”). Lil Marc manufactures, markets and sells the LiL Marc, a plastic boys’ toilet-training device. Due to declining sales and a competitor selling the same product for a price below the Company’s cost, the Company intends to discontinue this business. This decision represents a strategic shift in operations to focus efforts and resources on its real estate operations, oil and gas leasing property, and other business opportunities.

The assets and liabilities held for discontinued operations presented on the balance sheet as of March 31, 2015 and December 31, 2014 consisted of the following:

	March 31,		Dec. 31
Assets:	2015		2014
Cash and Cash Equivalents		4,677		1,200
Accounts Receivable		0		537
Total Current Assets		4,677		1,737

Current Liabilities:
Accounts Payable		0		9
Total Current Liabilities		0		9

GREAT PLAINS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2015

The losses from discontinued operations presented in the income statement for the three months ended March 31, 2015 and the three months ended March 31, 2014 consisted of the following:

	March 31,			March 31,
	2015			2014
Revenue		8,312			5,035
Cost of Goods Sold		(3,712	)		(1,418	)
Gross Profit		4,600			3,617
Operating Expenses:
Depreciation and Amortization		-			(614	)
General and Administrative		(1,652	)		(9,170	)
Total Operating Expenses		(1,652	)		(9,784	)

Net Income (Loss) before Income Taxes		2,948			(6,167	)
Income Tax Benefit		-			-
Net Income (Loss) from Discontinued Operations		2,948			(6,167	)

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

We are engaged in the acquisition and operation of commercial real estate and have acquired a portfolio of income producing properties. In addition, we are seeking opportunistic acquisitions in varying businesses to diversify our revenue streams and increase hard assets and value. Historically, we had been engaged in the manufacture and marketing of the LiL Marc, a plastic boys’ toilet-training device which we discontinued as of December 31, 2014.

Real Estate

As part of our real estate investment strategy, from December 2013 through the date of this report we acquired a total of seven properties, five are in Florida and two are in South Carolina, for a total net investment of approximately $453,268. The following table provides a summary of our portfolio of properties. The estimated useful lives of the buildings and improvement related to these assets is generally between 5 and 40 years.

Property Portfolio - Summary Information

Location	Property Type	Investment Amount		Percentage Leased/Occupied			Monthly Rent		Aprox. Size (Sq. feet)

4060 NE 95th Road, Wildwood, FL	Office Bldg.	$	93,654		100	%	$	950.00		1,400
4090 NE 95th Road, Wildwood, FL	Residential		57,008		100	%		450.00		720
13537 CR 109E-1, Lady Lake, FL	Residential		61,879		100	%		700.00		1200
5913A Tampa, Hanahan, SC	Residential		39,481		100	%		475.00		625
5913B Tampa, Hanahan, SC	Residential		39,481		100	%		575.00		625
806 Oakwood Cir, Wildwood, FL	Residential		27,283		100	%		575.00		700
921 Village Dr, Wildwood, FL	Residential		35,499		100	%		500.00		800
4060A NE 95th Road, Wildwood, FL	Office/Warehouse		33,358		(a)					800
5915A Tampa, Hanahan, SC	Residential		32,813		100	%		575.00		625
5915B Tampa, Hanahan, SC	Residential		32,812		100	%		575.00		625
Total as of March 31, 2015		$	453,268		100	%	$	5,375.00

(a) Used as our office/warehouse.

Outlook and Trends. Prices of properties in the U.S. real estate market have continued to rebound in 2014 and into the first quarter of 2015 and we expect the trend to continue in the remaining quarters in 2015. Increasing prices have created more challenges as the real estate market is demanding a premium in areas that are showing the most strength. Given these challenges, among other factors, we agreed to terminate without cost the previously disclosed agreement to purchase a residential mobile home park in Haines City, Florida on March 30, 2015.

We continue our efforts to expand our real estate holdings through the acquisition and operation of additional commercial real estate properties, including but not limited to self-storage facilities, apartment buildings, 55+ senior manufactured homes communities, and other income-producing properties. During the remaining quarters of 2015 we will, however, evaluate the returns from our real estate operations and potential returns from other opportunistic businesses or industries that we plan to explore and evaluate strategic alternatives for our real estate operations in light of other opportunities we may identify. The number of properties that we may purchase will depend on the amount of funds we have or are able to borrow, the price we pay for the properties we purchase and our evaluation of other opportunistic businesses or industries.

Overall, the outlook remains positive despite these challenges and we are well positioned to make future acquisitions as a result of our cash and ability to borrow funds for a suitable acquisition.

Bonjoe Gourmet Chips

On April 20, 2015 we terminated our previously reported agreement to acquire an interest in Bonjoe Gourmet Chips LLC (“Bonjoe”) because of the unfavorable results of an in-store marketing campaign for its gourmet chips. No termination fees or penalties were incurred by us as part of the termination and we are seeking repayment of the $6,200 we lent Bonjoe as part of the marketing campaign. The royalty payment agreement we entered into with Bonjoe dated December 10, 2014 remains in effect.

Other Investments

In April 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.

We define our accounting periods as follows:

·	“fiscal 2013”—January 1, 2013 through December 31, 2013,

·	“fiscal 2014”—January 1, 2014 through December 31, 2014, and

·	“fiscal 2015”—January 1, 2015 through December 31, 2015.

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.

Comparison of the Three Months Ended March 31, 2015 and March 31, 2014

Revenue

Total revenue increased $9,747 to $11,097 for the three months ended March 31, 2015 compared to $1,350 in the same period in fiscal 2014. This increase in total revenue is primarily due to revenues generated from our real estate acquisitions listed above.

Operating Expenses

Total operating expenses for the three months ended March 31, 2015 increased by $59,513 to $120,952, compared to the same period in fiscal 2014 primarily as a result of an increase of $39,641 in general and administrative expenses related to property and other acquisition costs and accounting and legal fees, a $17,788 impairment loss on our investment in Bonjoe and a $2,084 increase in depreciation and amortization related to our recent real estate acquisitions. We expect a slight increase in our operating expenses as we continue to ramp up our real estate acquisitions and maintain our real estate portfolio.

Other Expenses

Other expenses for the three months ended March 31, 2015 increased by $76,631 to $76,361, compared to in the same period in fiscal 2014 primarily as a result of interest expenses stemming from our increased borrowings partially offset by investment income of $281. We expect our interest expenses to decrease substantially as we have paid off all current borrowings and any future borrowings will vary depending on the amount of properties we acquire and debt financing, if any.

Discontinued Operations

The income on discontinued operations for the three months ended March 31, 2015 increased by $9,115 to $2,948 compared to a loss of $6,167 in the same period in fiscal 2014 as a result of our sales of remaining Lil Marc inventory.

Net Loss

The net loss for the three months ended March 31, 2015 was $183,538, an increase of $117,282 compared to the same period in fiscal 2014, primarily as a result of the increases in expenses discussed above, loss from discontinued operations, partially offset by an increase in revenues related to our real estate acquisitions.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of March 31, 2015, our working capital amounted to $648,139, a reduction of $233,767 as compared to working capital of $881,906 as of December 31, 2014. This decrease is primarily a result of our loss of $183,538 and $72,416 used for acquisition of real estate. Working capital at March 31, 2015 included primarily cash and cash equivalents of $643,657.

Net cash used in continuing operating activities was $139,874 during the three months ended March 31, 2015 compared to $69,769 in the same period in fiscal 2014. The increase in cash used in continuing operating activities is primarily attributable to our net loss and a decrease in accounts payable and accrued expenses, partially offset by debt discount amortization and impairment loss on investment.

Net cash used in discontinued operating activities was $2,948 during the three months ended March 31, 2015 compared to net cash provided by discontinued operating activities of $1,365 in the same period in fiscal 2014. The increase in cash used in discontinued operating activities is primarily attributable to selling off existing inventory from its discontinued operations.

Net cash used investing activities during the three months ended March 31, 2015 was $83,616 compared to $117,229 in the same period in fiscal 2014. The decrease was primarily a result of a reduction in the amount of purchases of property and an increase in a loan to Bonjoe.

Net cash used in financing activities during the three months ended March 31, 2015 was $98,999 compared to cash provided by investing activities of $13,000 in the same period in fiscal 2014. The increase was primarily a result of payment of a convertible debt partially offset by an absence of proceeds from sale of common and preferred stock in fiscal 2014.

Cash paid for interest during the three months ended March 31, 2015 was $34,489 compared to $0 in the same period in 2014 as a result of interest paid on our convertible debt which was paid in full during the quarter ended March 31, 2015.

We allocated $11,719 to additional paid in capital as a result of our issuance of common stock upon conversion of convertible debt reduced by $1,190 as a result of our purchase of real estate from an entity under common control.

Cash Requirements

Our ability to fund our growth and meet our obligations on a timely basis is dependent on our ability to match our available financial resources to our growth strategy which includes acquisitions for cash or a combination of cash and debt. The decisions we make with regard to acquisitions drive the level of capital required and the level of our financial obligations.

If we are unable to generate cash flow from operations and successfully raise sufficient additional capital through future debt and equity financings or strategic and collaborative ventures with potential partners, we would likely have to reduce the size and scope of our acquisitions. We have analyzed our liquidity requirements and have determined that we have sufficient liquidity to execute our business plan for the next 12 months.

Convertible Notes

On November 17, 2014, the Company entered into a securities purchase agreement with KBM, whereby KBM agreed to invest $43,000 into the Company in exchange for the Company’s issuance of a convertible promissory note, which bears interest at 8% per annum. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which is August 19, 2015. The Note is convertible by KBM into common stock of the Company at any time during the conversion period, which begins May 16, 2015 (180 days after the issuance) and ends August 19, 2015 (at maturity). 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.

On February 23, 2015, the Company issued 281,030 shares of its common stock upon receipt of a conversion request from KBM, for $12,000 of principal amount due under the convertible promissory note we issued to KBM on August 22, 2014.

On March 19, 2015, we paid off the convertible promissory notes held by KBM in the principal amount of $99,000 held by KBM along with accrued interest of $3,681 and a prepayment premium of $30,808.

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.

Related Party Transactions

We have specified the following person and entity as related parties with ending balances as of March 31, 2015:

On’ March 9, 2015, 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 $66,815.

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.

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 March 31, 2015, our disclosure controls and procedures were not effective for the reasons discussed below.

Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of March 31, 2015:

·	Material Weakness – The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked a sufficient complement of 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 chief financial officer 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 internal Control.

There were no changes identified in connection with our internal control over financial reporting during the three months ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

On February 23, 2015, the Company issued 281,080 shares of its common stock upon receipt of a conversion request from KBM, for $12,000 of principal amount due under the convertible promissory note we issued to KBM on August 22, 2014.

The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 3(a)(9) of the Securities Act of 1933, as amended, (“Securities Act”).

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 No.		Description

3.1(a)		Articles of Incorporation, filed June 13, 2012 (incorporated by reference to the Company’s annual report on Form 10-SB filed with the Commission on March 30, 2006).

3.1(b)		Amended and Restated Articles of Incorporation, filed November 6, 2013 (incorporated by reference to Exhibit 3.3 to the Company’s current report on Form 8-K filed with the Commission on December 4, 2013).

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

3.1(d)		Certificate of Designation, Preferences and Rights of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Commission on December 4, 2014).

3.2		Bylaws (incorporated by reference to the Company’s annual report on Form 10-SB filed with the Commission on March 30, 2006).

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

4.2		Convertible Promissory Note between the Company and KBM Worldwide, Inc. dated November 17, 2014 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on December 2, 2014).

4.3		Securities Purchase Agreement between the Company, Bonjoe Gourmet Chips LLC and certain purchasers dated December 10, 2014 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on December 10, 2014).

4.4		Amended and Restated Securities Purchase Agreement between the Company, Bonjoe Gourmet Chips LLC and certain purchasers dated January 30, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on February 3, 2015).

10.1		Agreement for the Purchase and Sale of Real Estate between Ashland Holdings, LLC and TD Bank dated October 29, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s 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 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 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 Ashland Holdings, LLC and Jonathon and Jessica Delavan dated October 2, 2014 (incorporated 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		Securities Purchase Agreement between the Company and KBM Worldwide, Inc. dated November 17, 2014 (incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8-K filed with the Commission on December 2, 2014).

10.6		Investment Agreement dated as of November 30, 2014 by and between the Company and Kent Campbell (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on December 4, 2014).

10.7		Royalty Agreement between the Company and Bonjoe Gourmet Chips LLC dated December 10, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on December 16, 2014).

31.1*		Section 302 Certificate of Chief Executive Officer.

31.2*		Section 302 Certificate of Principal Financial and Accounting Officer.

32.1*		Section 906 Certificate of Chief Executive Officer and Principal Financial and Accounting Officer.

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this annual report on Form 10-Q for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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: April 15, 2015	By: /s/ Kent Campbell
	Kent Campbell
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer Principal Financial and Accounting Officer)