UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 (Amendment No. 1)


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


For the fiscal year ended December 31, 2013





OR


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


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)

(Zip Code)





(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)


Securities registered under Section 12(b) of the Act: None
 
 Securities registered under Section 12(g) of the Act: Common Stock, Par Value $0.001 per share
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNo x
 
 Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o
 
 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 o
 
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.


Large accelerated filer   o
Accelerated filer   oNon-accelerated filer   o(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 oNo x
 
 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of the last business day of the registrant's most recently completed second fiscal quarter. $0 on June 30, 2013.
 
 The number of shares of the registrant’s Common Stock issued and outstanding was 8,030,625 shares as of March 31, 2014.


DOCUMENTS INCORPORATED BY REFERENCE


None.





EXPLANATORY NOTE





The purpose of this Amendment No. 1 on Form 10-K/A (the “Amendment”) is to amend and restate Part II, Item 9A – Controls and Procedures, Part II, Item 10 – Directors, Executive Officers and Corporate Governance and the Signature Page of the previously filed Annual Report on Form 10-K of Great Plains Holdings, Inc. for the year ended December 31, 2013, filed with the Securities and Exchange Commission on May 4, 2014 (the “Original Form 10-K”), to include George I Norman’s additional title as Chief Financial Officer and to reflect that our Chief Accounting Officer at the time the Original Form 10-K was filed who was our principal financial and accounting officer performed the evaluation and made the report included in Item 9A rather than our Chief Financial Officer at the time. The Signature Page now omits the conformed signature of George I. Norman, one of the three members of the Company’s Board of Directors at the time of filing the Original Form 10-K.  Mr. Norman’s conformed signature was inadvertently included on the Signature Page of the Original Form 10-K. The absence of Mr. Norman’s signature to the Original Form 10-K had no effect on the Company’s authority to file the Original Form 10-K that was approved a majority of the Company’s other directors. Accordingly, Item 9A and the Signature Page of the Original Form 10-K is hereby amended and restated as set forth in this Amendment.


There are no other changes to the Original Form 10-K other than those set forth in this Amendment.  This Amendment does not reflect events occurring after the filing of the Original Form 10-K, nor does it modify or update disclosures therein in any way other than as required to reflect the amended Part II, Item 9A, Part III, Item 10 and Signature Page of the Original Form 10-K as set forth in this Amendment and to reflect our current Chief Financial Officer who was our Chief Accounting Officer at the time the Original Form 10-K was filed.  Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context.


TABLE OF CONTENTS








Heading

PagePART IIItem 9A.
Controls and Procedures
1PART IIIItem 10.
Directors, Executive Officers and Corporate Governance
2PART IVItem 15.
Exhibits
4Signatures
5











PART II





ITEM 9A. CONTROLS AND PROCEDURES
 
 Evaluation of Disclosure Controls and Procedures


Our management conducted an evaluation, with the participation of our Chief Executive Officer who is our principal executive officer and our Chief  Accounting Officer who is our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, our Chief Executive Officer and Chief Accounting Officer concluded that as a result of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure controls and procedures were not effective, as of December 31, 2013.


Management’s Annual Report on Internal Control over Financial Reporting


Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles.


Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.


Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.





Under the supervision of management, including our Chief Executive Officer and our Chief Accounting Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission published in 1992 and subsequent guidance prepared by the Commission specifically for smaller public companies. Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2013 for the reasons discussed below.





A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.





Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of December 31, 2013:





·
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 or other 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.


Our management, including our Chief Executive Officer and our Chief Accounting Officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.
 
 1


This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's Report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only Management's Report in this annual report.


Changes in Internal Controls over Financial Reporting


There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Set forth below are the names and ages of our directors and executive officers and their principal occupations at present and for at least the past five years.


Name

Age

Positions and Offices to be HeldKent Campbell

51

Chief Executive Officer and DirectorDenis Espinoza

30

President, Chief Operating Officer and DirectorGeorge I. Norman

59

Chief Financial Officer and DirectorSarah Campbell

26

Chief Accounting Officer


Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. Our Board of Directors appoints officers annually and each Executive Officer serves at the discretion of our Board of Directors.


Kent Campbell.  Mr. Campbell has served as our Chief Executive Officer and a Director since he acquired control of the company in September 2013.  Mr. Campbell has extensive leadership experience. He has been the Manager of RSM Reports LLC since its formation in April 2008.  He also owns and manages residential income properties within The Villages, a residential community in central Florida. For the past 20 years, Mr. Campbell has successfully managed his personal portfolio of equities and bonds.


In 1982, Mr. Campbell launched his career as a co-founder of the California-based In Pro Corporation specializing in plastics manufacturing for door and wall protection at the age of eighteen. Mr. Campbell’s business was profitable in the early stages and eventually he moved operations to Wisconsin. Mr. Campbell was responsible for sales, customer service and almost all aspects of the business and its growth.  At age 30, Mr. Campbell sold In Pro, the company continues to operate today.





As the Chief Executive Officer of our company, Mr. Campbell brings our board his considerable experience in the strategic planning and growth of companies and qualifies him to continue to serve as a director of our company.
  Denis Espinoza.  Mr. Espinoza has served as our President, Chief Operating Officer and a Director since he acquired an interest in our company in September 2013. Mr. Espinoza has extensive experience in the field of IT (Information Technology).  His business experience includes employment as a Senior Systems Administrator at Science Applications International Corporation and project manager at Booz Allen Hamilton, where he assisted with the supervision of an international project involving more than 150 employees and contractors.  For the past 11 years, Mr. Espinoza has personally invested in numerous companies, both private and public, and since 2007, he has operated his own real estate company. Mr. Espinoza was a Staff Sergeant serving with the U.S. Marine Corps. where he completed his term of service.  During his enlistment, he had over 50 personnel in his charge, thereby further honing his leadership skills.  Mr. Espinoza received a Bachelor of Science in Business Information Systems and Masters of Science in Management Information Systems from Bellevue University as well as numerous computer industry certifications.





Mr. Espinoza’s considerable experience in business operations qualifies him to continue to serve as a director of our company.


George I. Norman, IIIhas been our President from December 1999 to September 2013 when he sold his controlling interest in our company to Mr. Campbell and was appointed as our Chief Financial Officer.  Mr. Norman has also been a director of our company since December 1999.  He attended the University of Utah from 1973 to 1975, studying general education, accounting, business and finance.  Mr. Norman returned to the University in 1979 and continued his studies in humanities, science, and finance. Mr. Norman has been self-employed since 1979 in Salt Lake City, Utah, as a financial and marketing consultant.  In his business, Mr. Norman consults with both individual and corporate clients and provides consulting services related to making general business decisions, reviewing business plans and providing recommendations for raising capital.  Also, Mr. Norman provides consulting services in the area of real estate management.


As a founder and former president of our company, Mr. Norman brings our board his considerable experience in business operations and operating our LiL Marc internet sales business and qualifies him to continue to serve as a director of our company.
 
 2
 
 Sarah Campbell has served as our Chief Accounting Officer since October 2013. Since July 2013 and from January 2011 through May 2012 Ms. Campbell has been an auditor at Baker Tilly where she is engaged in financial statement audits for manufacturing companies and preparation of financial statements. From May 2012 – July 2013 Ms. Campbell worked as a financial analyst at Derse, a company that designs and manufactures booths for tradeshows. Her responsibilities included assisting in the annual budget process, investigating budget variances to improve profitability, assisting in the month-end and year-end closing process, and assisting in various projects with management and operations to identify techniques to improve efficiency and profitability. Ms. Campbell received a Bachelor’s Degree in Accounting and Finance from Southeastern University (Lakeland, FL) in December 2010. During her time at college, Ms. Campbell was a finance intern at Alpha Advisors where she assisted in trading securities in client accounts, maintained client accounts using Morningstar software and also prepared finance reports on financial and client information.


Ms. Campbell is the daughter of Kent Campbell.
 
 Committees of our Board of Directors


Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.





The Board does not have standing audit, compensation or nominating committees. The Board does not believe these committees are necessary based on the size of our company, the current levels of compensation to corporate officers and the beneficial ownership by one shareholder of more than 79% of our outstanding common stock. The Board will consider establishing audit, compensation and nominating committees at the appropriate time.
 
 The entire Board of Directors participates in the consideration of compensation issues and of director nominees. Candidates for director nominees are reviewed in the context of the current composition of the Board and the Company’s operating requirements and the long-term interests of its stockholders. In conducting this assessment, the Board of Directors considers skills, diversity, age, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.
 
 The Board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, will involve compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews with the candidate and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate, preparing an analysis with regard to particular recommended candidates.





Through their own business activities and experiences each of directors have come to understand that in today’s business environment, development of useful products and identification of undervalued real estate, along with other related efforts, are the keys to building our company. The directors will seek out individuals with relevant experience to operate and build our current and proposed business activities.


Director Compensation


Our directors do not receive any compensation as directors and there is no other compensation being considered at this time.


Compliance with Section 16(a) of the Securities Exchange Act of 1934
 
 Since none of our securities have been registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, our officers and directors and persons who own more than 10% of our common stock are not required to file Section 16(a) beneficial ownership reports.





3





ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


Exhibit

No.

Description3.1(a)

Articles of Incorporation, filed June 13, 2012 (Incorporated by reference to Form 10-SB filed on March 30, 2006).3.1(b)

Amended and Restated Articles of Incorporation, filed November 6, 2013 ((Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 4, 2013).3.2

Bylaws (Incorporated by reference to Form 10-SB filed on March 30, 2006).





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 SEC on November 1, 2013).21.1

Subsidiaries (Incorporated by reference to Exhibit 21.1 to the Company’s Form 10-K filed with the SEC on April 4, 2013).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  2013 (Incorporated by reference to Exhibit 101INS to the Company’s Form 10-K filed with the SEC on April 4, 2013).101.SCH **

XBRL Schema Document (Incorporated by reference to Exhibit 101 SCH to the Company’s Form 10-K filed with the SEC on April 4, 2013).101.CAL **

XBRL Calculation Linkbase Document (Incorporated by reference to Exhibit 101 CAL to the Company’s Form 10-K filed with the SEC on April 4, 2013).101.DEF **

XBRL Definition Linkbase Document (Incorporated by reference to Exhibit 101 DEF to the Company’s Form 10-K filed with the SEC on April 4, 2013).101.LAB **

XBRL Labels Linkbase Document (Incorporated by reference to Exhibit 101 LAB to the Company’s Form 10-K filed with the SEC on April 4, 2013).101.PRE **

XBRL Presentation Linkbase Document (Incorporated by reference to Exhibit 101 PRE to the Company’s Form 10-K filed with the SEC on April 4, 2013).


* Filed herewith.
 ** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this Annual Report on Form 10-K 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.





4





SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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 Holdings, Inc.Date: August 15, 2014
By:
/s/ Kent CampbellKent Campbell, Chief Executive Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Signature

Title

Date/s/Kent Campbell

Chief Executive Officer and Director (principal executive officer)

August 15, 2014Kent Campbell/s/ Sarah CampbellSarah Campbell

Chief Financial Officer (principal financial and accounting officer)

August 15, 2014/s/ Denis EspinozaDenis Espinoza

Director

August 15, 2014_______________________George I. Norman

Director