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EX-23.1 - CONSENT - Game Plan Holdings, Inc.gameplan_s1a8-ex2301.htm
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2011
File No. 333-160730
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F. Street NE
WASHINGTON, D.C., 20549

AMENDMENT NO.  8
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GAME PLAN HOLDINGS, INC.
(Exact name of Registrants specified in its charter)

Nevada
 
7371
 
20-0209899
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer Identification
Number)

1712 Ravanusa Drive
Henderson, NV 89052
(702) 951-1385
(Address, including zip code, and telephone number, including area
code, registrants principal executive offices)
 
 
 
Copies to:
Lawrence Horwitz, Esq.
Horwitz & Cron, LP
26475 Rancho Parkway South
Lake Forest , CA 92630
Office: (949) 450- 6540
Fax: (949) 540-6578
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o
 
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 o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x
 
 
 

 
 
CALCULATION OF REGISTRATION FEE
 
         
Title of Each
Class of
Securities to be
Registered
 
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
 
Amount of
Registration Fee
Common Stock
4,100,000
$0.50
$2,050,000
$114.39

 
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
 
 
 
_______________
1 The proposed maximum offering price per share was arbitrarily determined by the Directors of the Registrant.
2 The amount of the registration fee was estimated for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933.
 
 
 
 
 
 

 
 
EXPLANATORY NOTE
 
 
This Amendment No. 8 to the Form S-1 Registration Statement is being filed to amend the Registration Statement to correct and update the biography of Ronald Smith .
 
 
 
 
 
 
  
 
 

 
 
SUBJECT TO COMPLETION, Dated January 25, 2011
 
PROSPECTUS
Game Plan Holdings, Inc.
4,100,000
  SHARES OF COMMON STOCK
INITIAL PUBLIC OFFERING
 

 
The selling shareholders named in this selling shareholder’s prospectus (the “Prospectus”) are offering up to 4,100,000 shares of common stock offered through this Prospectus.  We will not receive any proceeds from this offering and have not made any arrangements for the sale of these securities.  We have, however, set an offering price for these securities of $0.50 per share.  We will use our best efforts to maintain the effectiveness of the resale Registration Statement (the “Registration Statement”) from the effective date through and until all securities registered under the Registration Statement have been sold or are otherwise able to be sold pursuant to Rule 144 promulgated under the Securities Act of 1933.
 
           
   
 
Offering Price
Underwriting
Discounts and
Commissions
 
Proceeds to Selling
Shareholders
 
 
Per Share
$0.50
None
$0.50
 
 
Total
$2,050,000
None
$2,050,000
 

Our common stock is presently not traded on any market or securities exchange.  The sales price to the public is fixed at $0.50 per share until such time as the shares of our common stock are traded on the Over-The-Counter Bulletin Board.  Although we intend to apply for quotation of our common stock on the Over-The-Counter Bulletin Board, public trading of our common stock may never materialize.  If our common stock becomes traded on the Over-The-Counter Bulletin Board, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders.

The purchase of the securities offered through this Prospectus involves a high degree of risk.  See section of this Prospectus entitled "Risk Factors" Commencing on Page 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

The information in this Prospectus is not complete and may be changed.  We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective.  The Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The Date of This Prospectus Is:  January 25, 2011

 
 
 

 
 
TABLE OF CONTENTS
 
 
 
Page
Summary
1
The Offering
2
Summary Financial Information
2
Risk Factors
3
Risks Related to Our Business
3
Risks Related to this Offering
11
Forward-Looking Statements
12
Use of Proceeds
12
Determination of Offering Price
12
Dilution
12
Selling Shareholders
13
Plan of Distribution
15
Description of Securities
16
Interest of Named Experts and Counsel
17
Description of Business
17
Legal Proceedings
25
Market for Common Equity and Related Stockholder Matters
25
Financial Statements
F-1 -- F-34
Management's Discussion and Analysis of Financial Condition and Results of Operations
27
Changes In and Disagreements with Accountants
28
Directors, Executive Officers, Promoters and Control Persons
28
Executive Compensation
30
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
32
Certain Relationships and Related Transactions
32
Available Information
32
Dealer Prospectus Delivery Obligation
32
Part II (Information Not Required In the Prospectus)
33
Item 13.  Other Expenses of Issuance and Distribution.
33
Item 14.  Indemnification of Directors and Officers.
33
Item 15.  Recent Sales of Unregistered Securities.
34
Item 16.  Exhibits and Financial Statement Schedules.
35
Item 17.  Undertakings.
35
Signatures
36
 
 
 
i

 
 
SUMMARY

Game Plan Holdings, Inc.

Game Plan Holdings, Inc., a Nevada corporation, doing business as Hazzsports.com and Totalscout.com (the “Company”), owns and operates two internet sites, www.hazzsports.com (“Hazzsports.com”) and www.totalscout.com (“Totalscout.com”).  We maintain approximately 1,000 square feet at 1712 Ravanusa Drive in Henderson, Nevada as our executive office space. Our website servers and software development activities are conducted by third party vendors off-site.  Hazzsports.com is an online social networking website offering an interactive resource for sports enthusiasts.  This online community provides a site for athletes, sports fans, coaches and friends to network socially and professionally with each other. 

In addition, the Company owns and operates Totalscout.com, which provides college baseball coaches an easier and more efficient way to create and request scouting reports on opposing teams.  We have developed an online standardized reporting tool that has proven to significantly reduce the time and effort spent on scouting reports. Presently most scouting reports are generated manually, with little standardization or  electronic assistance.  The tool accessible at Totalscout.com has preloaded every college baseball player and every possible scouting attribute into an online database. This database then generates an online standard report,  providing a readily recognizable and accessible scouting report.  Our customers tell us that prior to Totalscout.com, scouting reports took an average 4 hours to complete and now on Totalscout.com they take an average of 30 minutes to complete

We have a limited operating history, thus there is little information upon which to base an evaluation of our business and prospects. We lack any meaningful financial history against which a potential investor can judge our performance in evaluating our business prospects or the merits of investing in the Company.  We compete against several competitors, many of which are larger and have greater financial resources and better access to capital markets than us. We compete via a diverse range of applications which is offered to our customers through Hazzsports.com and Totalscout.com.

Since we are in the early stage of our business plan, we have earned minimal revenues. As of September 30, 2010, we had $ 115,473 in cash on hand on hand and $2, 715 in total current liabilities. Accordingly, our working capital position as of September 30, 2010 was $ 239,358 .  Since inception through September 30, 2010, we have incurred a net loss of $ 525,708 .  We attribute our net loss to our having minimal revenues to offset our expenses and the professional fees related to the creation and operation of the websites.
 
Our fiscal year end is December 31.

We were incorporated on March 25, 1999 under the laws of the state of Nevada.  Our principal offices are located at 1712 Ravanusa Drive, Henderson, NV 89052. Our resident agent is Karis Corporation located at 112 N. Curry Street, Carson City, NV 89703.  Our phone number is (702) 951-1385.

Unless otherwise noted, references to “Game Plan,” “GPH,” the “Company,” “GP,” “we,” “our” or “us” means Game Plan Holdings, Inc., a Nevada corporation.
 
 
 
1

 
 
THE OFFERING

Securities Being Offered:
 
Up to 4,100,000 shares of our common stock.
     
Offering Price and Alternative Plan of Distribution:
 
The offering price of the common stock is $0.50 per share.  We intend to apply to the Over-The-Counter Bulletin Board to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934.  If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders.  The offering price would thus be determined by market factors and the independent decisions of the selling shareholders.
     
Minimum Number of Shares To Be Sold in This Offering:
 
None
 
Securities Issued and to be Issued:
 
As of the date of this Prospectus, 14,100,000 shares of our common stock are issued and outstanding.  All of the common stock to be sold under this Prospectus will be sold by existing shareholders.  There will be no increase in our issued and outstanding shares as a result of this offering.
     
Use of Proceeds:
 
We will not receive any proceeds from the sale of the common stock by the selling shareholders.
 
  
SUMMARY FINANCIAL INFORMATION
 
 
 
 
Balance Sheet Data
 
As of
September 30,
2010
(Unaudited)
   
As of
December 31,
2009
(Audited)
   
As of
December 31,
2008
(Audited)
 
Cash
 
$
115,473
   
$
142,534
   
$
207,921
 
Liabilities
 
$
2,715
   
$
4,845
   
$
4,824
 
Stockholder’s Equity
 
$
256,896
   
$
494,880
   
$
545,535
 
                         
Statement of Operations
                       
Revenue
 
$
0
   
$
6,608
   
$
0
 
Net Loss for Reporting Period
 
$
40,086
   
$
162,743
   
$
162,631
 

 
 
2

 
 
RISK FACTORS

You should consider each of the following risk factors and any other information set forth herein and in our reports filed with the SEC, including our financial statements and related notes, in evaluating our business and prospects. The risks and uncertainties described below are not the only ones that impact on our operations and business. Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, may also impair our business or operations. If any of the following risks actually occur, our business and financial results or prospects could be harmed. In that case, the value of the common stock could decline.

Risks Related to Our Business

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

As of September 30, 2010, we had cash and negotiable securities in the amount of $ 237,918 .  We currently have begun operations and we have only nominal gross revenues. We will require additional financing to sustain our business operations if we are not successful in earning significant revenues.   
  
We currently do not have any arrangements for additional financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the continuing response to advertising and our ability to increase our penetration of the social networking marketplace.

BECAUSE WE WILL NEED ADDITIONAL FINANCING TO FUND OUR CONTINUING GROWTH, OUR ACCOUNTANTS BELIEVE THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have incurred a net loss of $ 525,708 for the period from inception (March 25, 1999) to September 30, 2010, and have limited revenue.  Our future is dependent upon our ability to obtain financing and upon future profitable operations from advertisers and membership fees. Our auditors have issued a going concern opinion and have raised substantial doubt about our continuance as a going concern. When an auditor issues a going concern opinion, the auditor has substantial doubt that the company will continue to operate indefinitely and not go out of business and liquidate its assets.  This is a significant risk to investors who purchase shares of our common stock because there is an increased risk that we may not be able to generate and/or raise enough resources to remain operational for an indefinite period of time. Potential investors should also be aware of the difficulties normally encountered by new business ventures and the high rate of failure of such enterprises.  The auditor’s going concern opinion may inhibit our ability to raise financing because we may not remain operational for an indefinite period of time resulting in potential investors failing to receive any return on their investment.
 
BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.
 
The operation of the Company, social networking, constitutes a new venture. As a result, we have limited financial information on which you can evaluate our prior performance.  We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve our business objectives.  It is also uncertain that Hazzsports.com or Totalscout.com will attract athletes or coaches to its website which will in turn lower the potential for advertising revenues.

We have just begun the initial stages of our business plan.  As a result, we have no way to evaluate the likelihood that we will be able to operate the business successfully.  We have been involved primarily in organizational activities which has included the launch of Hazzsports.com and Totalscout.com.  We have earned minimal revenues as of the date of this Prospectus, and thus face a high risk of business failure.
 
 
3

 
 
OPERATING DEFICITS
 
The expenses of our operations, which will include the further development of both of our websites, will exceed our revenues for the foreseeable future. This will require that these deficits be financed through our operations and our previous and future capital raises.  In the event we are unable to achieve operating revenues to achieve our objectives and we are unable to obtain additional outside capital, we may be forced to curtail or terminate operations.

Revenues and results of operations are difficult to predict and depend on a variety of factors.  They depend, in part, upon the commercial success of our websites. Thus, our revenues and results of operations may fluctuate significantly. 
 
WE EXPECT TO FACE INCREASING COMPETITION THAT COULD RESULT IN A LOSS OF USERS AND REDUCED REVENUES OR DECREASED PROFITS.

The market for our websites  is competitive, and we expect competition to significantly increase in the future.  We maintain two separate websites, which focus upon two very different market segments.

Hazzsports.com is an online social networking website offering an interactive resource for sports enthusiasts.  This online community provides a free area on the web for athletes, sports fans, coaches and friends to network socially and professionally with each other.   It further provides a location on the internet for college coaches and high school athletes to connect and interact.  Our competitors with the Hazzsports.com website include websites focused upon young athletes and team sports, such as www.berecruited.com and www.sportsvite.com.

Berecruited.com provides an online network connecting high school athletes and college coaches.  According to their recent press releases, Berecruited.com was founded in 2009 by a former collegiate athlete. It claims to be the largest online resource assisting high school athletes in identifying potential college athletic programs which maybe interested in them.  While Berecruited.com is a private company, and as a result there is little public information available regarding its financial status, it would appear that Berecruited.com is an early stage venture similar to our company.   Berecruited.com appears to focus exclusively upon high school athlete recruitment and while this is one area in which Hazzsports.com provides an electronic community, it is not the exclusive focus of Hazzsports.com.

Sportsvite.com promotes itself as a tool for organizing sports teams and related events such as practices and games. Sportsvite.com is owned by a private company by the name of  212Media, Inc. focused upon launching portfolio companies across sports social media, on-demand programming and publishing. These companies include Saavn, a movie production and distribution company specializing in Bollywood (films made in India), Snakblox, an online gaming and sports content website and Speakaboos, a website providing content and activities for small children.  Because Sportsvite.com is a private company it is difficult to gauge its financial status, but its multiple websites would appear to have a competitive advantage over our Hazzsports.com website in that they provide complementary content and traffic between the various websites.

Berecruited.com and Sportsvite.com demonstrate that the barriers to entry for potential competitors of Hazzsports.com are not substantial.   We anticipate that a number of other software developers will launch websites which compete directly or indirectly with Hazzsports.com. While our approach is to provide a broad electronic community for sports and athletic enthusiasts, we do anticipate that other better financed companies will launch websites competitive with Hazzsports.com and if our management does not continue to provide desirable content and services to this community, our business operations maybe severely adversely effected.

Totalscout.com caters to a very different marketplace relative to Hazzsports.com. Totalscout.com is an online tool utilized exclusively by collegiate coaching staffs to standardize and electronically organize the process of generating scouting reports and then sharing them with other teams.  We have initially launched this only among college baseball teams, but anticipate expanding this to collegiate softball teams in Fall, 2010.  If successful we will continue to examine opportunities in other sports.  We have been unable to identify a company providing services identical to Totalscout.com, however companies such as www.perfectgame.org and www.rivals.com compete with certain aspects of Totalscout.com’s business plan.
 
 
4

 
 
Perfectgame.org provides a subscription based service, over the internet, providing scouting reports on high school prospects that may be of interest to college coaches.  These scouting reports are generated primarily at showcase tournaments organized by Perfectgame.org.   While Perfectgame.org does not provide an electronic tool similar to the process deployed at Totalscout.com, Perfect game is an example of a website providing a scouting service, utilized by college coaches, for which college coaches pay a subscription fee. We believe that sites such as Perfectgame.org will eventually be viewed by the marketplace as a useful place for collegiate coaches and their staffs to gather and review information.   Perfectgame.org is owned by Perfect Game USA, Inc. a well established private company with scouting operations throughout the United States.  Perfectgame.org’s market placement and extensive presence throughout the United States suggests that its resources and experience are superior to our early stage internet deployment and that as a result, if Perfectgame.org were to create tools competitive with Totalscout.com, this would create a serious competitor in the marketplace.
 
Rivals.com provides a broad content driven website providing team specific college sports coverage.  Its annual rankings of college recruiting classes are frequently quoted by major media outlets throughout the United States.  In July, 2007 Rivals.com was acquired by Yahoo!.  Rivals constitutes a well financed competitor to Totalscout.com by providing team specific information which may be of interest to collegiate coaching and scouting staffs.  Its ability to drive traffic, secure advertising revenue and finance its operations are far superior to our own financial and technical resources.
 
We will compete for advertising revenues with social networking Websites, online direct marketing businesses, content providers, large Web publishers, Web search engine companies, content aggregation companies, major Internet service providers and various other companies that facilitate Internet advertising. We will also compete with traditional offline advertising media, such as radio, television and print advertising, because most companies currently spend only a small portion of their advertising budgets on Internet-based advertising. Internet advertising techniques are evolving, and if our technology does not keep up with the needs of advertisers, we will not be able to compete effectively. If we fail to persuade companies to advertise on our Website, our revenues will be adversely affected.

Some of our competitors have longer operating histories, greater name and brand recognition, larger customer bases, significantly greater financial, technical, sales and marketing resources, and engage in more extensive research and development than we do. Some of our competitors also have lower customer acquisition costs than we do and offer a wider variety of services and more sophisticated or compelling features than ours. If our competitors are more successful than we are in attracting users, our ability to maintain a large and growing user base will be adversely affected. Some of our social networking competitors have more compelling websites with more extensive user generated content. If our social networking services are not as compelling and we do not stay current with evolving consumer trends, we may not succeed in maintaining or increasing our membership base. If our competitors provide similar services for free, we may not be able to charge for any of our services. Competition could have a material adverse affect on our advertising revenues from our social networking and photo event services. More intense competition could also require us to increase our marketing expenditures. As a result of competition, our revenues and profitability could be adversely affected.

FAILURE TO INCREASE OR MAINTAIN THE NUMBER OF FREE MEMBERS FOR OUR SOCIAL NETWORKING SERVICES WOULD CAUSE OUR BUSINESS AND FINANCIAL RESULTS TO SUFFER.
          
The success of our social networking websites depends upon our ability to increase or maintain our base of free members.  However, in the future we will generate paying subscribers and advertising revenues as a result of our members. Our ability to increase our base of members is dependent upon attracting users to Hazzsports.com and Totalscout.com. From time to time, we will experience decreases in the number of new free member registrations, and we may not be able to increase or maintain the level of new free member registrations. Failure to increase or maintain our base of free members could have a material adverse effect on our business and on our ability to implement our strategies.
 
 
5

 
 
IF OUR SOCIAL NETWORKING MEMBERS DO NOT INTERACT ON HAZZSPORTS.COM, OUR BUSINESS AND FINANCIAL RESULTS WILL SUFFER.

Our success is dependent upon our social networking members interacting on our social networking websites. Currently, the network effect on Hazzsports.com is limited, and the vast majority of our member activity is within the high school community, family and friends.  Only a limited number of our social networking members post information about themselves, view other members' profiles or participate in the other features on Hazzsports.com. If we are unable to encourage our members to interact more frequently and to provide user generated content, our ability to attract new users and attract advertisers will be adversely affected. As a result, our business and financial results will suffer, and we will not be able to grow our business as planned.
 
COACHING PROFESSIONALS MAY ELECT TO NOT UTILIZE TOTALSCOUT.COM, PREFERRING TO CONTINUE USING THE MANUAL SYSTEMS PRESENLTY USED.

Totalscout.com is a new tool which college coaches may use to scout their opposition in advance of games.  In the past, college baseball coaches have typically utilized word of mouth and informal reports, generated by other teams, to provide scouting information. Totalscout.com not only formalizes this process by including specific information useful to team coaches, but then allows it to be freely accessible and exchanged over the internet.  While we believe that coaches will pay fees for access to the Totalscout.com tool and data base, there is no assurance that coaches will accept this new way of scouting opposing teams.
 
WE MAY BE UNABLE TO INCREASE OR MAINTAIN OUR ADVERTISING REVENUES, WHICH COULD REDUCE OUR PROFITS.

While there is no assurance, we intend to pursue advertising revenues from the sale of display advertisements on our websites. Our ability to attract or maintain advertising revenue from each of these potential sources is largely dependent upon the number of members actively using our services and the traffic generated on our websites. We may have to increase user engagement with our services in order to increase our advertising revenues. In addition, Internet advertising techniques are evolving, and if our technology and advertisement serving techniques do not evolve to meet the needs of advertisers, our advertising revenue would decline. Changes in our business model could also cause a decrease in our advertising revenue. From time to time we may undertake initiatives that we believe will increase our advertising revenues but may result instead in decreased advertising revenues. In addition, our advertising revenue may fluctuate, and may fluctuate in the future, due to changes in the online advertising market, including extreme fluctuations in online advertising spending patterns and advertising rates. In addition, Internet advertisements are reportedly becoming a means to distribute viruses over the Internet. If this practice becomes more prevalent, it could result in consumers becoming less inclined to click through online advertisements, which could adversely affect the demand for Internet advertising. We do not have any long-term agreements with advertisers. However, once such relationships are established with our future advertisers, any termination, change or decrease in our advertising relationships could have a material adverse affect on our revenues and profitability. If we do initiate, maintain in the future or increase advertising revenues, our business, results of operations and financial conditions will be materially adversely affected.   There is no assurance that our business model will ever attract any advertising or that if advertises initially place advertisements on our website, that such advertisers will achieve the results they expect from advertising expenditures.

OUR BUSINESS COULD BE SHUT DOWN OR SEVERELY IMPACTED BY A CATASTROPHIC EVENT.

Our computer equipment and the telecommunications infrastructure of our third-party network providers are vulnerable to damage from fires, earthquakes, floods, power loss, telecommunications failures, terrorism and similar events. Despite our implementation of network security measures, our servers are also vulnerable to computer viruses, worms, physical and electronic break-ins, sabotage and similar disruptions from unauthorized tampering of our computer systems. In addition, we do not maintain redundant capabilities for  any of our websites and any of these events could result in a significant and extended disruption of services. Currently, we do not have a disaster recovery plan to address these and other vulnerabilities. As a result, it would be difficult to operate the business of the Company in the event of a disaster. Any prolonged disruption of our services due to these, or other events would severely impact or shut down the business of the Company. Our insurance may not be sufficient to cover, if at all, losses that may occur as a result of any events which cause interruptions to our services.
 
 
6

 
 
MARKETING ACTIVITIES, WHICH ARE VERY IMPORTANT TO THE FUTURE SUCCESS AND FUTURE GROWTH OF OUR BUSINESS, MAY NOT BE SUCCESSFUL.

We will use online advertising to promote Hazzsports.com to potential new free members. We may also use online advertising at Totalscout.com, which will be accessed primarily by college level athletes and coaches.  We intend to structure our online advertising arrangements in that we will pay a fee for each new free account registration generated through a particular advertisement. Generally, the cost of online advertising has been increasing in recent periods, which has resulted in an increase in general marketing expenditures. If the cost of online advertising continues to escalate, we may in the future experience decreases in the number of new account registrations unless we increase our marketing expenditures. However, increases in our marketing expenditures could adversely impact our profitability, and there can be no assurance that our marketing activities will be successful.
 
OUR SOCIAL NETWORKING BUSINESS RELIES HEAVILY ON EMAIL CAMPAIGNS, AND ANY RESTRICTIONS ON THE SENDING OF EMAILS COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

Our business is highly dependent upon email. Our emails will generate the majority of the traffic on Hazzsports.com. Each month, a significant number of email addresses for our social networking become invalid. This disrupts our ability to email these members. Further, social networking members cannot contact or interact with members with invalid emails, which undermine the key reason that members use social networking services. Because of the importance of email to our business, if we are unable to successfully deliver emails to our members, our revenue and profitability would be adversely affected.

The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act, regulates the distribution of commercial emails. Among other things, the CAN-SPAM Act provides a right on the part of an email recipient to request the sender to stop sending messages. In compliance with the CAN-SPAM Act, we do not send commercial emails to our members if they elect to opt-out of receiving these emails. As a result, an increase in the number of members who opt-out of receiving commercial emails from us could adversely affect our business. In addition, voluntary actions by third-parties to block, impose restrictions on, or charge for the delivery of, emails through their email systems could materially and adversely impact our business. From time to time, Internet service providers block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver emails to our members. Any disruption or restriction on the distribution of emails or increase in the associated costs could adversely impact our ability to continue our email campaigns, which would materially and adversely affect our revenues and profitability.

IF WE ARE UNABLE TO DEVELOP NEW OR ENHANCED FEATURES OR FAIL TO PREDICT OR RESPOND TO EMERGING TRENDS AND CONSUMERS' CHANGING NEEDS, OUR BUSINESS AND FINANCIAL RESULTS WILL SUFFER.
 
Our future success will depend in part on our ability to modify or enhance our social networking website’s features to meet consumer demands, add features and address technological advancements. If we are unable to predict consumer preferences or industry changes, or if we are unable to modify our social networking website’s features in a timely manner, we may lose members and future advertisers. New features may be dependent upon our obtaining needed technology or services from third parties, which we may not be able to obtain in a timely manner, upon terms acceptable to us, or at all. We will spend significant resources developing and enhancing our features. However, new or enhanced features may have technological problems or may not be accepted by consumers or advertisers. There can be no assurance that new designs or features will be launched as anticipated or will be commercially successful. If we are unable to successfully develop, acquire or implement new features or enhance our existing features in a timely and cost-effective manner, our business and results of operations may be adversely affected.
 
IF OUR SECURITY MEASURES ARE BREACHED AND UNAUTHORIZED ACCESS IS OBTAINED TO OUR MEMBERS' PERSONAL DATA, WE MAY INCUR SIGNIFICANT LIABILITIES, OUR SYSTEMS MAY BE PERCEIVED AS NOT BEING SECURE AND CONSUMERS MAY STOP USING OUR SERVICES.
          
The services that we offer on our social networking websites involve the storage of large amounts of subscriber information, including our members' personal data. If our security measures are breached as a result of third-party action, employee error, malfeasance, or otherwise, we could be subject to liability. Our security measures may not be effective in preventing these types of activities. In addition, the security measures of any third-party data center, technical support, customer service operations or other vendors may not be adequate. Because techniques used to obtain unauthorized access to, or to sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventive measures. Our members or third-parties may assert liability claims against us as a result of any failure by us or third-parties to prevent security breaches or the unauthorized disclosure of our members' information, failure to comply with applicable data protection laws, or our own posted privacy policies, and other activities. In addition to potential legal liability, these activities may adversely impact our reputation and may interfere with our ability to provide our services, all of which could adversely impact our business.
 
 
7

 

ASSERTIONS BY A THIRD-PARTY THAT WE INFRINGE UPON ITS INTELLECTUAL PROPERTY COULD RESULT IN COSTLY AND TIME-CONSUMING LITIGATION, EXPENSIVE LICENSES OR THE INABILITY TO OPERATE AS PLANNED.
         
The software and technology industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims against us may grow. Our technologies may not be able to withstand third-party claims or rights restricting their use. Companies, organizations or individuals, including our competitors, may hold or obtain patents or other proprietary rights that would prevent, limit or interfere with our ability to provide our services or develop new services and features, which could make it more difficult for us to operate our business. Any litigation or claims, whether or not valid, could be time-consuming, expensive to litigate or settle and could divert our managements' attention and financial resources.
 
If we are determined to have infringed upon a third-party's intellectual property rights, we may be required to pay substantial damages, stop using technology found to be in violation of a third-party's rights or seek to obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, or at all, and may significantly increase our operating expenses or may require us to restrict our business activities in one or more respects. We may also be required to develop alternative non-infringing technology that could require significant effort and expense or may not be feasible. In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology, our business and results of operations could be harmed.
 
OUR BUSINESS WILL BE ADVERSELY AFFECTED IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS FROM UNAUTHORIZED USE OR INFRINGEMENT BY THIRD-PARTIES.

We have pursued the registration of our trademarks and service marks in the United States.  The Company owns 3 trademarks, which are registered with the United States Patent and Trademark Office, Trademark Registration No. 3,609,416, Trademark Registration No. 3,521,870 and Trademark Registration No. 3,620,491.  Trademark Registration No. 3,609,416 is for the Hazzsports.com logo, Trademark Registration No. 3,521,870 is for the wording Hazzsports.com and Trademark Registration No. 3,620,491 is for the slogan “It’s better to be a Hazz been then a never was.”.  The Company has abandoned its efforts in response to Serial Number 77400771 for the slogan “The Ultimate Place for Sports.”

We cannot assure that any future trademark registrations will be issued for pending or future applications or that any registered trademarks or service marks will be enforceable or provide adequate protection of our proprietary rights.       

The steps we have taken to limit access to, and disclosure of, our proprietary information may not prevent unauthorized use of our technology.  Moreover, others may independently develop technologies that are competitive with ours or infringe our intellectual property.  We cannot be certain that the steps we have taken will prevent unauthorized use of our intellectual property rights.  Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in Internet-related industries are uncertain and still evolving.

IF WE ARE UNABLE TO PROTECT OUR DOMAIN NAMES, OUR REPUTATION AND BRANDS COULD BE ADVERSELY AFFECTED.

We will hold the domain name registration of Hazzsports.com and Totalscout.com. The registration and maintenance of domain names generally are regulated by governmental agencies and their designees. Governing bodies may establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we may be unable to register or maintain relevant domain names. Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is in flux. We may be unable, without significant cost or at all, to prevent third parties from registering domain names that are similar to, infringe upon or otherwise decrease the value of, our trademarks and other proprietary rights. Failure to protect our domain names could adversely affect our reputation and brands, and make it more difficult for users to find Hazzsports.com, Totalscout.com and our services.
 
 
8

 

CHANGES IN LAWS AND REGULATIONS AND NEW LAWS AND REGULATIONS MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
          
We are subject to a variety of federal, state and local laws and regulations, including those relating to issues such as user privacy and data protection, defamation, pricing, advertising, taxation, contests and sweepstakes, promotions, billing, content regulation, bulk email or "spam," anti-spyware initiatives, security breaches and consumer protection.  Compliance with the various laws and regulations, which in many instances are unclear or unsettled, is complex. Any changes in such laws or regulations, the enactment of any additional laws or regulations, or increased enforcement activity of such laws and regulations, could significantly impact our costs or the manner in which we conduct business, all of which could adversely impact our results of operations and cause our business to suffer.
 
The Federal Trade Commission and certain state agencies have investigated Internet companies in connection with consumer protection and privacy matters. The federal government has also enacted consumer protection laws, including laws protecting the privacy of consumers' nonpublic personal information. Our failure to comply with existing laws, including those of foreign countries in which we operate, the adoption of new laws or regulations regarding the use of personal information or an investigation of our privacy practices could increase the costs of operating our business.

In addition, taxation of services provided over the Internet or other charges imposed by government agencies or by private organizations for accessing the Internet may also be imposed. The Internet Tax Freedom Act, which placed a moratorium on new state and local taxes on Internet commerce, is in effect. Future laws imposing taxes or other regulations on the provision of goods and services over the Internet could make it substantially more expensive to operate our business.

BECAUSE NEW LEGISLATION, INCLUDING THE SARBANES-OXLEY ACT OF 2002, INCREASES THE COST OF COMPLIANCE WITH FEDERAL SECURITIES REGULATIONS AS WELL AS THE RISKS OF LIABILITY TO OFFICERS AND DIRECTORS, WE MAY FIND IT MORE DIFFICULT FOR US TO RETAIN OR ATTRACT OFFICERS AND DIRECTORS.

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934.  Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act and it is costly to remain in compliance with the federal securities regulations.  Additionally, we may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002.  The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.  Significant costs incurred as a result of becoming a public company could divert the use of finances from our operations resulting in our inability to achieve profitability.
 
WE MAY BE REQUIRED TO SEEK ADDITIONAL FUNDING, AND SUCH FUNDING MAY NOT BE AVAILABLE ON ACCEPTABLE TERMS OR AT ALL.

We may need to obtain additional funding due to a number of factors beyond our expectations or control, including a shortfall in revenue, increased expenses, increased investment in capital equipment or the acquisition of businesses or technologies. If we do need to obtain funding, it may not be available on acceptable terms or at all. If we are unable to obtain sufficient funding, our business would be harmed. Even if we were able to find outside funding sources, we might be required to issue securities in a transaction that could be highly dilutive to our investors or we may be required to issue securities with greater rights than the securities we have outstanding today. We may also be required to take other actions that could lessen the value of our common stock, including borrowing money on terms that are not favorable to us. If we are unable to generate or raise capital that is sufficient to fund our operations, we may be required to curtail operations, reduce our services, defer or cancel expansion or acquisition plans or cease operations in certain jurisdictions or completely.
 
BECAUSE TWO OF OUR DIRECTORS AND CORPORATE OFFICERS ARE MARRIED, THEY COLLECTIVELY OWN 71% OF THE COMPANY.  MS. CHRISTINA MABANTA-HAZZARD, OWNS 56% OF OUR OUTSTANDING COMMON STOCK AND MR. CHARLES HAZZARD OWNS 15% OF OUR OUTSTANDING COMMON STOCK.  THUS, INVESTORS MAY FIND THAT CORPORATE DECISIONS INFLUENCED BY THEM MAY BE INCONSISTENT WITH THE BEST INTERESTS OF OTHER STOCKHOLDERS.

Ms. Christina Mabanta-Hazzard serves as the Chief Financial Officer, Secretary and as a Director of the Company.  She owns 8,000,000 or 56% of the outstanding shares of our common stock.   Mr. Charles Hazzard serves as the President and as a Director of the Company.   He owns 2,000,000 or 15% of the outstanding shares of our common stock.  Because Ms. Mabanta-Hazzard and Mr. Hazzard are married, and thus collectively own 71% of the outstanding shares of our common stock, they will have significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control.
 
 
9

 
 
BECAUSE MS. CHRISTINA MABANTA-HAZZARD AND MR. CHARLES HAZZARD COLLECTIVELY OWN 71% OF OUR OUTSTANDING COMMON STOCK, THE MARKET PRICE OF OUR SHARES WOULD MOST LIKELY DECLINE IF THEY WERE TO SELL A SUBSTANTIAL NUMBER OF SHARES ALL AT ONCE OR IN LARGE BLOCKS.

Ms. Christina Mabanta-Hazzard and Mr. Charles Hazzard collectively own 10,000,000 shares of our common stock which equates to 71% of our outstanding common stock.  There is presently no public market for our common stock and we plan to apply for quotation of our common stock on the Over-The-Counter Bulletin Board upon the effectiveness of the Registration Statement of which this prospectus forms a part.  If our shares are publicly traded on the Over-The-Counter Bulletin Board, Ms. Mabanta-Hazzard and Mr. Hazzard will eventually be eligible to sell their shares publicly subject to the volume limitations, manner of sale restrictions and other restrictions application of Rule 144 of the 1933 Securities Act.  The offer or sale of a large number of shares at any price may cause the market price to fall.  Sales of substantial amounts of common stock or the perception that such transactions could occur, may materially and adversely affect prevailing market prices for our common stock.
 
GENERAL ECONOMIC AND MARKET CONDITIONS

The success of our activities may be affected by general economic conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances.

General economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances may affect the success of the Company.

The market for specific products or services offered by the Company may adversely change, thereby reducing the value of our shares of common stock.  The general economic prospects of the United States or any general fluctuations in the capital markets may also affect the value of the shares of common stock.

WE MAY EXPERIENCE FLUCTUATIONS IN OUR OPERATING RESULTS.
 
We may experience fluctuations in our operating results due to a number of factors, including the level of our expenses, the degree to which we encounter competition in our markets and general economic conditions.  As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.
 
WE WILL BE DEPENDENT UPON KEY PERSONNEL FOR OUR FUTURE SUCCESS. IF WE LOSE ANY MEMBER OF OUR MANAGEMENT TEAM, OUR ABILITY TO IMPLEMENT OUR BUSINESS STRATEGY COULD BE SIGNIFICANTLY HARMED.
 
We will depend on the diligence, skill and network of business contacts of the members of our management team. Our future success will depend to a significant extent on the continued service and coordination of the senior management team, particularly Ms. Christina Mabanta-Hazzard and Mr. Charles Hazzard. The departure of either Ms. Mabanta-Hazzard or Mr. Hazzard could have a material adverse effect on our ability to achieve our business objectives.
 
OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS WILL DEPEND ON OUR ABILITY TO MANAGE OUR FUTURE GROWTH EFFECTIVELY.
 
We are subject to the business risks and uncertainties associated with any new business enterprise. Our ability to achieve our business objectives will depend on our ability to grow. In the future, will need to hire, train, supervise and manage new employees. Failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.
 
OUR EXECUTIVE OFFICERS DO NOT HAVE EXPERIENCE IN MANAGING A PUBLIC COMPANY
 
Neither of our executive officers have training or experience in managing and fulfilling the regulatory reporting obligations of a public company.  Thus, we will have to hire professionals to undertake these filing requirements, which will increase the overall cost of our operations.  Although Christina Mabanta-Hazzard will devote 25% of her week to her duties as the Chief Financial Officer, she is not an employee of the Company, and therefore she will be dependent on outside professionals to provide additional assistance to the Company.  Ms. Mabanta-Hazzard does not have a background in accounting.  Therefore, Ms. Mabanta-Hazzard has and will continue to consult with outside accountants to get advice and supervision in her duties as Chief Financial Officer.  Since taking on her responsibilities as Chief Financial Officer, she has affectively generated accounting data.
 
 
10

 
 
Risks Related to this Offering

IF OUR STOCK PRICE FLUCTUATES, INVESTORS COULD LOSE A SIGNIFICANT PART OF THEIR INVESTMENT.

The market price of our common shares may be influenced by many factors, some of which are beyond our control, including announcements by us or our competitors of significant contracts, productions, acquisitions or capital commitments, variations in quarterly operating results, general economic conditions, terrorist acts, future sales of our common shares and investor perception of us. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.
 
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.

A market for our common stock may never develop.  We currently plan to apply for quotation of our common stock on the Over-The-Counter Bulletin Board upon the effectiveness of the Registration Statement of which this Prospectus forms a part.  However, our shares may never be traded on the Over-The-Counter Bulletin Board, or, if traded, a public market may not materialize.  If our common stock is not traded on the Over-The-Counter Bulletin Board or if a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.

IF THE SELLING SHAREHOLDERS SELL A LARGE NUMBER OF SHARES ALL AT ONCE OR IN BLOCKS, THE MARKET PRICE OF OUR SHARES WOULD MOST LIKELY DECLINE.

The selling shareholders are offering 4,100,000 shares of our Common stock through this prospectus. Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the Common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall.  The outstanding shares of common stock covered by this prospectus represent 29% of the common shares outstanding as of the date of this Prospectus.
 
BECAUSE WE WILL BE SUBJECT TO THE “PENNY STOCK” RULES ONCE OUR SHARES ARE QUOTED ON THE OVER-THE-COUNTER BULLETIN BOARD, THE LEVEL OF TRADING ACTIVITY IN OUR STOCK MAY BE REDUCED.

Broker-dealer practices in connection with transactions in "penny stocks" are regulated by penny stock rules adopted by the Securities and Exchange Commission.  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on NASDAQ).  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

IF OUR SHARES ARE QUOTED ON THE OVER-THE-COUNTER BULLETIN BOARD, WE WILL BE REQUIRED TO REMAIN CURRENT IN OUR FILINGS WITH THE SEC AND OUR SECURITIES WILL NOT BE ELIGIBLE FOR QUOTATION IF WE ARE NOT CURRENT IN OUR FILINGS WITH THE SEC.

In the event that our shares are quoted on the Over-The-Counter Bulletin Board, we will be required to remain current in our filings with the SEC in order for shares of our common stock to be eligible for quotation on the Over-The-Counter Bulletin Board.  In the event that we become delinquent in our required filings with the SEC, quotation of our common stock will be terminated following a 30 or 60 day grace period if we do not make our required filing during that time.  If our shares are not eligible for quotation on the Over-The-Counter Bulletin Board, investors in our common stock may find it difficult to sell their shares.
 
 
11

 

STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES IN WHICH YOU CAN SELL THE SHARES OFFERED BY THIS PROSPECTUS.
 
If you purchase shares of our common stock sold by the selling stockholders in this offering, you may not be able to resell the shares in any state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our common stock in any particular state, the shares of common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the market for the common stock will be limited which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder’s ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his investment.
 
STATE SECURITIES - BLUE SKY LAWS
 
Transfer of our common stock may also be restricted under the securities regulations or laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the Blue Sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state Blue-Sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the shares of our common stock for an indefinite period of time.

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  The actual results could differ materially from our forward-looking statements.  Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this Prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered through this Prospectus by the selling shareholders.

DETERMINATION OF OFFERING PRICE

There is no public trading market for our stock and as a result, any determination of offering price does not reflect a market price. Further, the few recent transactions in our securities provide limited information in determining an offering price.  All shares being offered will be sold by existing shareholders without our involvement. We have set the price for purposes of this Registration Statement at $.50 per share. This price is based upon the following factors: (i) in February and March, 2008, 600,000 shares were sold to three different investors, in arms length transactions at prices ranging from $.50 to $.83 per share; (ii) in December, 2008, we issued issued 1.3 million stock options to our President, Chief Financial Officer and certain key vendors at an exercise price of $.50. The per share prices used in the 600,000 shares sold by us to certain investors was determined through discussion with potential investors in determining a price that they would be interested in paying per share. The options issued to our officers were based upon the price paid for stock in 2008. These are the only transactions that have taken place with our shares of stock since February, 2008.
 
DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding.  Accordingly, there will be no dilution to our existing shareholders.
 
 
12

 
 
SELLING SHAREHOLDERS

The selling shareholders named in this Prospectus are offering all of the 4,100,000 shares of common stock offered through this Prospectus.

The following table provides information regarding the beneficial ownership of our common stock held by each of the selling shareholders as of  June 1, 2010 including:

1.
The number of shares owned by each prior to this offering;
2.
The total number of shares that are to be offered by each;
3.
The total number of shares that will be owned by each upon completion of the offering;
4.
The percentage owned by each upon completion  of the offering; and
5.
The identity of the beneficial holder of any entity that owns the shares.

The named party beneficially owns and has sole voting and investment power over all shares or rights to the shares, unless otherwise shown in the table.  The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this Prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.  The percentages are based on 14,100,000 shares of Common stock outstanding on  September 30, 2010.
 
In the table below, next to the name of each of the Selling Shareholders, is a corresponding number for each transaction of which the Selling Shareholder obtained and/or exchanged shares of the Company.  Below is the corresponding list of numbers for each transaction.
 
The Selling Shareholders obtained their shares pursuant to the following transactions:
 
1.
Game Plan Holdings, a Canadian corporation (“Game Plan Canada”) raised $121,462 in 2007 exclusively from investors domiciled in Canada.  Pursuant to the aforementioned raise, Game Plan Canada issued 3,070,000 shares of stock of Game Plan Canada.   This raise was exempt from the registration under Regulation S of the Securities Act of 1933, as it involved an issuer formed under the laws of Canada, an issuer operating exclusively in the country of Canada and made offers and sales exclusively to individuals residing in Canada. This offering also complies with Rule 504 of the Securities Act of 1933 as it was for less than $1 million and involved less than 35 non-accredited investors.
 
2.
On December 31, 2007, the Company, Game Plan Canada, and its shareholders (the “Game Plan Canada Shareholders”) entered into a Reorganization Agreement (the “Reorganization Agreement”) and corresponding Amendment Number One to Reorganization Agreement (the “Amendment”).   The majority of the Selling Shareholders, or 3,402,000 shares, were allocated pursuant to the Reorganization Agreement.  Pursuant to the Reorganization Agreement, the original shareholders of the Company received a total of 332,000 shares of the Company in exchange for their holdings of the Company.  Pursuant to the Reorganization Agreement, the Game Plan Canada Shareholders exchanged 3,070,000 shares of the Game Plan Canada on a one-for-one basis for common stock of the Company.
 
3.
During 2008, the Company issued 550,000 shares of common stock and thus raised $387,500 from four accredited investors, all domiciled in the United States. This offering was exempt from registration under Rule 506 of the Securities Act of 1933.  
 
4.
Pursuant to the Reorganization Agreement and Amendment, Mr. Charles Hazzard received a total of 2,148,000 of shares on September 7, 2008. On the same day, Mr. Hazzard gifted 15,000 of these shares to his father Charlie Hazzard and 88,000 shares to a friend, Brent Lencowski. On September 7, 2008, Mr. Hazzard provided shares for services rendered to the Company. Mr. Hazzard transferred 10,000 shares to Michael Jacobson (for legal services), 30,000 shares to Mr. Robert Hides (for website development), and 5,000 shares to Mr. Kevin O'Neil (for website development).
 
 
 
13

 
 
 
Name of Selling Shareholder
Shares
Owned
Prior to
this
Offering
Total
Number of
Shares to
be Offered
for Selling
Shareholder
Account
Total Shares to
be Owned Upon
Completion
of this Offering,
assuming the
Shareholder
sells all of
their
Shares.
Percent
Owned Upon
Completion
of this Offering,
assuming that the
Shareholder
sells all of
their Shares
Doreen Action (1)(2)
50,000
50,000
Zero
Zero
Hank Alberts (2)
1,000
1,000
Zero
Zero
Jim Ange (2)
1,000
1,000
Zero
Zero
Gene Barr (2)
1,000
1,000
Zero
Zero
John Bates (2)
1,000
1,000
Zero
Zero
Sandra J. Bowell (1)(2)(3) – 300,000 shares were purchased pursuant to transactions (1) and (2), 100,000 shares were purchased in transaction (3)
400,000
400,000
Zero
Zero
Garrick Boyd (1)
30,000
30,000
Zero
Zero
Mark W. Bullard (1)(2)
1,000
1,000
Zero
Zero
Max Clark (2)
1,000
1,000
Zero
Zero
Sue Clark (2)
1,000
1,000
Zero
Zero
David Scott Clegg (2) 25,000 25,000  Zero  Zero
Concepcion Industries (1)(2)
(These shares have been added to the number of total holdings of Concepcion Mabanta.  Therefore, they are only counted once in the total calculation of Selling Shareholders for the holdings of Concepcion Mabanta)
200,000 200,000  Zero  Zero
Alejandro Diaz (2)
1,000
1,000
Zero
Zero
Fauscom Investment Ltd. (1)(2)
(These shares have been added to the number of total holdings of Concepcion Mabanta.  Therefore, they are only counted once in the total calculation of Selling Shareholders for the holdings of Concepcion Mabanta.)
350,000
350,000
Zero
Zero
Chuck Feingold (2)
1,000
1,000
Zero
Zero
Jan Ferrante (1)(2)
30,000
30,000
Zero
Zero
Earl Fritz (1)(2)
20,000
20,000
Zero
Zero
Harry & Geraldine Gordon Trust (3)
150,000
150,000
Zero
Zero
Ulrich Gottschling (3)
1,000
1,000
Zero
Zero
Charlie Hazzard (4)
15,000
15,000
Zero
Zero
Robert Hicks(4)
30,000
30,000
Zero
Zero
Horwitz & Cron, L.P. (2)
300,000
300,000
Zero
Zero
Fraser Inouye (1)(2)
30,000
30,000
Zero
Zero
Michael Jacobsen (4)
10,000
10,000
Zero
Zero
Bernard C. Jasper (2)
1,000
1,000
Zero
Zero
Matt Jennings (2)
1,000
1,000
Zero
Zero
Robert Jennings (2)
1,000
1,000
Zero
Zero
Robert Jerhoff (2)
100,000
100,000
Zero
Zero
Robert Jewell (2)
1,000
1,000
Zero
Zero
Matthew Jong (1)(2)
100,000
100,000
Zero
Zero
Richard Katz (1)(2)
20,000
20,000
Zero
Zero
David Keleman (2)
1,000
1,000
Zero
Zero
Ray Kirkpatrick (1)(2)
15,000
15,000
Zero
Zero
Kenneth Kuczka (1)(2)
15,000
15,000
Zero
Zero
Derek Lanser (1)(2)
20,000
20,000
Zero
Zero
Barry J. Lee (1)(2)
10,000
10,000
Zero
Zero
Brent Lincowski (4)
88,000
88,000
Zero
Zero
Fransisco Ma (1)(2)
100,000
100,000
Zero
Zero
Concepcion Mabanta (1)(2)
(Conception Mabanta directly beneficially owns 350,000 shares held in her name.  She indirectly beneficially owns 200,000 shares which is directly beneficially owned by Conception Industries and 350,000 shares directly beneficially owned by Fauscom Investment, LP.  *See note below)
900,000
900,000
Zero
Zero
Fausto Mabanta (1)(2)
250,000
250,000
Zero
Zero
Justin Mabanta (1)(2)
350,000
350,000
Zero
Zero
Melissa Mabanta (1)(2)
350,000
350,000
Zero
Zero
Mark Molenaar (2)
1,000
1,000
Zero
Zero
Kevin O’Neil (4)
5,000
5,000
Zero
Zero
Ken Oppeltz (2)
1,000
1,000
Zero
Zero
Robert Orcott (2)
1,000
1,000
Zero
Zero
Brady Osmond (2)
1,000
1,000
Zero
Zero
Ron Osmond (2)
1,000
1,000
Zero
Zero
Todd Palmer (2)
1,000
1,000
Zero
Zero
John Panasuk (2)
1,000
1,000
Zero
Zero
Fern Petit (2)
1,000
1,000
Zero
Zero
Redcroft Consulting (1)(2)
30,000
30,000
Zero
Zero
Lawrence T. Redlinger (1)(2)
20,000
20,000
Zero
Zero
Jack Sanders (2)
1,000
1,000
Zero
Zero
Marvin James Schiff Survivors Trust (3)
150,000
150,000
Zero
Zero
Vanessa Tina Schiff Trust (3)
150,000
150,000
Zero
Zero
John Schmidt (2)
1,000
1,000
Zero
Zero
Ross Seymour (2)
1,000
1,000
Zero
Zero
Brian E. Sims (1)(2)
100,000
100,000
Zero
Zero
Kevin Sutherland (2)
1,000
1,000
Zero
Zero
Marilyn Sutherland (1)(2)
20,000
20,000
Zero
Zero
Susan Ternes (1)(2)
20,000
20,000
Zero
Zero
Jim Tilton & Stephanie Tilton (2)
1,000
1,000
Zero
Zero
Anitha Vasireddi (1)(2)
100,000
100,000
Zero
Zero
Eddie Wenrick (2)
1,000
1,000
Zero
Zero
Arianne Westby (2)
1,000
1,000
Zero
Zero
Harry W. White (1)(2)
10,000
10,000
Zero
Zero
John Williams & Shawna Williams JT Ten (2)
1,000
1,000
Zero
Zero
Paddy Wong (1)(2)
25,000
25,000
Zero
Zero
Victor L. Yokoi (1)(2)
15,000
15,000
Zero
Zero
Suyong Yoo (1)(2)
15,000
15,000
Zero
Zero
Dale Zch (2)
1,000
1,000
Zero
Zero
Total:
4,100,000
4,100,000
   
 
 
14

 
 
Other than as set forth below, none of the selling shareholders: (1) has had a material relationship with us other than as a shareholder at anytime within the past three years; or (2) has ever been one of our officers or directors:

·
Lawrence Horwitz served as the president, secretary, treasurer and as the sole director on the board of directors from March 25, 1999 until April 1999.  From 2000-2003, Lawrence Horwitz served as the president, secretary, treasurer and as the sole director on the board of directors.  From 2004-2007, Lawrence Horwitz served as the secretary, treasurer and as a director on the board of directors. Mr. Horwitz is presently a partner in the law firm which is our legal counsel.
·
*Concepcion Mabanta beneficially owns a total of  900,000 shares of the Company.  She directly beneficially owns 350,000 shares of the Company in her name.  However, she is the indirect beneficial owner of 200,000 shares directly beneficially owned by Concepcion Industries and 350,000 shares directly beneficially owned by Fauscom Investment Ltd. because both companies are wholly owned by Concepcion Mabanta. In addition, Concepcion Mabanta is the mother of our Chief Financial Officer, Christina Mabanta-Hazzard and mother-in-law to our Chief Executive Officer Chuck Hazzard .   Therefore, in total Conception Mabanta has an indirect beneficial interest in 550,000 shares of the Company, due to her ownership of Concepcion Industries and Fauscom Investment Ltd, and she has a direct beneficial ownership of 350,000 shares of the Company because such shares in her name directly.
·
Charlie Hazzard is the father of Charles Hazzard, our President and a member of our Board of Directors.
·
Francisco Ma is the uncle of our Chief Financial Officer, Christina Mabanta-Hazzard.
·
Concepcion Mabanta is the mother of our Chief Financial Officer, Christina Mabanta-Hazzard and has a controlling interest in Fauscom Investment Ltd.  Concepcion Mabanta was paid $38,000 in 2007 and $1,125 in 2008 for consulting services rendered to the Company.  The Company  loaned Concepcion Mabanta’s brother-in-law, Ramon Mabanta, $1,246.
·
Fausto Mabanta is the father of our Chief Financial Officer, Christina Mabanta-Hazzard.
·
Justin Mabanta is the brother of our Chief Financial Officer, Christina Mabanta-Hazzard.
·
Melissa Mabanta is the sister of our Chief Financial Officer, Christina Mabanta-Hazzard.
 

PLAN OF DISTRIBUTION

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

1.
On such public markets or exchanges as the common stock may from time to time be trading;
2.
In privately negotiated transactions;
3.
Through the writing of options on the common stock;
4.
In short sales; or
5.
In any combination of these methods of distribution.

The sales price to the public is fixed at $0.50 per share until such time as the shares of our common stock become traded on the Over-The-Counter Bulletin Board or another exchange.  Although we intend to apply for quotation of our common stock on the Over-The-Counter Bulletin Board, public trading of our common stock may never materialize.  If our common stock becomes traded on the Over-The-Counter Bulletin Board, or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale.  In these circumstances, the sales price to the public may be:

1.
The market price of our common stock prevailing at the time of sale;
2.
A price related to such prevailing market price of our common stock; or
3.
Such other price as the selling shareholders determine from time to time.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

The selling shareholders may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions.  Any broker or dealer participating in such transactions as an agent may receive a commission from the selling shareholders or from such purchaser if they act as agent for the purchaser. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us.  Such partners may, in turn, distribute such shares as described above.

We are bearing all costs relating to the registration of the common stock.  The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
 
The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act in the offer and sale of the common stock.  In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may among other things:

1.
Not engage in any stabilization activities in connection with our common stock;
2.
Furnish each broker or dealer through which common stock may be offered, such copies of  this Prospectus, as amended from time to time, as may be required by such broker or dealer; and
3.
Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange  Act.
 
 
15

 
 
DESCRIPTION OF SECURITIES

Common Stock

We have 100,000,000 common shares authorized, with a par value of $0.001 per share, of which 14,100,000 shares were outstanding as of September 30, 2010.

Voting Rights

Holders of common stock have the right to cast one vote for each share of stock in his or her own name on the books of the Company, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including the election of directors.  Except where a greater requirement is provided by statute or by the Articles of Incorporation, or by the Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of a majority of the outstanding shares of the common voting stock shall constitute a quorum for the transaction of business. The vote by the holders of a majority of such outstanding shares is also required to effect certain fundamental corporate changes such as liquidation, merger or amendment of the Company's Articles of Incorporation.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Pre-emptive Rights

Holders of common stock are not entitled to preemptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are, and the shares of common stock offered hereby will be when issued, fully paid and non-assessable.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Stock Options

In 2008, we adopted the 2008 Stock Option Plan (the “Plan”).  Under the plan, we reserved up to 1,400,000 options for certain employees and independent contracts to have the option to purchase our common stock with certain restrictions and limitations.  Such options to purchase our common stock pursuant to the Plan, were granted to Mr. Charles Hazzard, Ms. Christina Mabanta-Hazzard and 10 independent contractors for a total of 1,200,000 options  Thus, under the Plan, the aforementioned  shall have the option to acquire the common stock of the Company at $0.50 per share for a term of two years.  Such term to purchase the shares of common stock shall commence on the start date when the common stock of the Company begins trading on the Over-The-Counter Bulletin Board.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
 
 
16

 

Transfer Agent

Our transfer agent is Quicksilver Stock Transfer, LLC who is located at 6623 Las Vegas Blvd. South, #255, Las Vegas, NV 89119.
 
INTEREST OF NAMED EXPERTS AND COUNSEL

Other than as noted below, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.   Horwitz & Cron, L.P., owns 300,000 shares of the Company.

The law firm of Horwitz& Cron,L.P., our legal counsel, has provided an opinion on the validity of our common stock.

Certified Public Accountants, Dejoya Griffith & Co., LLC,  has audited our financial statements included in this Prospectus and Registration Statement to the extent and for the periods set forth in their audit report.  Dejoya Griffith & Co., LLC. has presented their report with respect to our audited financial statements.  The report Dejoya Griffith & Co., LLC. is included in reliance upon their authority as experts in accounting and auditing.
 
DESCRIPTION OF BUSINESS

In General

Game Plan Holdings, Inc., a Nevada corporation, doing business as Hazzsports.com and Totalscout.com (the “Company”), owns and operates two social networking websites, www.hazzsports.com and www.totalscout.com. We maintain approximately 1000 square feet at 1712 Ravanusa Drive in Henderson, Nevada as our executive office space. The office space in located in a residential home, which is owned by Fauscom Investment Ltd., a shareholder of the Company.  We have a three-year  lease with Fauscom Investment Ltd. in which we make monthly payments of $2,300.  Concepcion Mabanta, the mother of Christina Mabanta- Hazard, is the sole shareholder of Fauscom Investment, Ltd. Our website servers and software development activities are conducted by third party vendors off-site. Hazzsports.com is an online social networking website offering an interactive resource for sports enthusiasts.  This online community provides a free area on the web for athletes, sports fans, coaches and friends to network socially and professionally with each other.  In addition, the Company owns and operates Totalscout.com, which is also a social networking website which provides college baseball coaches with a way to create scouting reports and to request scouting reports on opposing teams.
 
The Company has a limited operating history, thus there is little information upon which to base an evaluation of our business and prospects. We lack any meaningful financial history against which a potential investor can judge our performance or that, if known, would be of assistance in evaluating our business prospects or the merits of investing in the Company.  We compete against several competitors, many of which are larger and have greater financial resources and better access to capital markets than us.
 
Our plan of operations is to attract advertisers and thus grow our websites, Hazzsports.com and Totalscout.com, which will allow us to diversify the websites to include additional services and products.
 
Business Development

During the fourth quarter of 2007, Game Plan Canada provided us with $329,970 to assist with our website development and other expenses. We executed the Reorganization Agreement with Game Plan Canada and its shareholders on December 31, 2007 (the “Reorganization Agreement”) and Amendment One to the Reorganization Agreement on July 11, 2008 (the “Amendment”).

Pursuant to the Reorganization Agreement and Amendment, the final distribution was 8,000,000 shares of common stock in the name of Christina Mabanta-Hazzard, 2,148,000 shares of common stock in the name of Charles Hazzard, 332,000 shares in the names of the various Shareholders of the Company and 3,070,000 shares in the names of the Game Plan Canada Shareholders.

Prior to the Reorganization Agreement and Amendment, Concepcion Mabanta, mother to Christina Mabanta-Hazzard was the sole officer and director of Game Plan Canada.  Ms. Mabanta-Hazzard was a majority shareholder of the Company, however she did not act as an officer or director of Game Plan Canada at any time.  In addition, Mr. Hazzard was not an officer, director nor a shareholder of Game Plan Canada at anytime.

For the years of 2008, 2009 and 2010, we have focused upon the development and improvement of our two websites: Hazzsports.com and TotalScout.com.  These efforts include expanded website functionality, improved ease of use, increased traffic and search engine positioning and advanced website metrics to provide improved measurement of website performance.  We believe that these activities will improve website traffic thereby increasing the probability that we will attract advertising revenue for our websites.  While there is no assurance, we believe, based upon our initial improved traffic, that we will commence generating limited advertising revenue during the first quarter of 2011.  We anticipate that these revenues will initially be no more than $1000 per month. 
 
 
 
17

 
 
Industry Background
 
Online Social Networking
 
Online social networking is rapidly growing and evolving to include a broad spectrum of websites and online services. From a category that attracted a relatively small number of users a few years ago, social networking websites now attract millions of users worldwide.  The popularity of such social networking websites is because people have an innate desire to connect with others, be part of a community, express themselves and maintain personal relationships.  Generally, relationships are based on similar affiliations which are related to shared experiences such as family, school, hobbies or the workplace. People seek to nurture these relationships as well as other affiliations, such as those based on common interests, hobbies and trends.
 
The Internet has helped bridge boundaries as a new communication platform. Email was an early means by which people communicated on the Internet. However, email by itself does not connect people with common interests and backgrounds. Online social networking websites were developed to facilitate the social interaction of large numbers of individuals and are becoming increasingly popular for socializing with friends, family and colleagues. Widespread adoption of broadband Internet access, digital photography and online video has also served as a catalyst for growth in online social networking, facilitating the sharing of content over the Internet.
 
Social networking websites fulfill a number of different needs, allowing users to find and connect with individuals from their past and interface with new people based on shared interests, goals or other criteria. As such, generally social networking users choose to participate in and develop affiliations through more than one online social networking service. These websites and services are used by individuals to post content about themselves and to comment on the content posted by others. Users of social networking services may interact and communicate through email as well as through a variety of other online forums, including instant messaging, blogging, the posting of pictures and videos, voice chat and discussion groups. Many social networking services provide users with tools that enable individuals to identify, build and maintain personal networks from their relevant affiliations.
 
Many advertisers, recognizing that consumers spend an increasing amount of time online, view social networking websites as an attractive marketing medium for their products and services.  However, certain aspects of many social networking websites pose challenges for advertisers.  For example, many branded advertisers want the ability to deliver targeted advertisements to users with certain desirable demographics and demonstrated purchasing ability.  However, not all social networking websites collect comprehensive demographic data on their members, and many enable users to create "alias" identities whose related profiles may contain incomplete or inaccurate information. In addition, members on social networking websites may post forms of user generated content with which advertisers may not want their products or services to be associated.
 
Many social networking websites also face challenges in attracting, retaining and monetizing online audiences. While there is a wide range of online social networking websites available today, only a limited number have demonstrated an ability to build large-scale and sustainable audiences. Scale in a social network is required to create a "network effect," where members of the network benefit from the presence of other members, potentially accelerating growth in user activity and website visits. In addition, only a limited number of social networking websites has demonstrated that users are willing to pay for online social networking services.
 
Competition

The market for our websites is competitive, and we expect competition to significantly increase in the future.  We maintain two separate websites, which focus upon two very different market segments.

Hazzsports.com is an online social networking website offering an interactive resource for sports enthusiasts.  This online community provides a free area on the web for athletes, sports fans, coaches and friends to network socially and professionally with each other.   It further provides a location on the internet for college coaches and high school athletes to connect and interact.   Our competitors with the Hazzsports.com website include websites focused upon young athletes and team sports,  such as www.berecruited.com and www.sportsvite.com.
 
 
18

 
 
Berecruited.com provides an online network connecting high school athletes and college coaches.  According to their recent press releases, Berecruited.com was founded in 2009 by a former collegiate athlete. It claims to be the largest online resource assisting high school athletes in identifying potential college athletic programs which maybe interested in them.  While Berecruited.com is a private company, and as a result there is little public information available regarding its financial status, it would appear that Berecruited.com is an early stage venture similar to our company.   Berecruited.com appears to focus exclusively upon high school athlete recruitment and while this is one area in which Hazzsports.com provides an electronic community, it is not the exclusive focus of Hazzsports.com.

Sportsvite.com promotes itself as a tool for organizing sports teams and related events such as practices and games.
Sportsvite.com is owned by a private company by the name of  212Media, Inc. focused upon launching portfolio companies across sports social media, on-demand programming and publishing. These companies include Saavn, a movie production and distribution company specializing in Bollywood (films made in India), Snakblox, an online gaming and sports content website and Speakaboos, a website providing content and activities for small children.  Because Sportsvite.com is a private company it is difficult to gauge its financial status, but its multiple websites would appear to have a competitive advantage over our Hazzsports.com website in that they provide complementary content and traffic between the various websites.

Berecruited.com and Sportsvite.com demonstrate that the barriers to entry for potential competitors of Hazzsports.com are not substantial.   We anticipate that a number of other software developers will launch websites which compete directly or indirectly with Hazzsports.com. While our approach is to provide a broad electronic community for sports and athletic enthusiasts, we do anticipate that other better financed companies will launch websites competitive with Hazzsports.com  and if our management does not continue to provide desirable content and services to this community, our business operations maybe severely adversely effected.

Totalscout.com caters to a very different marketplace relative to Hazzsports.com. Totalscout.com is an online tool utilized exclusively by collegiate coaching staffs to standardize and electronically organize the process of generating scouting reports and then sharing them with other teams.  We have initially launched this only among college baseball teams, but anticipate expanding this to collegiate softball teams in Fall, 2010.  If successful, we will continue to examine opportunities in other sports.  We have been unable to identify a company providing services identical to Totalscout.com, however companies such as www.perfectgame.org and www.rivals.com compete with certain aspects of Totalscout.com’s business plan.

Perfectgame.org provides a subscription based service, over the internet, providing scouting reports on high school prospects that may be of interest to college coaches.  These scouting reports are generated primarily at showcase tournaments organized by Perfectgame.org.   While Perfectgame.org does not provide an electronic tool similar to the process deployed at Totalscout.com, Perfectgame.org is an example of a website providing a scouting service, utilized by college coaches, for which college coaches pay a subscription fee.   We believe that sites such as Perfectgame.org will eventually be viewed by the marketplace as a useful place for collegiate coaches and their staffs to gather and review information.   Perfectgame.org is owned by Perfect Game USA, Inc. a well established private company with scouting operations throughout the United States.  Perfectgame.org’s market placement and extensive presence throughout the United States suggests that its resources and experience are superior to our early stage internet deployment and that as a result, if Perfectgame.org were to create tools competitive with Totalscout.com, this would create a serious competitor in the marketplace.

Our Strategy
         
Our overall  objective is to continue to grow our position in the online social networking venue with the following key elements of our business plan:

We intend to continue to increase and improve our services through our websites where:
 
We will provide  new online communities with a free area on the web for athletes, sports fans, coaches and friends to network socially and professionally with each other where members will be able to showcase their talents and abilities to coaches and scouts. We anticipate that this will be completed prior to the end of calendar year 2010.
We intend to enhance the functionality of our websites to provide our members with an easier and more entertaining way to interact and share a wider variety of content.  This will be an ongoing process which has already commenced and will continue for the foreseeable future.
We also plan to setup strategic partnerships with companies that have already established themselves in the 15-35 age market. These partnerships may include sporting event sponsorships and/or sports educational programs at the high school or college level. We anticipate that we will begin approaching potential strategic partners during the fourth quarter of 2010 and will continue into calendar year 2011.
 
 
 
19

 
 
We plan to continue to increase awareness of  our websites in order to expand our membership base.
 
We intend to improve the registration process on our websites, with the goal of making registration user-friendly and effective. We anticipate that this will be completed during the third quarter of calendar year 2010.
We intend on sending out professional photographers to local sporting events. These photographers will be taking pictures and handing out cards to the athletes and their parents so that they can download the pictures for a fee from Hazzsports.com.   We have begun test marketing this process and intend to continue for the foreseeable future.
 
We intend to increase both subscription and advertising revenues by enhancing the value of our services to our members as well as to advertisers.
 
We believe our strategy of enhancing member experience and engagement on  our websites  will increase the frequency of visits and the time spent on our websites. We intend to capitalize on this opportunity and increase our advertising revenues by working with brand advertisers seeking to reach relevant online consumers.
We intend in the future to develop additional sophisticated methods for designing advertising campaigns for our members that are specifically tailored to an individual's personal interests, purchasing behavior and demographic profile.

We intend to pursue strategic acquisitions and expansion opportunities.    
 
We intend to actively identify and assess a variety of strategic businesses, services and technologies that we believe may provide us with the opportunity to leverage our assets and core competencies, expand our geographic reach or that complement our existing businesses. We have commenced this process, but have not yet identified any viable acquisition candidates.
We plan to continue to evaluate opportunities to expand upon our business plan.

Our Services
 
Hazzsports.com
 
Below are the following current and future lines of business of Hazzsports.com:

Hazzssports.com Website

Hazzsports.com has been up and running for 3 years and has a total user base of roughly 7,000 members.  However, since December of 2009, Hazzsports.com has gained more than 2000 members.  We believe that this spike in membership is a result of our new version launch in December of 2009.  Since we do not have any current revenues for this website we are planning an even more radical change to boost membership.  We are currently planning to steer Hazzsports.com toward a video based instructional website for athletes looking to improve their abilities.  For the past month we have been in the development stage for this enhancement and anticipate commencing computer programming in July of this year.  Upon completion, users will view instructional videos free of charge but they will be prompted to purchase a subscription if they want our staff at Hazzsports.com to evaluate videos they upload.  The anticipated launch of the new Hazzsports.com is October of 2010.

To access the free membership service, Hazzsports.com visitors will be invited to join as members and complete a brief membership form. The member must have a valid email address, provide a password and create a username.  There will be no additional fees for a full membership.  Members can then elect to build their profile and provide information about their personal interests, post photos and videos and post blogs.
 
 
20

 

Members have free access to the following features:

 
Members can use our search feature to locate individuals who are also members in our member database.
 
Members can post information about themselves, including personal profiles, biography information, and photos.
 
Members can view other members' posted information, including personal profiles, biography information, and photo albums.
 
Members have access to, and can read messages posted on our message boards.
 
Members can communicate using the Instant Message and Chat Room features.
 
Members can get up-to-the-minute sports news, scores and player statistics.
 
Members can schedule events and tournaments on their own personal calendar.
 
Members can play over 400 free arcade games.
 
Email Marketing

Popular networks, such as Facebook and MySpace, have subscriber volumes measuring in the hundreds of millions. To target members from the aforementioned popular networks, our campaign includes setting up awareness profiles on Facebook and MySpace to promote and educate the general public in regards to our site. These awareness profiles will function as informational flyers on the Internet.  This type of initial marketing strategy is free and can be used to interact with our target market.

Photo Events

Hazzsports.com is currently in the Beta testing phase of our Photo Events Application.  We will be sponsoring key sporting events where we will have professional photographers taking pictures of the athletes at the events. This application will allow our members to view, download, or purchase photos of themselves that one of our photographers has taken during the course of the event. Members will be able to download their photos for free with the Hazzsports.com watermark on the photo.  If our members wish to have the watermark removed, or if they would like prints sent to them, they will be prompted to pay for those services.

Affiliate Programs

Hazzsports.com will offer itself as an affiliate to strategic partners.  We are currently reviewing a proposal from sporting goods retailers looking to sell their products through Hazzsports.com.  In return for providing a space on Hazzsports .com for these retailers to sell their products, we will in turn receive a percentage of each sale.

The Company has financed its business plan with funds provided by management, as well as outside capital.  The Company’s strategy is to focus on activities that generate cash flow in the short term to cover present operating expenses, to develop contacts and alliances and to fund future projects.

The Company has recruited or is in the process of recruiting senior level executive talent to expand contacts, manage assets and increase our ability to raise funds.

Totalscout.com

Below are the following current and future lines of business of Totalscout.com.
 
 
21

 

Online Scouting Reports

Totalscout.com was launched in February of 2010 and currently has 145 NCAA Division 1 Universities signed up.  A number of these schools are among the most successful college programs in the county, including: the University of Arizona, Pepperdine University, Cal State Fullerton, Tulane, Auburn, Mississippi State, Cal Berkeley, and TCU.  During the 2010 season we provided coaches with access free of charge to demonstrate the benefits of utilizing our system.  In 2011 they will be required to pay a subscription fee of $250 per school per season.  Although we have not generated any revenue to date for Totalscout.com, the feedback we have received from the present users of the system suggests that we will generate revenues in 2011.  We believe that once major programs sign onto the system, there will be increasing pressure upon other colleges to utilize our system as well.  We also intend to launch a  version of Totalscout.com in December of 2010 for women’s college softball programs.  We intend to use much of the same format and business plan as presently used for the baseball tool Softball coaches will be given the site for free in 2011 and will be required to pay during the 2010 season.

Prior to a college baseball team playing an opposing team, college baseball coaches like to obtain pertinent information on the opposing team so they can better prepare for an upcoming game.  This type of information is generally put together by a team or teams who have played that common opponent in previous weeks.  The information is laid out typically in an excel spreadsheet format and called a “Scouting Report”.  The process by which coaches obtain these Scouting Reports starts by a coach researching their opposing team’s schedule.  Then the coach will then contact several teams that have already played this opponent, and request a Scouting Report if one is available. Such Scouting Reports are then consolidated into one Scouting Report prepared by the coach and his staff.
 
This process is tedious and takes baseball coaches and their staffs several hours and/or days to prepare such Scouting Reports.  What Totalscout.com does is that it provides a way to standardize Scouting Reports and provide a shared resource of such scouting information.  However, such sharing of Scouting Reports is only provided to the requestor if the collector of the information (i.e. the person who posts the information) permits the view and use of the posted secured information that they have collected.  Thus, on Totalscout.com, a member of the website would simply search the team that they in theory they are about to play, click on the request link for reporting information.  By clicking on the link, email and text messages are sent to the person who posted the information to get an approval or denial.  Thus, the person who posts the information can either accept or deny the request.  In effect, the coaches and their staff no longer have to deal with voluminous phone calls for such information and can simply reply via email.
 
Expansion

We would like to expand the website’s scope so that is not only used by college baseball coaches, but would also be used by high school baseball coaches and collegiate softball.
 
Advertising Sales
          
In the future, we are planning that a portion of our revenue from our social networking services will be derived from advertising fees.  Such fees will be generated from the display of third-party registration offers at the end of our account registration process and other display advertisements referring members to third-party websites or services. We plan that the advertising on our websites will include text and graphic placements on the member home page and profile pages.  We plan on attracting a wide range of advertisers to our websites, and we plan to engage in a variety of promotions and integrated offerings with advertisers.
 
 
22

 

Marketing

Our primary marketing efforts have been focused on attracting new members via a word of mouth campaign. However, we also plan to engage in a variety of other marketing activities which will include online search initiatives, sponsorships and, from time to time, radio, television and print advertising. To drive more potential members to our websites without incurring additional costs, we are planning on implementing and evaluating additional methods to increase the probability that our websites will be represented in the search results of online search engines. In addition, we are evaluating a number of methods to enhance the network effect of our services to encourage members to invite friends and family to join our websites. We intend to continue to evaluate and engage in a variety of marketing channels to cost effectively acquire new members and promote our brands.

Government Regulations
          
We are subject to state, federal and international laws and regulations applicable to online commerce, including user privacy policies, product pricing policies, website content and general consumer protection laws. Laws and regulations have been adopted, and may be adopted in the future, that address Internet-related issues, including online content, privacy, online marketing, unsolicited commercial email, taxation, pricing and quality of products and services. Some of these laws and regulations, particularly those that relate specifically to the Internet, were adopted relatively recently and their scope and application may still be subject to uncertainties. Interpretations of these laws, as well as any new or revised law or regulation, could decrease demand for our services, increase our cost of doing business, result in liabilities for us, restrict our operations or otherwise cause our business to suffer. Our failure, or the failure of our business partners, to accurately anticipate the application of these laws and regulations, or to comply with such laws and regulations, could create liability for us, result in adverse publicity and negatively affect our businesses.

Privacy, Data and Consumer Protection

The FTC and many state attorneys general are applying federal and state consumer protection laws to the online collection, use and dissemination of personal information and the presentation of website content. These regulations include requirements that we establish procedures to disclose and notify users of privacy and security policies, obtain consent from users for collection and use of certain types of information and provide users with the ability to access, correct and delete some of their personal information stored by us. These regulations also include enforcement and redress provisions. The specific limitations imposed by these regulations are subject to interpretation by courts and other governmental authorities. In addition, the FTC has conducted investigations into the privacy practices of companies that collect personal user information over the Internet and the use and disclosure of that information. We may become subject to the FTC's regulatory and enforcement efforts with respect to current or future regulations, or those of other governmental bodies, which may adversely affect our ability to collect demographic and personal information from members and our ability to use this information in our communications to members, which could adversely affect our marketing efforts. We believe that our information collection and disclosure policies comply with existing laws, but a determination by a state or federal agency or court that any of our practices do not meet these standards could result in liability and adversely affect our business. In addition, in the European Union member states and other foreign countries, data protection is even more highly regulated and rigidly enforced. To the extent that we further expand our business into these countries, we expect that compliance with these regulations will be more burdensome and costly for us.
 
The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act, regulates the distribution of commercial emails. Among other things, the CAN-SPAM Act provides a right on the part of an email recipient to request the sender to stop sending messages and establishes penalties for the sending of email messages which are intended to deceive the recipient as to source or content. At this time, we are applying the CAN-SPAM Act requirements to our email communications, and believe that our email practices comply with the requirements of the CAN-SPAM Act.
 
The Digital Millennium Copyright Act of 1998, or DMCA, among other things, creates limitations on the liability of online service providers for copyright infringement when users of a service post materials that infringe the copyrights of third-parties, as long as the service provider complies with the statutory requirements of the act (including taking down or blocking infringing material). The DMCA, however, does not eliminate potential service provider liability completely. To the extent we are held liable for content posted by our users, the DMCA notwithstanding, it could be potentially costly and harm our reputation or otherwise affect the growth of our business.
 
 
23

 
 
The Communications Decency Act of 1996, or CDA, regulates content of material on the Internet, and provides immunity to providers of interactive computer services for claims based on content posted by third-parties. The CDA and the case law interpreting it provide that an interactive computer service provider is immune from liability for obscene, defamatory or other illegal content posted by users of its service unless such service provider engages in activities whereby it may be deemed itself to have been involved in creating or developing the content. If we are held liable for content posted by our users it could be potentially costly and harm our reputation or otherwise affect the growth of our business.
          
The Child Online Protection Act and the Children's Online Privacy Protection Act restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from children under 13. The failure to accurately apply or interpret either of these Acts could create liability for us, result in adverse publicity and negatively affect our business.
          
We may also be subject to regulation not specifically related to the Internet, including laws affecting direct marketers and advertisers. Compliance with these laws, or the adoption or modification of laws applicable to Internet advertising or marketing, could affect our ability to market our services, decrease the demand for our services, increase our costs or otherwise adversely affect our business.

Employees

The Company has one employee, Mr. Charles Hazzard, who serves as the Company’s Chief Executive Officer.  We conduct our business largely through agreements with consultants and other independent third parties.
 
Although Ms. Christina Mabanta-Hazzard, who serves as the Company’s Chief Financial Officer, is not an employee of the Company, she devotes 25% of her time per week to the business of the Company in her capacity as the Company’s Chief Financial Officer.

Subsidiaries

We do not currently have any subsidiaries.

Patents

We do not own, either legally or beneficially, any patent.

Trademarks

The Company owns 3 trademarks, which are registered with the United States Patent and Trademark Office, Trademark Registration No. 3,609,416, Trademark Registration No. 3,521,870 and Trademark Registration No. 3,620,491.  Trademark Registration No. 3,609,416 is for the Hazzsports.com logo, Trademark Registration No. 3,521,870 is for the wording Hazzsports.com and Trademark Registration No. 3,620,491 is for the slogan “It’s better to be a Hazz been then a never was”.  The Company has abandoned its efforts in response to Serial Number 77400771 for the slogan “The Ultimate Place for Sports.”
 
Licenses and Royalties

We do not have any license or royalty agreements in place.
 
 
24

 
 
LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock

There is presently no public market for our common stock.  We plan to file an application for trading of our common stock on the Over-The-Counter Bulletin Board upon the effectiveness of this Registration Statement of which this prospectus forms a part.  We can provide no assurance that our shares will be traded on the Over-The-Counter Bulletin Board, or if traded, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission that:

1.
Contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
2.
Contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws;
3.
Contains a brief, clear, narrative description of a dealer market, including bid and asking price for penny stocks and the significance of the spread between the bid and asking  price;
4.
Contains a toll-free telephone number for inquiries on disciplinary actions;
5.
Defines significant terms in the disclosure document or in the conduct of trading in penny stocks;
6.
Contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

1.
Bid and offer quotations for the penny stock;
2.
The compensation of the broker-dealer and its salesperson in the transaction;
3.
The number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
4.
A monthly account statement showing the market value of each penny stock held in the customer's account.
 
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.
 
 
25

 

Holders of Our Common Stock

Currently, we have 75 holders of record of our common stock.

Rule 144 Shares

In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least 180 days is entitled to sell his or her shares.  However, Rule 144 is not available to shareholders for at least one year subsequent to an issuer that previously met the definition of Rule 144(i)(1)(i) having publicly filed, on Form 8K, the information required by Form 10.
 
As of the date of this prospectus, all of the selling shareholders have held their shares for more than 180 days, however it has not been at least one year since the company filed the Form 10 Information on Form 8K as contemplated by Rule 144(i)(2) and (3).  Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

We are paying the expenses of the offering because we seek to:

1.
Become a reporting company with the Commission under the Securities Exchange Act of 1934;
2.
Enable our common stock to be traded on the Over-The-Counter Bulletin Board.  

We are filing this S-1 Registration Statement with the Commission to cause us to become a reporting company with the Commission under the 1934 Act. We must be a reporting company under the 1934 Act in order that our common stock is eligible for trading on the Over-The-Counter Bulletin Board.  We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our common stock if our common stock is approved for trading on a recognized market for the trading of securities in the United States.

We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors.  In the near future, in order for us to continue with expanding our websites, we will need to raise additional capital.  We believe that obtaining reporting company status under the 1934 Act and trading on the Over-The-Counter Bulletin Board should increase our ability to raise these additional funds from investors.
 
 
 
26

 

GAME PLAN HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009
 
Table of Contents
 
Report of Independent Registered Public Accounting Firm
F-1
   
Consolidated Balance Sheet as of December 31, 2009 and 2008
F-2 -- F-3
   
Consolidated Statements of Operations for the year ended December 31, 2009, December 31, 2008 and from March 25, 1999(inception) through December 31, 2009
F-4
   
Consolidated Statement of Stockholders’ Equity (deficit) from March 25, 1999 (inception) through December 31, 2009
F-5 -- F-9
   
Consolidated Statement of Cash Flows for the years ended December 31, 2009, December 31, 2008 and from March 25, 1999 (inception) through December 31, 2009
F-10 -- F-11
   
Notes to Consolidated Financial Statements for the years ended December 31, 2009, December 31, 2008, and from March 25, 1999 (inception) through December 31, 2009
F-12
   
Consolidated Balance Sheet for the quarter ended September 30, 2010
F-23
   
Consolidated Statement of Operations for the quarter ended September 30, 2010
F-24
   
Consolidated Statement of Cash Flows for the quarter ended September 30, 2010
F-25
   
Notes to Consolidated Financial Statement for the quarter ended September 30, 2010
F-26

 
 
 
27

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 
To The Board of Directors and Stockholders
 
Game Plan Holdings, Inc.
 
Henderson, NV 89052
 
We have audited the accompanying balance sheets of Game Plan Holdings, Inc. (A Development Stage Company) as of December 31, 2009 and 2008, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and from inception (March 25, 1999) to December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.
 
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Game Plan Holdings, Inc. (A Development Stage Company) as of December 31, 2009 and 2008, and the results of their operations and cash flows for the years then ended and from inception (March 25, 1999) to December 31, 2009 in conformity with accounting principles generally accepted in the United States.
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
De Joya Griffith & Company, LLC
 
/s/ De Joya Griffith & Company, LLC
 
Henderson, Nevada
 
April 5, 2010
 
 

2580 Anthem Village Drive, Henderson, NV  89052
Telephone (702) 563-1600    Facsimile (702) 920-8049

 
 
F-1

 
 
GAME PLAN HOLDINGS, INC.
(A Development Stage Company)
 
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2009 AND 2008
 
ASSETS
 
2009
   
2008
 
Current assets
           
Cash
 
$
142,534
   
$
207,921
 
Certificates of deposit
   
207,130
     
304,352
 
Marketable securities
   
126,892
     
9,665
 
Other asset
   
2,857
     
2,451
 
Prepaid expenses
   
500
     
-
 
Related party receivable
   
1,246
     
1,246
 
                 
Total current assets
   
481,159
     
525,635
 
                 
Property and equipment, net
   
9,966
     
10,209
 
                 
Intangible assets
               
Website, net
   
6,300
     
12,115
 
                 
Other assets
               
Security deposit
   
2,300
     
2,300
 
                 
Total assets
 
$
499,725
   
$
550,259
 

 
The accompanying notes are an integral part of these consolidated financials.
 
 
F-2

 
 
GAME PLAN HOLDINGS, INC.
(A Development Stage Company)
 
CONSOLIDATED BALANCE SHEETS (cont’d)
DECEMBER 31, 2009 AND 2008
 
   
2009
   
2008
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
           
Liabilities
           
Margin account
 
$
-
   
$
2,450
 
Due to a related party
   
4,609
     
282
 
Accounts payable and other payables
   
236
     
2,092
 
                 
Total current liabilities
   
4,845
     
4,824
 
                 
Total liabilities
   
4,845
     
4,824
 
                 
Stockholders' equity
               
                 
Common Stock, authorized
               
     100,000,000 shares, par value
               
     $0.001, issued and outstanding
               
     14,100,000 and 14,100,000, respectively
   
14,100
     
14,100
 
Additional paid in capital
   
809,573
     
809,573
 
Accumulated other comprehensive income/(loss)
   
72,915
     
(39,173
)
Deficit accumulated during development stage
   
(401,708
)
   
(238,965
)
                 
Total stockholders' equity
   
494,880
     
545,535
 
                 
Total liabilities and stockholders' equity
 
$
499,725
   
$
550,359
 

The accompanying notes are an integral part of these consolidated financial statements
 
 
F-3

 
 
GAME PLAN HOLDINGS, INC.
(A Development Stage Company)
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 
               
From inception
 
               
(March 25, 1999)
 
   
Year Ended
   
Year Ended
   
through
 
   
December 31
   
December 31
   
December 31,
 
   
2009
   
2008
   
2009
 
Revenue
 
$
6,608
   
$
-
   
$
6,608
 
                         
Operating expenses
                       
General and administrative
   
133,591
     
112,710
     
339,440
 
Computer and website expenses
   
24,390
     
23,922
     
51,610
 
Officers wages
   
54,000
     
46,000
     
100,000
 
                         
Total operating expenses
   
211,981
     
182,632
     
491,050
 
                         
Other income (expenses)
                       
Other income
   
100
     
51
     
151
 
Gain on sale of marketable securities
   
37,336
     
4,242
     
56,270
 
Interest income
   
5,193
     
15,803
     
26,492
 
Foreign currency transaction loss
   
3
     
-
     
(5
)
Interest expense
   
(2
)
   
(95
)
   
(174
)
                         
Total other income (expense)
   
42,630
     
20,001
     
82,734
 
                         
Net loss
 
$
(162,743
)
 
$
(162,631
)
 
$
(401,708
)
                         
Other comprehensive income, net of tax:
                       
Foreign currency translation adjustments
   
3,637
     
(5,220
)
   
564
 
Unrealized gains (losses) on securities
   
108,451
     
(13,595
)
   
72,351
 
Other comprehensive income (loss)
   
112,088
     
(18,815
)
   
72,915
 
                         
Comprehensive loss
 
$
(50,655
)
 
$
(181,446
)
 
$
(328,793
)
                         
Basic
                       
Loss per share
   
(0.01
)
   
(0.01
)
       
                         
Weighted average number of shares
   
14,100,000
     
13,998,219
         
 
The accompanying notes are an integral part of these consolidated financials.
 
 
F-4

 
 
GAME PLAN HOLDINGS, INC.
(A Development Stage Company)
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM DECEMBER 31, 2001 THROUGH DECEMBER 31, 2009
 
   
Shares
   
Amount
   
Paid in
Capital
   
Subscriptions Receivable
   
Accumulated Other Comprehensive Income (Loss)
   
Accumulated Deficit
   
Total
Equity
 
                                           
Balance, March 25, 1999
   
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                         
Balance, December 31, 1999
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                         
Net loss
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                         
Balance, December 31, 2000
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                         
Net loss
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                         
Balance, December 31, 2001
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                         
Net loss
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                         
Common stock issued to founders December 2, 2002
   
10,930,000
     
10,930
     
(10,930
)
   
-
     
-
     
-
     
-
 
                                                         
Net loss
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
 
 
 
The accompanying notes are an integral part of these consolidated financials.
 
 
F-5

 
 
GAME PLAN HOLDINGS, INC.
(A Development Stage Company)
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (cont’d)
 
   
Shares
   
Amount
   
Paid in
Capital
   
Subscriptions Receivable
   
Accumulated Other Comprehensive Income (Loss)
   
Accumulated Deficit
   
Total
Equity
 
                                           
Balance, December 31, 2002
   
10,930,000
     
10,930
     
(10,930
)
   
-
     
-
     
-
     
-
 
                                                         
Net loss
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                         
Balance, December 31, 2003
   
10,930,000
     
10,930
     
(10,930
)
   
-
     
-
     
-
     
-
 
                                                         
Net loss
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                         
Balance, December 31, 2004
   
10,930,000
     
10,930
     
(10,930
)
   
-
     
-
     
-
     
-
 
                                                         
Net loss
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                         
Balance, December 31, 2005
   
10,930,000
     
10,930
     
(10,930
)
   
-
     
-
     
-
     
-
 
                                                         
Net loss
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                         
Balance, December 31, 2006
   
10,930,000
     
10,930
     
(10,930
)
   
-
     
-
     
-
     
-
 
 
The accompanying notes are an integral part of these consolidated financials.
 
 
F-6

 
 
GAME PLAN HOLDINGS, INC.
(A Development Stage Company)
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (cont’d)
 
   
 
 
Shares
   
 
 
Amount
   
Paid in
Capital
 
Subscriptions Receivable
   
Accumulated Other Comprehensive Income (Loss)
   
Accumulated Deficit
   
Total
Equity
 
                                         
Common Shares issued for
                                       
on January 23, 2007
    8,000,000       8,000       (7,200 )                     800  
on January 26, 2007
    1,200,000       1,200       -                       1,200  
on January 29, 2007
    500,000       500       500                       1,000  
on February 02, 2007
    150,000       150       29,850                       30,000  
on February 06, 2007
    50,000       50       12,450                       12,500  
on February 06, 2007
    50,000       50       14,950                       15,000  
on February 09, 2007
    140,000       140       41,860                       42,000  
on February 09, 2007 (Canadian)
    70,000       70       23,103                       23,173  
on February 12, 2007
    35,000       35       10,465                       10,500  
on March 15, 2007
    150,000       150       44,850                       45,000  
on March 29, 2007
    20,000       20       6,980                       7,000  
on April 15, 2007
    30,000       30       10,470                       10,500  
on April 20, 2007
    60,000       60       20,940                       21,000  
on April 22, 2007
    25,000       25       8,725                       8,750  
on May 20, 2007
    265,000       265       92,485                       92,750  
on June 15, 2007
    50,000       50       17,450                       17,500  
on July 1, 2007
    150,000       150       52,350                       52,500  
on November 1, 2007
    75,000       75       29,925  
 (30,000)
                  -  
 
The accompanying notes are an integral part of these consolidated financials.
 
 
F-7

 
 
GAME PLAN HOLDINGS, INC.
(A Development Stage Company)
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (cont’d)
 
  
 
Shares
   
Amount
   
Paid in
Capital
   
Subscriptions Receivable
   
Accumulated Other Comprehensive Income (Loss)
   
Accumulated Deficit
   
Total
Equity
 
on December 15, 2007
   
50,000
     
50
     
14,950
   
-
   
-
   
-
     
15,000
 
                                                   
Cancellation of 8,450,000 shares related to reorganization on December 31, 2007
   
(8,450,000
)
   
(8,450
)
   
8,450
   
-
   
-
   
-
     
-
 
                                                   
Unrealized Gain/Loss on Securities
   
-
     
-
     
-
   
-
     
(22,505
)
 
-
     
(22,505
)
                                                     
Foreign Currency Translation
   
-
     
-
     
-
   
-
     
2,147
   
-
     
2,147
 
                                                     
Net loss
   
-
     
-
     
-
   
-
     
-
     
(76,334
)
   
-
 
                                                       
Balance, December 31, 2007
   
13,550,000
     
13,550
     
422,623
     
(30,000
)
   
(20,358
)
   
(76,334
)
   
385,815
 
                                                         
on January 03, 2008
   
-
     
-
     
-
     
30,000
     
-
     
-
     
30,000
 
on February 22, 2008
   
100,000
     
100
     
49,900
                             
50,000
 
on March 12, 2008
   
450,000
     
450
     
337,050
     
-
     
-
     
-
     
337,500
 
                                                         
Foreign currency translation
   
-
     
-
     
-
     
-
     
(5,220
)
   
-
     
(5,220
)
 
The accompanying notes are an integral part of these consolidated financials.
 
 
F-8

 
 
GAME PLAN HOLDINGS, INC.
(A Development Stage Company)
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (cont’d)