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EX-32 - EXHIBIT 32.1 - GAMEPLAN INCexhibit321.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

(Mark One)

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


For the Fiscal Year Ended December 31, 2011


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


For the transition period from ____________ to _____________


COMMISSION FILE NUMBER     000-27435


GAMEPLAN, INC.

(Exact name of registrant as specified in charter)


NEVADA

 

87-0493596

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)


3701 Fairview Road   Reno, Nevada

 

89511

(Address of principal executive offices)

 

(Zip Code)


Registrant's telephone number, including area code:    (775) 815-4752


Securities registered pursuant to section 12(b) of the Act:


Title of Class

 

Name of each exchange on which registered

NONE

 

NONE



Securities registered pursuant to section 12(g) of the Act:

Common Stock, par value $.001

 (Title of Class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes o   No ý


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.   Yes o   No ý


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.   Yes ý   No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No ¨


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ý






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 definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one)


Large accelerated filer  o         Accelerated filer  o         Non-accelerated filer  o         Smaller reporting company  ý


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


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2011, based on the closing sales price of the registrant’s common stock on that date, was approximately $316. Due to the extremely limited trading market for the Registrant’s common stock, these shares have been arbitrarily valued at par value of $0.001 per share. There were approximately 316,500 shares held by non-affiliates. Shares of common stock held by each current executive officer and director and by each person known by the registrant to own 5% or more of the outstanding common stock have been excluded from this computation in that such persons may be deemed to be affiliates.


The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of March 29, 2012 was 1,522,500.



2




TABLE OF CONTENTS



 

 

PAGE

PART I

 

 

 

 

 

Item 1.

Business

4

Item 1A.

Risk Factors

11

Item 1B.

Unresolved Staff Comments

11

Item 2.

Properties

12

Item 3.

Legal Proceedings

12

Item 4.

Submission of Matters to a Vote of Security Holders

12

 

 

 

PART II

 

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

13

Item 6.

Selected Financial Data

15

Item 7.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

15

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

16

Item 8.

Financial Statements and Supplementary Data

17

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

28

Item 9A(T).

Controls and Procedures

28

Item 9B.

Other Information

29

 

 

 

PART III

 

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

29

Item 11.

Executive Compensation

31

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

32

Item 13.

Certain Relationships and Related Transactions, and Director Independence

32

Item 14.

Principal Accountant Fees and Services

33

 

 

 

PART IV

 

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

34

 

 

 

Signatures

 

35





3




FORWARD-LOOKING STATEMENTS


From time to time, our representatives or we have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.


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


The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.


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


PART I


Item 1.

Business


For the last several years GamePlan Inc. (“Company”) attempted to bring to market through mergers or acquisitions comprehensive business plans described in the Company’s previous Annual Reports. After many years of focused efforts to do so, we have not been able to gain traction for these plans. The game plan did not work and had to change.


The difficult but obvious conclusion is that the best interest of our shareholders dictates a change from those business plans back to the business plan that the Company originally employed and in which we have considerable expertise. That plan, summarized in the Company History that follows, is to acquire, develop, manage and/or consult gaming opportunities and gaming related opportunities throughout the world, (“New Plan”).


Summary of Company history


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



4





The Company effected a reverse split of its outstanding common stock on a basis of one for ten (1:10), while retaining the current value of $0.001. All fractional shares were rounded up to the nearest whole share. The Company retroactively applied the effects of the reverse split to all periods presented. Of the 250 million shares authorized there are 1,522,500 shares outstanding with no appreciable market value. As of December 31, 2011, the Company is indebted to its controlling shareholders in the amount of $1,163,997.


Summary of the New Plan


The New Plan of the Company is to focus on owning, operating, managing and/or consulting on gaming and gaming related projects throughout the world. The Company will hire employees as needed and focus on acquiring existing profitable traditional gaming properties and ancillary gaming development opportunities together with seeking opportunities for development, management and consulting services with American Indian Gaming Tribes. The Company will also closely monitor emerging gaming jurisdiction in and out of the United States and make appropriate acquisitions and/or participate in joint ventures.


Each of these acquisitions/property development projects will be in separate entities that will be owned in whole or by a majority of the stock ownership in the Company. Each subsidiary will be responsible for operating not more than one gaming facility.   


Regulation


Gaming regulation generally


Extensive federal, state, provincial, tribal and/or local laws, regulations and ordinances, which are administered by the appropriate regulatory agency or agencies in each jurisdiction (the “Regulatory Authorities”), govern the ownership, management, and operation of gaming facilities. These laws, rules, regulations and ordinances vary from jurisdiction to jurisdiction; however, each are directed to the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations.


Neither the Company nor any subsidiary of the Company will own, manage, operate or consult relative to a gaming facility or gaming related facility unless proper licenses, permits and approvals are obtained. An application for a license, permit or approval may be denied for any cause. Most Regulatory Authorities also have the right to license, investigate, and determine the suitability of any person who has a significant relationship with the Company or any of its subsidiaries, including officers, directors, employees, and security holders of the Company or its subsidiaries. In the event a Regulatory Authority were to find a security holder to be unsuitable, the Company could be sanctioned and may lose its licenses and approvals if the Company recognizes any rights in any entity with such unsuitable person in connection with such securities. The Company will be required to repurchase its securities at fair market value from security holders that the Regulatory Authorities deem unsuitable.


The Company’s Articles of Incorporation will be amended to authorize the Company to redeem securities held by persons whose status as a security holder, in the opinion of the Company’s Board of Directors, jeopardizes gaming licenses or approvals of the Company or any of its subsidiaries. Once obtained, licenses, permits, and approvals must be periodically renewed in some jurisdictions and not in others and generally are not transferable. The Regulatory Authorities may at any time revoke, suspend, condition, limit, or restrict a license for any cause they, in their sole discretion, deem reasonable.


Fines for violations may be levied against the holder of a license, and in some jurisdictions, gaming operation revenues may be forfeited to the state. No assurance can be given that any licenses, permits, or approvals will be obtained by the Company or any of its subsidiaries or, if obtained, will be renewed or not revoked in the future. In addition, the rejection or termination of a license, permit, or approval of the Company or any of its employees or security holders in any jurisdiction may have adverse consequences in other jurisdictions. Certain jurisdictions require gaming operators licensed therein to seek approval from the state before conducting gaming in other jurisdictions. The Company and its subsidiaries may be required to submit detailed financial and operating reports to Regulatory Authorities.



5





The political and regulatory environment for gaming is dynamic and rapidly changing. The laws, regulations and procedures pertaining to gaming are subject to the interpretation of the Regulatory Authorities and may be amended. Any changes in such laws, regulations or their interpretations could have a material adverse effect on the Company.


Indian gaming regulation generally


The terms and conditions of management contracts or management related contracts for the operation, and under certain circumstances consulting, of Indian-owned casinos, and of all gaming on Indian land in the United States, are subject to the Indian Gaming Regulatory Authority (“IGRA”). IGRA is administered by the National Indian Gaming Commission (“NIGC”). Certain contracts, such as pure development contracts without a management contract, are subject to the provisions of statutes relating to contracts with Indian tribes, which are administered by the Secretary of the Interior (the “Secretary”) and the Bureau of Indian Affairs (“BIA”) under USC section 81. The regulations and guidelines under which NIGC will administer the IGRA are evolving. The IGRA and those regulations and guidelines are subject to interpretation by the Secretary and NIGC and may be subject to judicial and legislative clarification or amendment.


The Company may need to provide the BIA or NIGC with background information on each of its directors and every shareholder who holds five percent or more of the Company issued and outstanding stock (“5% Shareholders”), including a complete financial statement, a description of such person’s business history and gaming experience as well as listing the jurisdictions in which such person holds gaming licenses. Background investigations of key employees also may be required. The Company’s Articles of Incorporation will be amended to contain provisions requiring directors and 5% Shareholders to provide such information.


The IGRA currently requires NIGC to approve management contracts and certain collateral agreements for Indian-owned casinos. The NIGC may review any of the Company’s management contracts and collateral agreements for compliance with the IGRA at any time in the future. The NIGC will not approve a management contract if a director or a 5% Shareholder of the management company (i) is an elected member of the Indian tribal government that owns the facility purchasing or leasing the games; (ii) has been or is convicted of a felony gaming offense; (iii) has knowingly and willfully provided materially false information to the NIGC or the tribe; (iv) has refused to respond to questions from the NIGC; or (v) is a person whose prior history, reputation and associations pose a threat to the public interest or to effective gaming regulation and control, or create or enhance the chance of unsuitable activities in gaming or the business and financial arrangements incidental thereto.


Additionally, the NIGC will not approve a management contract if the management company or any of its agents have attempted to unduly influence any decision or process of tribal government relating to gaming, or if the management company has materially breached the terms of the management contract or the tribe’s gaming ordinance, or a trustee exercising due diligence would not approve such management contract.


A management contract can be approved only after NIGC determines that the contract provides, among other things, for (i) adequate accounting procedures and verifiable financial reports, which must be furnished to the tribe; (ii) tribal access to the daily operations of the gaming enterprise, including the right to verify daily gross revenues and income; (iii) minimum guaranteed payments to the tribe, which must have priority over the retirement of development and construction costs; (iv) a ceiling on the repayment of such development and construction costs; and (v) a contract term not exceeding five years and a management fee not exceeding 30% of profits; provided that the NIGC may approve up to a seven-year term if NIGC is satisfied that the capital investment required, the risk exposure, and the income projections for the particular gaming activity justify the longer term.


The IGRA established three separate classes of tribal gaming — Class I, Class II and Class III. Class I includes all traditional or social games played by a tribe in connection with celebrations or ceremonies. Class II gaming includes games such as bingo, pull-tabs, punch boards, instant bingo and card games in which the players bet against other players. Class III gaming includes casino-style gaming including table games such as blackjack, craps and roulette, as well as gaming machines such as slots, video poker, lotteries, and pari-mutuel wagering in which players bet against the gaming operation, otherwise referred to as “betting against the house.”




6




The IGRA prohibits substantially all forms of Class III gaming unless the tribe has entered into a written agreement with the state in which the casino is located specifically authorizing the types of commercial gaming the tribe may offer (a “tribal-state compact”). The IGRA requires states to negotiate in good faith with tribes that seek tribal-state compacts, and grants Indian tribes the right to seek a federal court order to compel such negotiations with default provisions if the state does not negotiate in good faith. Many states have refused to enter into such negotiations. Tribes in several states have sought federal court orders to compel such negotiations under the IGRA; however, the Supreme Court of the United States held in 1996 that the Eleventh Amendment to the United States Constitution immunizes states from suit by Indian tribes in federal court without the states’ consent.


Because Indian tribes are currently unable to compel states to negotiate tribal-state compacts, The Company may not be able to develop and manage casinos in states that refuse to enter into or renew tribal-state compacts.


In addition to the IGRA, tribal-owned gaming facilities on Indian land are subject to a number of other federal statutes. The operation of gaming on Indian land is dependent upon whether the law of the state in which the casino is located permits gaming by non-Indian entities, which will change over time as more and more jurisdictions seek entry into the casino business so as to receive painless “sin taxes” rather than having their citizens travel to adjacent states to engage in gaming activities there. Any such changes will significantly increase competition with non-Indian gaming and that will have a material adverse effect on the casinos managed by the Company.


Title 25, Section 81 of the United States Code states that “no agreement shall be made by any person with any tribe of Indians, or individual Indians not citizens of the United States, for the payment or delivery of any money or other thing of value in consideration of services for said Indians relative to their lands unless such contract or agreement be executed and approved” by the Secretary or his or her designee. An agreement or contract for services relative to Indian lands that fails to conform with the requirements of Section 81 will be void and unenforceable. Any money or other thing of value paid to any person by any Indian or tribe for or on his or their behalf, on account of such services, in excess of any amount approved by the Secretary or his or her authorized representative will be subject to forfeiture.


The Indian Trader Licensing Act, Title 25, Section 261-64 of the United States Code (“ITLA”) states that “any person other than an Indian of the full blood who shall attempt to reside in the Indian country, or on any Indian reservation, as a trader, or to introduce goods, or to trade therein, without such license, shall forfeit all merchandise offered for sale to the Indians or found in his possession, and shall moreover be liable to a penalty of $500. . .” No such licenses have been issued to The Company to date. The applicability of the ITLA to Indian gaming management contracts is unclear. The Company believes that the ITLA is not applicable to its management contracts, under which The Company provides services rather than goods to Indian tribes. The Company further believes that the ITLA has been superseded by the IGRA.


Indian tribes are sovereign nations with their own governmental systems which have primary regulatory authority over gaming on land within the tribe’s jurisdiction. Because of their sovereign status, Indian tribes possess immunity from lawsuits to which the tribes have not otherwise consented or otherwise waived their sovereign immunity defense. Therefore, no contractual obligations undertaken by tribes to the Company would be enforceable by the Company unless the tribe has expressly waived its sovereign immunity as to such obligations. Courts strictly construe such waivers. Additionally, persons engaged in gaming activities, including the Company, are subject to the provisions of tribal ordinances and regulations on gaming. These ordinances are subject to review by NIGC under certain standards established by the IGRA.


Non-gaming regulation generally


The Company and its subsidiaries to be formed are subject to certain federal, state, and local safety and health laws, regulations and ordinances that apply to non-gaming businesses generally, such as the Clean Air Act, Clean Water Act, Occupational Safety and Health Act, Resource Conservation Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act. Coverage and attendant compliance costs associated with such laws, regulations and ordinances may result in future additional cost to our operations.




7




Corporate Actions and Future Business Plans


FIRST CORPORATE ACTION


To amend the Company’s Articles of Incorporation to effectuate 1-for-10 reverse stock split of the Company’s outstanding voting common stock with post-split fractional shares being rounded up to the nearest whole number.


Our Board of Directors and the holders of an aggregate of 11,916,000 shares (pre-split) of voting common stock, representing approximately 78.3% of our issued and outstanding voting common stock, outstanding on July 1, 2011 approved an amendment to our Articles of Incorporation to effect a one-for-ten reverse split of our issued and outstanding common stock. As a result of the reverse split, every ten (10) shares of outstanding voting common stock (the “Old Shares”), were converted into one (1) share of voting common stock (the “New Shares”), with post-split fractional shares being rounded up to the nearest whole number.


As a result of the reverse stock split, the number of shares of common stock issued and outstanding decreased from 15,225,000 to 1,522,500.


Reasons for the Reverse Stock Split


We believe that the reverse stock split will increase the per share stock price.  We believe that if we are successful in maintaining a higher stock price, the stock will generate greater interest among professional investors and institutions. If we are successful in generating interest among such entities, we anticipate that our common stock would have greater liquidity and a stronger investor base.


In evaluating the reverse stock split, our Board of Directors also took into consideration negative factors associated with reverse stock splits. These factors include the negative perception of reverse stock splits held by many investors, analysts and other stock market participants, as well as the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined back to pre-reverse stock split levels. The Board, however, determined that these negative factors were outweighed by the potential benefits.

 

Potential Effects of the Reverse Stock Split


The effect of a reverse stock split was to reduce the number of shares of common stock outstanding, and to increase the trading price of the common stock. However, the effect of any reverse stock split upon the market price of the common stock cannot be predicted, and the history of reverse stock splits for companies in similar circumstances is varied. We cannot assure you that the trading price of our common stock after the reverse stock split will rise in exact proportion to the reduction in the number of shares of the common stock outstanding as a result of the reverse stock split. Also, as stated above, we cannot assure you that a reverse stock split will lead to a sustained increase in the trading price of the common stock. The trading price of the common stock may change due to a variety of other factors, including our operating results, other factors related to our business, and general market conditions.


Effect on Ownership by Individual Stockholders


The New Shares issued pursuant to the reverse stock split are fully paid and non-assessable. All New Shares have the same voting rights and other rights as the Old Shares, and can vote on a one-share-vote basis. Our stockholders do not have preemptive rights to acquire additional shares of common stock. The reverse stock split did not alter any stockholder’s percentage interest in our equity, except to the extent that the reverse stock split results in any of our stockholders owning a fractional share, which rounded up to the next whole number of shares.




8




Effect on Options, Warrants and other Securities


All outstanding options, warrants, notes, debentures and other securities entitling their holders to purchase shares of common stock were adjusted as a result of the reverse stock split, as required by the terms of these securities. In particular, the conversion ratio for each instrument was reduced, and the exercise price, if applicable, was increased, in accordance with the terms of each instrument and based on the one-for-ten ratio.


Other Effects on Outstanding Shares


The reverse stock split may result in some stockholders owning “odd-lots” of less than 100 shares of common stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.


Our common stock is currently registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we are subject to the periodic reporting and other requirements of the Exchange Act. The reverse stock split will not affect the registration of our common stock under the Exchange Act.


Authorized Shares of Common Stock


The reverse stock split did not change the number of authorized shares of our common stock under our Articles of Incorporation, as amended. Because the number of issued and outstanding shares of common stock decreased, the number of shares of common stock remaining available for issuance will increase. Under our prior articles of incorporation, as amended, our authorized capital stock consisted of (i) 40,000,000 shares of voting common stock, $0.001 par value per share, and (ii) 10,000,000 shares of Class A non-voting common stock, $0.001 par value per share.  However, even though the reverse stock split did not change our authorized capital stock, the Second Corporate Action discussed below, will do so.  Please see the Second Corporate Action below.


Fractional Shares


We will not issue fractional shares in connection with the reverse stock split. Instead, any fractional share resulting from the reverse stock split was rounded up to the nearest whole share.


Accounting Consequences


The par value of the common stock remained unchanged at $0.001 per share after the reverse stock split. We do not anticipate that any other accounting consequences will arise as a result of the reverse stock split.


SECOND CORPORATE ACTION


To amend Article IV of the Company’s Articles of Incorporation to (i) eliminate the authorized Class A non-voting common stock, par value $0.001 per share, (ii) increase the Company’s authorized common stock, par value $0.001 per share, from 40,000,000 shares to 250,000,000 shares and (iii) create 50,000,000 shares of “blank check” preferred stock, par value $0.001 per share.  


  

Our Board of Directors and the holders of an aggregate of 11,916,000 shares (pre-split) of voting common stock, representing approximately 78.3% of our issued and outstanding voting common stock, outstanding on July 1, 2011, have approved of the Second Corporate Action set forth above. The Company’s Articles of Incorporation had authorized the issuance of 40,000,000 shares of voting common stock and 10,000,000 shares of Class A non-voting common stock.  As of July 1, 2011, there were 15,225,000 shares (pre-split) of voting common stock issued and outstanding and no shares of Class A non-voting common stock outstanding.  Our prior Articles of Incorporation do not authorize the issuance of preferred stock.




9




Elimination of Class A Non-Voting Common Stock


Reasons for the Eliminating the Class A Non-Voting Common Stock


The Board of Directors and Majority Stockholders voted for the elimination of the Company’s authorized Class A non-voting common stock due to the fact that the Company does not foresee the necessity of them and due to their desire to streamline the Company’s capital structure.  


Effect of Elimination on Current Stockholders


Due to the fact that the Company has never issued any shares of Class A non-voting common stock nor  are there any securities exchangeable or convertible into such shares, there was no effect on the Company’s securities, including the holders of the voting common stock.    


Increase of our Authorized Shares of Voting Common Stock


The Company’s prior Articles of Incorporation authorized the issuance of 40,000,000 shares of voting common stock, par value $0.001 per share, of which 15,225,000 (pre-split) were issued and outstanding as of July 1, 2011. The amendment to the Company’s Articles of Incorporation provided for an increase of such shares to 250,000,000.  The $0.001 par value of the voting common stock was not be affected by the amendment.  


Reasons for the Increase


We believe that the increase in authorized common stock was necessary to ensure that there will be sufficient shares of common stock available for issuance in connection with future financing and the conversion of any convertible preferred stock that is issued in the future pursuant to the “blank check” preferred stock provision (described below).


As mentioned above, the increase in authorized common stock will provide the Company with flexibility for future capital raising or acquisitions. The Company plans to pursue a strategy of raising capital or acquiring other companies using shares of our common stock as consideration. Any such issuances of our common stock could be authorized by our Board of Directors without further action on the part of our stockholders. The increase in the amount of authorized shares of common stock is intended to ensure sufficient reserves of common stock for such purposes and to reduce the likelihood of additional increases in the future, which could be costly and time consuming. However, we do not, at this time, have any plans, proposals or arrangements concerning the issuance of such additional shares of common stock.   


The issuance of additional shares of our common stock to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. In addition, issuance by us of additional shares of common stock could have an effect upon the potential realizable value of a stockholder’s investment. In the absence of a proportionate increase in our earnings and book value, an increase in the total number of our outstanding shares caused by the issuance of additional shares of common stock will dilute the earnings per share and book value per share of all outstanding shares of our common stock. If such factors were reflected in the price per share of our common stock, the potential realizable value of a stockholder’s investment in the Company could be adversely affected.


The additional shares of voting common stock authorized by the amendment to the Articles of Incorporation have rights identical to the currently outstanding voting common stock. Adoption of the amendment and issuance of the additional common stock authorized thereby did not affect the rights of the holders of our common stock, except for effects incidental to increasing the number of outstanding shares of our common stock, as discussed above.




10




Authorization of “Blank Check” Preferred Stock


In addition to the elimination of the Class A non-voting common stock and increase in our authorized voting common stock, the amendment to the Company’s Articles of Incorporation also authorized the issuance of 50,000,000 shares of “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by our Board of Directors without stockholder approval. Accordingly, upon effectiveness of the amendment as of August 1, 2011, our Board of Directors authorized, without stockholder approval, to designate and issue series of our preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock, substantially dilute the common stockholders’ interests in the Company and depress the price of our common stock. In addition, although we do not presently intend to use the “blank check” preferred stock provision for such purpose, preferred stock authorized under such provision could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change of control of the Company (as described in more detail below).


Reasons for Authorizing the “Blank Check” Preferred Stock


Our Board of Directors believes that authorization of “blank check” preferred stock is in the best interests of the Company and its stockholders because it is advisable to have the ability to authorize such shares of preferred stock and have them available for, among other things, possible issuances in connection with such activities as public or private offerings of shares for cash, acquisitions of other companies, pursuit of financing opportunities and other corporate purposes. However, we do not, at this time, have any plans, proposals or arrangements concerning the issuance of shares of our “blank check” preferred stock.


Potential Anti-Takeover Effect


Increase in the amount of our authorized but unissued shares of common stock and adoption of a “blank check” preferred stock provision could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our Board of Directors or contemplating a tender offer or other transaction for the combination of the Company with another company). However, neither the increase in the number of authorized shares of our common stock nor the adoption of the “blank check” preferred stock contained in the Amendment to our Articles of Incorporation was the result of management’s knowledge of any specific effort to accumulate our securities or to obtain control of the Company by means of a merger, tender offer, solicitation in opposition to management or otherwise. We have no present intention to use the increase in the number of authorized shares of our common stock or the “blank check” preferred stock for anti-takeover purposes. Our Board of Directors does not currently contemplate recommending the adoption of any other amendments to our Articles of Incorporation that could be construed to affect the ability of third parties to take over or change the control of the Company, nor is the Amendment a part of an ant-takeover strategy.


All previous Business Plans have been abandoned.


Item 1A.

Risk Factors


Not applicable to smaller reporting companies.


Item 1B.

Unresolved Staff Comments


Not applicable.




11




Item 2.

Properties


The Company has no real estate holdings.


Presently, the principal executive offices of the Company are the personal residence and telephone number of Robert G. Berry, currently the President and CEO and one of two principal shareholders of the Company. That business address will change in the near future. The Company also has offices at 8655 East Via de Venturta, Ste: G-200, Scottsdale, AZ 85258, (480) 346-1177.  The Company only has an oral agreement for the Arizona office.


Patents, Service Marks, Domain Names and Licenses


Patents


None


Service Marks


None.  All previous service marks under the terminated plan have been abandoned.  


Domain Names


All domain names have been abandoned except for gameplan-usa.com


Licenses


None.


Employees


The Company has five members on the Board of Directors. The Company currently has three officers, Robert G. Berry, President and CEO; Ray Brown, Secretary and Executive Vice President and David W. Young, Treasurer and Senior Vice President.


No one receives cash compensation and the Company has no further employees other than those mentioned above.  


The Company plans to assemble a strong team of gaming industry experts that have superior expertise and successful track-records in all aspects of casino development, construction and management. Further, the Company has access to individual specialists mirroring each of the functional areas found in a casino project. The functional areas include design, construction & development, gaming operations, hospitality, finance/accounting, legal/regulatory, security systems, information technology, retail, marketing, entertainment and human resources.


The Company believes this team when developed will represent a valuable asset that will provide a competitive advantage in creating and enhancing relationships with Indian tribes in the Indian casino business and in the pursuit of non-Indian casino opportunities.


Item 3.

Legal Proceedings


We may from time to time be a party to lawsuits incidental to our business.  As of March 30, 2012, we were not aware of any current, pending, or threatened litigation or proceedings that could have a material adverse effect on our results of operations, cash flows or financial condition.


Item 4.

Submission of Matters to a Vote of Security Holders


During the fourth quarter of fiscal year 2011, no matters were submitted to a vote by security holders.




12




PART II


Item 5.

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


The common stock is quoted on the over-the-counter market (OTC BB) under the symbol "GPLA" and quoted in the pink sheets published by the National Quotations Bureau.


Set forth below are the high and low closing bid prices for our common stock for each quarter of our two most recently completed fiscal years. These bid prices were obtained from Pink Sheets, LLC, formerly known as the “National Quotation Bureau, LLC,” All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.


Period

High

Low

January 1, 2010 through March 31, 2010

$0.07

$0.07

April 1, 2010 through June 30, 2010

$0.07

$0.07

July 1, 2010 through September 30, 2010

$0.07

$0.07

October 1, 2010 through December 31, 2010

$0.07

$0.07

January 1, 2011 through March 31, 2011

$0.07

$0.07

April 1, 2011 through June 30, 2011

$0.07

$0.07

July 1, 2011 through September 30, 2011

$0.07

$0.07

October 1, 2011 through December 31, 2011

$0.07

$0.07


Our common shares are designated as “penny stock”.  The SEC has adopted rules (Rules 15g-2 through l5g-6 of the Exchange Act), which regulate broker-dealer practices in connection with transactions in “penny stocks.”  Penny stocks generally are any non-NASDAQ equity securities with a price of less than $5.00, subject to certain exceptions.  The penny stock rules require a broker-­dealer to deliver a standardized risk disclosure document prepared by the SEC, to 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, monthly account statements showing the market value of each penny stock held in the customer’s account, to 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.  These disclosure requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock that is subject to the penny stock rules.  Since our common shares are subject to the penny stock rules, persons holding or receiving such shares may find it more difficult to sell their shares.  The market liquidity for the shares could be severely and adversely affected by limiting the ability of broker-dealers to sell the shares and the ability of shareholders to sell their stock in any secondary market.


The trading volume in the Common Stock has been and is extremely limited. The limited nature of the trading market can create the potential for significant changes in the trading price for the Common Stock as a result of relatively minor changes in the supply and demand for Common Stock and perhaps without regard to our business activities. Because of the lack of specific transaction information and our belief that quotations during the period were particularly sensitive to actual or anticipated volume of supply and demand, we do not believe that such quotations during this period are reliable indicators of a trading market for the Common Stock.


The market price of our common stock may be subject to significant fluctuations in response to numerous factors, including: variations in our annual or quarterly financial results or those of our competitors; conditions in the economy in general; announcements of key developments by competitors; loss of key personnel; unfavorable publicity affecting our industry or us; adverse legal events affecting us; and sales of our common stock by existing stockholders.


As of March 30, 2012, there were approximately 90 holders of record of the Company's common stock. This number excludes the number of beneficial owners of shares, if any, held in street name.




13




We have not paid any dividends to date. We can make no assurance that our proposed operations will result in sufficient revenues to enable profitable operations or to generate positive cash flow. For the foreseeable future, we anticipate that we will use any funds available to finance the growth of our operations and that we will not pay cash dividends to stockholders. The payment of dividends, if any, in the future is within the discretion of the Board of Directors and will depend on our earnings, capital requirements, restrictions imposed by lenders and financial condition and other relevant factors.


Securities Authorized for Issuance Under Equity Compensation Plans


On October 17, 2008 the Board adopted an Incentive Stock Option Plan and, pursuant to that Plan, adopted the following Incentive Stock Option Plan for each Director: Each Director (5) was given the option to purchase 10,000 Rule 144 shares of the common voting stock of GamePlan Inc. yearly for a period of 5 years at the strike price of $2.00 per share through all option periods. Each option exercise period shall be for a term of three (3) years from the date of the option grant. The first option period commenced on the date of this meeting (Oct. 17, 2008). Subsequent options shall be granted on Oct. 17, 2010, Oct. 17, 2011, Oct. 17, 2012 and the final stock option grant on Oct. 17, 2013 on condition that the Directors are Directors at the time of the subsequent option grants. The Company determined that all 250,000 were technically granted on October 17, 2008 based on the guidance in FASB ASC 718.  The Company and the Directors have a mutual understanding of the key terms and conditions of the award.  The Directors are immediately affected by changes in the Company’s share price.  The Company is obligated to issue the options if the director satisfies the service requirement.  Finally, all necessary approvals were obtained.  In all events, GamePlan Inc. shall have the right of first refusal to meet the sale price of the stock.


The following assumptions were used for the Black-Scholes model:


  

  

October 17, 2008

Risk free rates

  

1.9%

Dividend yield

  

0%

Expected volatility

  

624%

Weighted average expected stock option life

  

3 Years


The “fair market value” at the date of grant for stock options granted using the formula relied upon for calculating the exercise price is as follows:


Weighted average fair value per share

$

1.90

Total options granted

 

250,000

Total weighted average fair value of options granted

$

478,500


A summary of the status of the Company’s option plans as of December 31, 2011 is presented below:


 

Shares

 

Weighted

Average

Exercise Prices

 

Weighted

Average

Remaining

Contractual

Life in Months

 

Intrinsic

Value

Outstanding at December 31, 2009

260,000 

 

$

2.00

 

53

 

 

Granted

 

 

-

 

-

 

 

Forfeited

(10,000)

 

 

-

 

 

 

 

Outstanding at December 31, 2010

250,000 

 

 

2.00

 

41

 

-

Granted

 

 

-

 

-

 

 

Forfeited

(50,000)

 

 

-

 

 

 

 

Outstanding at December 31, 2011

200,000 

 

 

2.00

 

29

 

-

Exercisable at December 31, 2011

100,000 

 

 

2.00

 

5

 

-

Non-vested at December 31, 2011   

100,000 

 

 

2.00

 

51

 

-


The Company recognized $95,744 and $95,745 in stock-based compensation during the years ended December 31, 2011 and 2010, respectively.  The remaining $175,533 will be recognized ratably over the requisite service period.




14




Recent Sales of Unregistered Securities


The Company has not sold any unregistered securities during the past three years.


Purchases of Equity Securities by Issuer and Affiliated Purchasers


None; not applicable.


Item 6.

Selected Financial Data


Not applicable.


Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations


Operating Results - Overview


Fiscal year ended December 31, 2011 resulted in a net loss of $216,796. The Company's net loss increased $11,766 from the previous fiscal year ended December 31, 2010. The Company's net loss for the fiscal year ended December 31, 2010 was $205,030.  The Basic Loss per Share for fiscal year 2011 was $0.14 compared to a loss per share of $0.13 for fiscal year ended 2010.  Details of changes in revenues and expenses can be found below.


Revenues


Revenues for the years ended December 31, 2011 and 2010 were $0.  


Cost of Sales


No sales and consequently no costs were incurred for the years ended December 31, 2011 and 2010.


Operating Expenses


Operating expenses for the year ended December 31, 2011, decreased by $1,176 to $118,549 as compared to $119,725 for the year ended December 31, 2010. We incurred $95,744 in compensation expenses for the fair value of options vested for our directors in 2011. Compensation expenses were $95,745 in 2010, which represents the fair value of options expensed during the year.


Interest Expense


Interest expense for the year ended December 31, 2011, increased to $98,247 as compared to $85,305 for the prior year period, due to interest incurred on larger loan balances due to our shareholders.


Liquidity


As of December 31, 2011 the Company had a total current asset balance of $17 and total current liability balance of $16,140. In addition, the Company is indebted to two shareholders in the amount of $1,163,997.


Off-Balance Sheet Arrangements


We had no off-balance sheet arrangements or guarantees of third party obligations at December 31, 2011.


Inflation


We believe that inflation has not had a significant impact on our operations since inception.




15




Plan of Operation


The New Plan of the Company is to focus on owning, operating, managing and/or consulting on gaming and gaming related projects throughout the world. The Company will reorganize its Board of Directors and Officers, hire employees as needed and focus on acquiring existing profitable traditional gaming properties and ancillary gaming development opportunities together with seeking opportunities for development, management and consulting services with American Indian Gaming Tribes. The Company will also closely monitor emerging gaming jurisdictions in and out of the United States and make appropriate acquisitions and/or participate in joint ventures.


Each of these acquisitions/property development projects will be in separate entities that will be owned in whole or by a majority of the stock ownership in the Company.  Each subsidiary will be responsible for operating not more than one gaming facility.   


The Company will assemble a strong team of gaming industry experts that have superior expertise and successful track-records in all aspects of casino development, construction and management. Further, the Company has access to individual specialists mirroring each of the functional areas found in a casino project. The functional areas include design, construction & development, gaming operations, hospitality, finance/accounting, legal/regulatory, security systems, information technology, retail, marketing, entertainment and human resources.


The Company believes this team when developed will represent a valuable asset that will provide a competitive advantage in creating and enhancing relationships with Indian tribes in the Indian casino business and in the pursuit of non-Indian casino opportunities.


There have been no material developments towards implementation, funding, or development of the New Plan. No elements of the New Plan have been implemented and the Company has no revenues from business operations.


There may be market or other barriers to entry or unforeseen factors, which could render the New Plan to be not feasible.  Accordingly, the Company may refine, rewrite, or abandon some or all elements of the New Plan, which might benefit the Company and its shareholders.  


Apart from any cash requirements necessary to implement the New Plan, the Company will continue to incur expenses relating to maintenance of the Company in good standing, filing required reports with the SEC and other regulatory agencies, and investigating potential business ventures.  The Company believes that such additional maintenance expenses will be advanced by management or principal stockholders as loans to the Company. However, there can be no assurance that the management or stockholders will continue to advance operating funds to the Company.


Item 7A.

Quantitative and Qualitative Disclosures About Market Risk


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




16




Item 8.

Financial Statements and Supplementary Data



Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders

GamePlan, Inc.


We have audited the balance sheets of GamePlan, Inc. [a development stage company] as of December 31, 2011 and 2010, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years ended December 31, 2011 and 2010, and the period from inception [April 27, 1984] through December 31, 2011.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.  The financial statements of GamePlan, Inc. for the period from inception [April 27, 1984] through December 31, 1992, were audited by other auditors whose report dated March 31, 1993, expressed an unqualified opinion on those statements.  We have previously audited the financial statements of GamePlan, Inc., since 1993, and expressed unqualified opinions on those statements in our reports.


We conducted our audit in accordance with the 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.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting.  Accordingly, we express no such opinion.  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 GamePlan, Inc. [a development stage company] as of December 31, 2011 and 2010, and the results of operations and cash flows for the years ended December 31, 2011 and 2010, and for the period from inception [April 27, 1984] through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that GamePlan, Inc. will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has experienced recurring losses from operations since its inception and has a net working capital deficiency which raises 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.


\s\ Mantyla McReynolds, LLC

Mantyla McReynolds, LLC


Salt Lake City, Utah

March 30, 2012




17





GAMEPLAN, INC.

[A Development Stage Company]

Balance Sheets

December 31, 2011 and 2010

 

 

 

 

 

 

 

December 31,

2011

 

December 31,

2010

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$

17 

 

$

27 

Total Current Assets

 

17 

 

 

27 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

17 

 

$

27 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$

3,640 

 

$

1,726 

Accrued Director compensation

 

12,500 

 

 

12,500 

Total Current Liabilities

 

16,140 

 

 

14,226 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

Payable to Shareholders

 

1,163,997 

 

 

1,044,869 

Total long-Term Liabilities

 

1,163,997 

 

 

1,044,869 

 

 

 

 

 

 

Total Liabilities

 

1,180,137 

 

 

1,059,095 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

Preferred Stock -- $0.001 par value; 50,000,000 shares  authorized; 0 issued and outstanding

 

 

 

Common Stock -- $.001 par value; 250,000,000 shares authorized; 1,522,500 issued and outstanding

 

1,523 

 

 

1,523 

Additional paid-in capital

 

1,044,460 

 

 

948,716 

Accumulated deficit during the development stage

 

(2,226,103)

 

 

(2,009,307)

Total Stockholders' Deficit

 

(1,180,120)

 

 

(1,059,068)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT

$

17 

 

$

27 


See accompanying notes to financial statements



18





GAMEPLAN, INC.

[A Development Stage Company]

Statements of Operations

For the Years Ended December 31, 2011 and 2010 and for the period from

inception (April 27, 1984) through December 31, 2011

 

 

 

 

 

 

 

For the

 

For the

 

Inception

 

Year Ended

 

Year Ended

 

Through

 

December 31,

2011

 

December 31,

2010

 

December 31,

2011

Revenues

 

 

 

 

 

 

 

 

Consulting fees

$

 

$

 

$

768,042 

Commissions

 

 

 

 

 

137,034 

Book sales

 

 

 

 

 

40 

Other Income

 

 

 

 

 

27,168 

Total Revenue

 

 

 

 

 

932,284 

Expenses

 

 

 

 

 

 

 

 

General and administrative expenses

 

22,805 

 

 

23,980 

 

 

2,228,733 

Compensation

 

95,744 

 

 

95,745 

 

 

303,193 

Total expenses

 

118,549 

 

 

119,725 

 

 

2,531,926 

 

 

 

 

 

 

 

 

 

Operating Loss

 

(118,549)

 

 

(119,725)

 

 

(1,599,642)

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

16,064 

Interest expense

 

(98,247)

 

 

(85,305)

 

 

(1,011,884)

Loss  on asset sales

 

 

 

 

 

(29,477)

Total Other Expense

 

(98,247)

 

 

(85,305)

 

 

(1,025,297)

Net Loss before taxes

 

(216,796)

 

 

(205,030)

 

 

(2,624,939)

Income Taxes

 

 

 

 

 

1,164 

Net Loss before extraordinary item

 

(216,796)

 

 

(205,030)

 

 

(2,626,103)

Extraordinary item

 

 

 

 

 

 

 

 

"Lost Opportunity" settlement

 

 

 

 

 

400,000 

Net Income From Extraordinary Items

 

 

 

 

 

400,000 

 

 

 

 

 

 

 

 

 

Net Loss

$

(216,796)

 

$

(205,030)

 

$

(2,226,103)

 

 

 

 

 

 

 

 

 

Net Loss Per Share - Basic and Diluted

$

(0.14)

 

$

(0.13)

 

$

(2.33)

 

 

 

 

 

 

 

 

 

Weighted Average Number of shares outstanding

 

1,522,500 

 

 

1,522,500 

 

 

954,947 


See accompanying notes to financial statements




19





GAMEPLAN, INC.

[A Development Stage Company]

Statements of Stockholders’ Equity/(Deficit)

For the period from inception (April 27, 1984) through December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common

Shares

 

Common

Stock

 

Additional

Paid in Capital

 

Accumulated

Deficit

 

Net Stockholders'

Equity

Balance at Inception, April 27, 1984

 

$

 

$

 

$

 

$

Issued 15,000 shares of common stock for cash

15,000 

 

 

15 

 

 

2,985 

 

 

 

 

 

3,000 

Issued 50,000 shares of common stock for cash

50,000 

 

 

50 

 

 

22,019 

 

 

 

 

 

22,069 

Issued 585,000 shares of common stock for cash, 12/31/091

585,000 

 

 

585 

 

 

28,665

 

 

 

 

 

29,250 

Expenses of merger and stock issuance

 

 

 

 

 

 

(17,028)

 

 

 

 

 

(17,028)

Accumulated deficit from inception through December 31, 1991

 

 

 

 

 

 

 

 

 

(5,621)

 

 

(5,621)

Balance, December 31, 1991

650,000 

 

 

650 

 

 

36,641 

 

 

(5,621)

 

 

31,670 

Net Loss 1992

 

 

 

 

 

 

 

 

 

(326,738)

 

 

(326,738)

Balance, December 31, 1992

650,000 

 

 

650

 

 

36,641 

 

 

(332,359)

 

 

(295,068)

Issued 120,000 shares of restricted common stock in satisfaction of debt, December 30, 1993

120,000 

 

 

120 

 

 

249,880 

 

 

 

 

 

250,000 

Net Loss 1993

 

 

 

 

 

 

 

 

 

(305,062)

 

 

(305,062)

Balance, December 31, 1993

770,000 

 

 

770 

 

 

286,521 

 

 

(637,421)

 

 

(350,130)

Net Loss, 1994

 

 

 

 

 

 

 

 

 

(306,974)

 

 

(306,974)

Balance, December 31, 1994

770,000 

 

 

770

 

 

286,521 

 

 

(944,395)

 

 

(657,104)

Net Loss, 1995

 

 

 

 

 

 

 

 

 

(215,677)

 

 

(215,677)

Balance, December 31, 1995

770,000 

 

 

770

 

 

286,521 

 

 

(1,160,072)

 

 

(872,781)

Issued 450,000 shares of common stock in satisfaction of debt, October 7, 1996

450,000 

 

 

450 

 

 

449,550 

 

 

 

 

 

450,000 

Net Income, 1996

 

 

 

 

 

 

 

 

 

277,209 

 

 

277,209 

Balance, December 31, 1996

1,220,000 

 

 

1,220 

 

 

736,071 

 

 

(882,863)

 

 

(145,572)

Net loss, 1997

 

 

 

 

 

 

 

 

 

(46,264)

 

 

(46,264)

Balance, December 31, 1997

1,220,000 

 

 

1,220 

 

 

736,071 

 

 

(929,127)

 

 

(191,836)

Issued 300,000 shares of common stock for R&D

300,000 

 

 

300 

 

 

2,700

 

 

 

 

 

3,000 

Net Loss, 1998

 

 

 

 

 

 

 

 

 

(47,807)

 

 

(47,807)

Balance, December 31, 1998

1,520,000 

 

 

1,520 

 

 

738,771 

 

 

(976,934)

 

 

(236,643)

Issued 2,500 shares of common stock for cash

2,500 

 

 

 

 

2,497 

 

 

 

 

 

2,500 

Net Loss, 1999

 

 

 

 

 

 

 

 

 

(46,310)

 

 

(46,310)

Balance, December 31, 1999

1,522,500 

 

 

1,523 

 

 

741,268 

 

 

(1,023,244)

 

 

(280,453)


See accompanying notes to financial statements



20





GAMEPLAN, INC.

[A Development Stage Company]

Statements of Stockholders’ Equity/(Deficit) (continued)

For the period from inception (April 27, 1984) through December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common

Shares

 

Common

Stock

 

Additional

Paid in Capital

 

Accumulated

Deficit

 

Net Stockholders'

Equity

Balance, December 31, 1999

1,522,500

 

$

1,523 

 

$

741,268 

 

$

(1,023,244)

 

$

(280,453)

Net Loss, 2000

 

 

 

 

 

 

 

 

 

(77,320)

 

 

(77,320)

Balance, December 31, 2000

1,522,500

 

 

1,523 

 

 

741,268 

 

 

(1,100,564)

 

 

(357,773)

Net loss, 2001

 

 

 

 

 

 

 

 

 

(49,232)

 

 

(49,232)

Balance, December 31, 2001

1,522,500

 

 

1,523 

 

 

741,268 

 

 

(1,149,796)

 

 

(407,005)

Net loss, 2002

 

 

 

 

 

 

 

 

 

(35,273)

 

 

(35,273)

Balance, December 31, 2002

1,522,500

 

 

1,523 

 

 

741,268 

 

 

(1,185,069)

 

 

(442,278)

Net Loss, 2003

 

 

 

 

 

 

 

 

 

(36,325)

 

 

(36,325)

Balance, December 31, 2003

1,522,500

 

 

1,523 

 

 

741,268 

 

 

(1,221,394)

 

 

(478,603)

Net loss, 2004

 

 

 

 

 

 

 

 

 

(45,213)

 

 

(45,213)

Balance, December 31, 2004

1,522,500

 

 

1,523 

 

 

741,268 

 

 

(1,266,607)

 

 

(523,816)

Net loss, 2005

 

 

 

 

 

 

 

 

 

(62,125)

 

 

(62,125)

Balance, December 31, 2005

1,522,500

 

 

1,523 

 

 

741,268 

 

 

(1,328,731)

 

 

(585,940)

Net loss, 2006

 

 

 

 

 

 

 

 

 

(57,509)

 

 

(57,509)

Balance, December 31, 2006

1,522,500

 

 

1,523 

 

 

741,268 

 

 

(1,386,240)

 

 

(643,449)

Net loss, 2007

 

 

 

 

 

 

 

 

 

(82,640)

 

 

(82,640)

Balance, December 31, 2007

1,522,500

 

 

1,523 

 

 

741,268 

 

 

(1,468,880)

 

 

(726,089)

Stock-based Compensation

 

 

 

 

 

 

95,745 

 

 

 

 

 

95,745 

Net loss, 2008

 

 

 

 

 

 

 

 

 

(222,875)

 

 

(222,875)

Balance, December 31, 2008

1,522,500

 

 

1,523 

 

 

837,013 

 

 

(1,691,755)

 

 

(853,219)

Stock-based Compensation

 

 

 

 

 

 

15,958 

 

 

 

 

 

15,958 

Net loss, 2009

 

 

 

 

 

 

 

 

 

(112,522)

 

 

(112,522)

Balance, December 31, 2009

1,522,500

 

 

1,523 

 

 

852,971 

 

 

(1,804,277)

 

 

(949,783)

Stock-based Compensation

 

 

 

 

 

 

95,745 

 

 

 

 

 

95,745 

Net loss, 2010

 

 

 

 

 

 

 

 

 

(205,030)

 

 

(205,030)

Balance, December 31, 2010

1,522,500

 

$

1,523 

 

$

948,716 

 

$

(2,009,307)

 

$

(1,059,068)

Stock-based Compensation

 

 

 

 

 

 

95,744 

 

 

 

 

 

95,744 

Net loss, 2011

 

 

 

 

 

 

 

 

 

(216,796)

 

 

(216,796)

Balance, December 31, 2011

1,522,500

 

$

1,523 

 

$

1,044, 460 

 

$

(2,226,103)

 

$

(1,180,120)


See accompanying notes to financial statements.




21





GAMEPLAN, INC.

[A Development Stage Company]

Statements of Cash Flows

For the Years Ended December 31, 2011 and 2010 and for the period from

inception (April 27, 1984) through December 31, 2011

 

 

 

 

 

 

 

For The Year

Ended

December 31,

2011

 

For The Year

Ended

December 31,

2010

 

Inception

Through

December 31,

2011

Cash Flow Used for Operating Activities

 

 

 

 

 

 

 

 

Net Loss

$

(216,796)

 

$

(205,030)

 

$

(2,226,103)

Adjustments to Reconcile net loss to net cash used for operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

174,645 

Bad Debt Expense

 

 

 

 

 

911 

Notes issued in exchange for interest expense

 

 

 

 

 

59,588 

Notes issued in exchange for accrued interest

 

 

 

 

 

 

 

49,589 

Stock issued for expenses

 

 

 

 

 

3,000 

Stock-based compensation

 

95,744 

 

 

95,745 

 

 

303,193 

Loss on disposal of assets

 

 

 

 

 

29,477 

Increase/(Decrease) in accounts payable

 

1,914 

 

 

(294)

 

 

3,640 

Increase/(Decrease) in accrued director fees

 

 

 

 

 

12,500 

Increase/(Decrease) in accrued expenses

 

98,247 

 

 

85,305 

 

 

660,793 

Net Cash Flows Used for Operating Activities

 

(20,891)

 

 

(24,274)

 

 

(928,767)

 

 

 

 

 

 

 

 

 

Cash Flows used for Investing Activities

 

 

 

 

 

 

 

 

Capital expenditures

 

 

 

 

 

(520,761)

Proceeds from disposal of property

 

 

 

 

 

316,641 

Net Cash Flows Used for Investing Activities

 

 

 

 

 

(204,120)

 

 

 

 

 

 

 

 

 

Cash Flows used for Financing Activities

 

 

 

 

 

 

 

 

Shareholder loan proceeds

 

20,881 

 

 

24,186 

 

 

1,624,131 

Loan Principal Payments

 

 

 

 

 

(531,018)

Proceeds from Issuance of Common Stock

 

 

 

 

 

39,791 

Net Cash Flows Used for Financing Activities

 

20,881 

 

 

24,186 

 

 

1,132,904 

 

 

 

 

 

 

 

 

 

Net Increase / (Decrease) in cash

 

(10)

 

 

(88)

 

 

17 

 

 

 

 

 

 

 

 

 

Beginning Cash Balance

 

27 

 

 

115 

 

 

Ending Cash Balance

$

17 

 

$

27 

 

$

17 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

 

Cash Paid for Taxes

$

 

$

 

$

Cash Paid for Interest

$

 

$

 

$


See accompanying notes to financial statements



22





GAMEPLAN, INC.

[A Development Stage Company]

Notes to Financial Statements

December 31, 2011


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(A) Organization


The Company was originally incorporated under the laws of the State of Utah on August 26, 1981, as Sunbeam Solar, Inc. The Company was dormant until April 27, 1984, at which time common stock was issued. On December 23, 1991, the Company entered into a plan of merger with GamePlan, Inc., a Nevada corporation. GamePlan, Inc. was the surviving corporation.  The transaction was accounted for as a “reverse” acquisition on a purchase basis.


The Company is considered to be in the development stage as defined in Accounting Standards Codification Topic 915.  It has yet to commence full-scale operations and it continues to develop its planned principal operations. During 1997, and in prior years, the Company earned revenues primarily from consulting fees.


The following summarizes the more significant of such policies:  


(B) Cash


Cash consists of cash on deposit in commercial banks.  As of December 31, 2011, the Company had $17 in cash deposits.


(C) Loss per Share


Basic loss per common share is based on the weighted-average number of shares outstanding. Diluted income or loss per share is computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. There are outstanding options for the purchase of common stock as of December 31, 2011 but as the Company has an operating loss, a loss per share calculation including these options would be anti-dilutive and is not presented.  The total potential dilutive common stock equivalents outstanding at December 31, 2011 were 200,000.


(D) Use of Estimates in Preparation of Financial Statements


The preparation of financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


(E) Revenue Recognition


Revenue is recognized when (1) there is persuasive evidence of an agreement (2) delivery has occurred or services rendered (3) price is fixed or determined and (4) collectability is reasonably assured. The Company had no revenues during the years ending December 31, 2011 or 2010.




23




(F) Income Taxes


The Company applies ASC 740 Income Taxes.  The Standard requires the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.


We classify tax-related penalties and net interest on income taxes as income tax expense. As of December 31, 2011 and 2010, no income tax expense had been incurred.


(G) Impact of New Accounting Standards


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


NOTE 2 – RELATED PARTY TRANSACTIONS


The amount payable to shareholders includes unsecured balances due to two shareholders of the Company, for amounts loaned or advanced to the Company, plus accrued interest on those loans. The loans bear interest at 9% per annum.  On January 1, 2012, the interest rate was lowered to 8% per annum.  Each loan has been evidenced by a note. The original notes have been superseded to provide for compounding of interest and extending maturity dates.  Principal and interest are due at maturity with no penalty for prepayment.  Below is a summary of the outstanding balance due as of December 31, 2011.


Principal

Balance

 

Interest

Compounded

 

Additional

Accrued

Interest

 

Total

 

Maturity Date

$

466,039 

 

$

373,064 

 

$

19,035 

 

$

858,138 

 

March 1, 2013

 

193,167 

 

 

105,908 

 

 

6,784 

 

 

305,859 

 

March 1, 2013

$

659,206 

 

$

478,972 

 

$

25,819 

 

$

1,163,997 

 

 


The first note is payable to the Company’s president.  As of December 31, 2009, the Company owed $719,587 in principal and accrued interest on this note. During the years ended December 31, 2011 and 2010, the president loaned additional funds of $531 and $200, respectively.  During the years ended December 31, 2011 and 2010, the Company accrued interest on this loan of $73,051 and $64,769, respectively.


The second note is payable to another investor. This was originally an unsecured note payable to two other individuals.  As of December 31, 2009, the Company owed $215,791 in principal and accrued interest on this note. During the years ended December 31, 2010 and 2009, the shareholder loan additional funds of $20,348 and $23,986, respectively.  During the years ended December 31, 2011 and 2010, the Company accrued interest on this loan of $25,196 and $20,536, respectively.


A shareholder provides office space for the Company.  The Company has determined that the value of the office space is nominal.




24




NOTE 3 – GOING CONCERN


The Company has incurred losses from inception amounting to $2,226,103 and has no operating revenue source as of December 31, 2011. Financing the Company’s activities to date has primarily been the result of borrowing from shareholders and others. The Company’s ability to achieve a level of profitable operations and/or additional financing may impact the Company’s ability to continue as it is presently organized. Management’s plans to focus on owning, operating, managing and/or consulting on gaming and gaming related projects throughout the world. If management is unsuccessful in these efforts, discontinuance of operations is possible. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


The Company is open to other potential business activities including mergers and acquisitions outside of its current business plan.


NOTE 4 – CONCENTRATIONS


The Company depends significantly on funding from the Company’s President and a shareholder to meet its obligations and maintain its filing status. If funds from the Company’s President or the shareholder were no longer available, the Company may experience significant adverse effects including the need to cease operations.


NOTE 5 – STOCK BASED COMPENSATION


On October 17, 2008 the Board adopted an Incentive Stock Option Plan and, pursuant to that Plan, adopted the following Incentive Stock Option Plan for each Director: Each Director (5) was given the option to purchase 10,000 Rule 144 shares of the common voting stock of GamePlan Inc. yearly for a period of 5 years at the strike price of $2.00 per share through all option periods. Each option exercise period shall be for a term of three (3) years from the date of the option grant. The first option period commenced on the date of this meeting (Oct. 17, 2008). Subsequent options shall be granted on Oct. 17, 2010, Oct. 17, 2011, Oct. 17, 2012 and the final stock option grant on Oct. 17, 2013 on condition that the Directors are Directors at the time of the subsequent option grants. The Company determined that all 250,000 were granted on October 17, 2008 based on the guidance in FASB ASC 718.  The Company and the Directors have a mutual understanding of the key terms and conditions of the award.  The Directors are immediately affected by changes in the Company’s share price.  The Company is obligated to issue the options if the director satisfies the service requirement.  Finally, all necessary approvals were obtained.  In all events, GamePlan Inc. shall have the right of first refusal to meet the sale price of the stock.


The following assumptions were used for the Black-Scholes model:


  

  

October 17, 2008

Risk free rates

  

1.9%

Dividend yield

  

0%

Expected volatility

  

624%

Weighted average expected stock option life

  

3 Years


The “fair market value” at the date of grant for stock options granted using the formula relied upon for calculating the exercise price is as follows:


Weighted average fair value per share

$

1.90

Total options granted

 

250,000

Total weighted average fair value of options granted

$

478,500




25




A summary of the status of the Company’s option plans as of December 31, 2011 is presented below:


 

Shares

 

Weighted

Average

Exercise Prices

 

Weighted

Average

Remaining

Contractual

Life in Months

 

Intrinsic

Value

Outstanding at December 31, 2009

260,000 

 

$

2.00

 

53

 

 

Granted

 

 

-

 

-

 

 

Forfeited

(10,000)

 

 

-

 

 

 

 

Outstanding at December 31, 2010

250,000 

 

 

2.00

 

41

 

-

Granted

 

 

-

 

-

 

 

Forfeited

(50,000)

 

 

-

 

 

 

 

Outstanding at December 31, 2011

200,000 

 

 

2.00

 

29

 

-

Exercisable at December 31, 2011

100,000 

 

 

2.00

 

5

 

-

Non-vested at December 31, 2011   

100,000 

 

 

2.00

 

51

 

-


The Company recognized $95,744 and $95,745 in stock-based compensation during the years ended December 31, 2011 and 2010, respectively.  The remaining $175,533 will be recognized ratably over the requisite service period.


NOTE 6 – ACCOUNTING FOR INCOME TAXES


Any deferred tax benefits arising from operating losses carried forward would be offset entirely by a valuation allowance since it is not likely that the Company will be sufficiently profitable in the future to take advantage of the losses carried forward.  Net operating loss carry forward amounts expire at various times through 2030.  


The tax effects of temporary differences that give rise to significant portions of the deferred tax asset at December 31, 2011 are summarized below:


Deferred Tax Asset

 

Estimated

NOL

 

Rate

 

Tax

Federal loss carryforward

 

$

523,733 

 

34%

 

$

178,069 

Accrued Related Party Interest

 

 

580,161 

 

34%

 

$

197,255 

Deferred tax asset

 

 

 

 

 

 

 

375,324 

Valuation Allowance

 

 

 

 

 

 

$

(375,324)

 

 

 

 

 

 

 

$


This valuation allowance has increased by $41,157 from $334,167 during the year ending December 31, 2011.


Reconciliation between expected taxes and the actual income tax provision for continuing operations follows:


 

2011

 

2010

Expected Provision Based on Statutory Rates (34%)

$

(73,711)

 

$

(69,710)

Effect of:

 

 

 

 

 

Expiration of NOL Carryforwards

 

 

 

72,990 

Non Deductible Stock Compensation

 

32,554 

 

 

70,532 

Change in Valuation allowance

 

41,157 

 

 

(73,812)

Total Actual Provision

$

 

$




26




A list of the Company’s Net Operating Losses with the year of expiration is as follows:


Year

 

Amount

 

Balance

2017

 

46,264 

 

46,264 

2018

 

47,807 

 

94,071 

2019

 

43,798 

 

137,869 

2020

 

77,340 

 

215,209 

2021

 

48,629 

 

263,838 

2022

 

35,594 

 

299,432 

2024

 

22,092 

 

321,524 

2025

 

27,620 

 

349,144 

2026

 

21,356 

 

370,500 

2027

 

15,885 

 

386,385 

2028

 

69,017 

 

455,403 

2029

 

21,546 

 

476,949 

2030

 

23,980 

 

500,929 

2031

 

22,804 

 

523,733 


Uncertain Tax Positions


The Company has not identified any material uncertain tax positions of the Company on returns that have been filed or that will be filed. The Company has not had operations and is carrying a large Net Operating Loss as disclosed above. Since it is not thought that this Net Operating Loss will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the financial statements.


The Company has filed income tax returns in the US. All years prior to 2008 are closed by expiration of the statute of limitations. The tax year ended December 31, 2008, will close by expiration of the statute of limitations on about April 15, 2011. The years ended December 31, 2009, 2010, and 2011 are open for examination.




27




Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


Not applicable


Item 9A

Controls and Procedures


Evaluation of Disclosure Controls and Procedures


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


Our management evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2011, pursuant to paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act. This evaluation included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of December 31, 2011.


Internal Control Over Financial Reporting


The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


The Company’s sole officer and employee conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011. This evaluation was performed based on the framework in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation the sole officer concluded the Company’s internal controls over financial reporting were not effective.


This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.




28




Changes in Internal Control over Financial Reporting


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


Item 9B.

Other Information


Not applicable


PART III


Item 10.

Directors, Executive Officers and Corporate Governance


Executive Officers and Directors


The following table sets forth information concerning our directors and the executive officer of GamePlan, Inc. and their age and positions. Each director holds office until the next annual stockholders’ meeting and thereafter until the individual’s successor is elected and qualified. Officers serve at the pleasure of the board of directors.


NAME

 

AGE

 

POSITION

Robert G. Berry

 

76

 

President, Secretary and Director

Jon T. Jenkins

 

62

 

Director

Ray Brown

 

51

 

Director

L. Steven Haynes

 

51

 

Director

David W. Young

 

61

 

Director


The following is a biographical summary of the business experience of our directors and executive officers:


Mr. Berry received a BA degree from the University of Nevada in 1961, and a JD degree from the University of Notre Dame law school in 1963. After spending four years in the District Attorney’s office in Reno, Nevada, Mr. Berry joined the law firm of Laxalt and Berry in Carson City, Nevada.  Mr. Berry’s areas of emphasis while in private practice were plaintiff’s personal injury litigation and gaming regulatory work.  While practicing law, Mr. Berry entered into a number of business ventures, including shopping center and condominium development, restaurants, cattle feeding and breeding. Both during and after Mr. Berry left the active practice of law in 1977 he has owned and operated three gaming facilities, engaged in more than 50 business ventures and operations and built the town of Wendover, NV.  Presently, Mr. Berry is a part time Nevada Supreme Court Settlement Judge.


Jon T. Jenkins was a co-founder of GamePlan in 1991.  Mr. Jenkins has 30 years of gaming management experience with 20 of those years serving on the board of directors for several casinos.  Mr. Jenkins presently oversees the day to day operations of two casinos on the Salt River Indian Community adjacent to the metro Phoenix area.  Mr. Jenkins graduated with a Bachelor of Science degree from California State University.


Ray Brown has 24 years of experience in the gaming industry.  Currently, Mr. Brown is a consultant focusing on the identification, development, financing and construction of native and non-native gaming operations.  Mr. Brown graduated with a Bachelor of Science degree from the University of Nevada-Reno.


L. Steven Haynes is currently leading Boulder Bay Resort, which is a mixed use development including hotel, retail, residential and casino on 18 acres in Lake Tahoe, Nevada.  Mr. Haynes has had several projects where he worked on the development and financing of both native and non-native gaming operations.  Mr. Haynes graduated from Wake Forest University with a Bachelor of Arts degree.


David W. Young is a personal financial manager at his own firm of D. W. Young, LLC in Las Vegas, Nevada. Mr. Young has worked at several gaming companies including, Boyd Gaming, Fremont Hotel & Casino, and Sahara Resorts.  Mr. Young graduated with a Bachelor of Science degree from the University of Nevada – Las Vegas.



29





During the last five years, no officers or directors have been involved in any legal proceedings, bankruptcy proceedings, criminal proceedings or violated any federal or state securities or commodities laws or engaged in any activity that would limit their involvement in any type of business, securities or banking activities.


Compliance with Section 16(a) of the Exchange Act


Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of the outstanding shares of the Company’s Common Stock, to file initial reports of beneficial ownership and reports of changes in beneficial ownership of shares of Common Stock with the Commission. Such persons are required by Commission regulations to furnish the Company with copies of all Section 16(a) forms they file.


No person who, at any time during our past fiscal year, was a director, officer, or beneficial owner of more than 10% of any class of equity securities failed to file, on a timely basis, any report required by Section 16(a) of the Exchange Act during the most recent fiscal year.   


Audit Committee and Financial Expert


We do not have an Audit Committee. The Company’s directors perform some of the same functions of an Audit Committee, such as; recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors’ independence, the financial statements and their audit report; and reviewing management’s administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.


We have no audit committee financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.


Code of Ethics


A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:


1)

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.


2)

Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to the Securities and Exchange Commission and in other public communications made by the Company.



3)

Compliance with applicable government laws, rules and regulations.



4)

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and



5)

Accountability for adherence to the code.


We have not adopted a formal code of ethics statement. The board of directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons who are also the officers and directors and many of the persons employed by the Company are independent contractors general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines.




30




Shareholder-Director Communication


We have neither a nominating committee for persons to be proposed as directors for election to the board of directors nor a formal method of communicating nominees from shareholders. We do not have any restrictions on shareholder nominations under our certificate of incorporation or by-laws. The only restrictions are those applicable generally under Nevada Corporate Law and the federal proxy rules. Currently the board of directors decides on nominees, on the recommendation of one or more members of the board. The board of directors will consider suggestions from individual shareholders, subject to evaluation of the person’s merits. Stockholders may communicate nominee suggestions directly to any of the board members, accompanied by biographical details and a statement of support for the nominees. The suggested nominee must also provide a statement of consent to being considered for nomination. Although there are no formal criteria for nominees, the board of directors believes that persons should be actively engaged in business endeavors, have a financial background, and be familiar with acquisition strategies and money management.


Because the management and directors of the Company are the same persons, the board of directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the boards’ attention by virtue of the co-extensive employment.


The board of directors does not have a formal policy of attendance of directors at the annual meeting. It does encourage such attendance.


Family Relationships


There are no family relationships between any director, executive officer or person nominated to become such.


Directorships


None of the Company’s directors or nominees to become directors holds any directorship in any other company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or subject to the requirements of Section 15(d) of the Exchange Act.


Item 11.

Executive Compensation


For several years, we have not paid any cash compensation to our executive officers. Cash compensation amounts will be determined in the future based on the services to be rendered and time devoted to our business and the availability of funds. Other elements of compensation, if any, will be determined at that time or at other times in the future.


Compensation of Directors


On October 17, 2008 the Board adopted an Incentive Stock Option Plan and, pursuant to that Plan, adopted the following Incentive Stock Option Plan for each Director: Each Director (5) was given the option to purchase 10,000 Rule 144 shares of the common voting stock of GamePlan Inc. yearly for a period of 5 years at the strike price of $2.00 per share through all option periods. Each option exercise period shall be for a term of three (3) years from the date of the option grant. The first option period commenced on the date of this meeting (Oct. 17, 2008). Subsequent options shall be granted on Oct. 17, 2010, Oct. 17, 2011, Oct. 17, 2012 and the final stock option grant on Oct. 17, 2013 on condition that the Directors are Directors at the time of the subsequent option grants. The Company determined that all 250,000 were granted on October 17, 2008 based on the guidance in FASB ASC 718.  The Company and the Directors have a mutual understanding of the key terms and conditions of the award.  The Directors are immediately affected by changes in the Company’s share price.  The Company is obligated to issue the options if the director satisfies the service requirement.  Finally, all necessary approvals were obtained.  In all events, GamePlan Inc. shall have the right of first refusal to meet the sale price of the stock.


Other Compensation Arrangements


On October 17, 2008 the board approved director compensation for each board of director totaling $2,500 for each meeting attended in person and $1,000 for each meeting attended via telephone. The Board further agreed to defer payment until the Company has sufficient cash flow.  



31





Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The following table sets forth, as of March 30, 2012, the name and shareholdings of each person who owns of record, or was known by us to own beneficially,* 5% or more of the shares of the common stock currently issued and outstanding; the name and shareholdings, including options to acquire the common stock, of each director; and the shareholdings of all executive officers and directors as a group. Each of the persons in the table below has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them, except as otherwise indicated.




NAME OF PERSON OR GROUP

 

NUMBER OF

SHARES

OWNED *

 

PERCENTAGE

OF

OWNERSHIP

Robert G. Berry (1)

 

603,050

 

39.6%

Jon T. Jenkins (2)

 

603,050

 

39.6%

 

 

 

 

 

All executive officers and directors as a group (one person)

 

1,206,100

 

79.2%


*

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Shares of common stock issuable upon the exercise of options or warrants currently exercisable or convertible within 60 days, are deemed outstanding for computing the percentage ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage ownership of any other person. All percentages are calculated based upon a total number of shares issued and outstanding as of March 30, 2012, which number of shares are 1,522,500.


(1)

Mr. Berry’s address is 3701 Fairview Road, Reno, Nevada 89511.  The Robert G. Berry Trust owns the shares. Robert G. Berry is the sole trustee of the trust and has the sole power and authority to vote or dispose of the shares of Common Stock held by the trust.

(2)

Mr. Jenkins address is 5717 East Almeda Court, Cave Creek, AZ 85331. Jon T. Jenkins owns 56,405 shares in his individual capacity, and has the authority to vote or dispose of, as trustee, 3,900 shares held in trust for family members.


Item 13.

Certain Relationships and Related Transactions, and Director Independence


Robert G. Berry Promissory Notes


On February 1, 1999, the Company entered into an amended and restated promissory note with Robert Berry, pursuant to which the Company agreed to pay Mr. Berry principal then owing to Mr. Berry of  $182,256, representing Mr. Berry's unreimbursed cash advances to the Company as of that date.  The Note was due February 1, 2001 and bore interest at the rate of prime plus 2%.  During 1999, Mr. Berry advanced the Company $17,600.  A new note was executed on February 1, 2000, which extended the maturity date to February 1, 2002. In 2000, Mr. Berry advanced $37,200 to the Company.  The Company executed a further amended and restated note with Mr. Berry on January 1, 2001, which note replaced and superseded all previous notes of the Company payable to Mr. Berry.  The new note was issued in the principal amount of $290,192, bore interest at the rate of prime plus 2%, and extends the maturity of the Company's obligations to Mr. Berry to February 1, 2003. The entire unpaid principal and interest was due at maturity. Additionally, the Company executed a further amended and restated note with Mr. Berry on January 1, 2002, which note replaces and supersedes all previous notes of the Company payable to Mr. Berry.  The new note was issued in the principal amount of $327,408, bears interest at the rate of prime plus 2%, and maintained the maturity of the Company's obligations to Mr. Berry at February 1, 2003. Mr. Berry renewed this promissory note in the total amount of $484,626 after calculating additional advances to Jan. 1, 2006. As of December 31, 2011, the Company owes Berry $858,138. The Robert G. Berry Trust owns approximately 39.6% of the issued and outstanding shares of the Company.




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Jon Jenkins Promissory Notes


As of February 1, 2001, the Company entered into an amended and restated promissory note payable to Jon and April Jenkins in the principal amount of $74,054.  The note replaced and supersedes all previous notes of the Company payable to Jon or April Jenkins.  The note bears interest at the rate of prime plus 2%. All principal and interest is due and payable on February 1, 2003. Mr. Jenkins agreed to renew this note in the total amount of $100,500 after calculating interest to Jan. 1, 2006. As of December 31, 2011, the Company owes Jenkins $305,859. Jon Jenkins is a director and the beneficial and indirect owner of approximately 39.6% of the issued and outstanding shares of the Company.


Director Independence


We undertook a review of the independence of our directors and, using the definitions and independence standards for directors provided in the rules of The Nasdaq Stock Market, although not required as the standard for the Company as it is traded on the Over-the-Counter Market considered whether any director has a material relationship with us that could interfere with his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, we determined that L. Steven Haynes is an "independent director" as defined under the rules of The Nasdaq Stock Market.


Item 14.

Principal Accountant Fees and Services


Audit Fees


The Company had audit and financial statement review fees of $11,768 for the fiscal year ended December 31, 2011. It paid $12,794 in audit and financial statement review fees for the year ended December 31, 2010 to Mantyla McReynolds, our current independent accountants.


Audit-Related Fees


None


Tax Fees


The Company paid tax return preparation fees totaling $450 for the fiscal year ended December 31, 2011 and $450 for the fiscal year ended December 31, 2010.


All Other Fees


None


Audit committee policies & procedures


The Company does not currently have a standing audit committee. The Company’s Board of Directors approved the above services.




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PART IV


Item 15.

Exhibits and Financial Statement Schedules


a.  Exhibits


Exhibit

Number

Name of Exhibit



31.1

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)


31.2

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)


32.1

Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)


101.INS

XBRL Instance Document

101.SCH

XBRL Schema Document

101.CAL

XBRL Calculation Linkbase Document

101.DEF

XBRL Definition Linkbase Document

101.LAB

XBRL Labels Linkbase Document

101.PRE

XBRL Presentation Linkbase Document



______________

(1)

Filed herewith




34




SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

GAMEPLAN, INC.

 

 

(Registrant)

 

 

 

 

 

 

 

 

Date:  March 30, 2012

 

By:

/s/ Robert G. Berry

 

 

 

Robert G. Berry,

 

 

 

President



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



Signature

 

Title

 

Date

 

 

 

 

 

/s/ Robert G. Berry

 

President, Chairman of the Board

 

March 30, 2012

Robert G. Berry

 

 

 

 





35