Game Plan Holdings, Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Game Plan Holdings, Inc.	Financial_Report.xls
EX-31.2 - CERTIFICATION - Game Plan Holdings, Inc.	gameplan_10qex31-2.htm
EX-31.1 - CERTIFICATION - Game Plan Holdings, Inc.	gameplan_10qex31-1.htm
EX-32.1 - CERTIFICATION - Game Plan Holdings, Inc.	gameplan_10qex32-1.htm
EX-10.1 - CONSULTING AGREEMENT - Game Plan Holdings, Inc.	gameplan_10qex10-1.htm
EX-32.2 - CERTIFICATION - Game Plan Holdings, Inc.	gameplan_10qex32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2012

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

For the transition period from _______________ to ______________.

GAME PLAN HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Nevada		333-160730		20-0209899
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

1712 Ravanusa Drive, Henderson, NV 89052

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (702) 951-1385

N/A

(Former name or former address if changed since last report)

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

Indicate by check mark whether the Registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

	Large accelerated filer o		Accelerated filer o

	Non-accelerated filer o		Smaller reporting company x

(Do not check if a smaller reporting company)

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

Class of Stock	No. Shares Outstanding	Date
Common Stock	15,050,000	May 15, 2012

		PAGE
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Balance Sheets as of March 31, 2012 and December 31, 2011 (unaudited)	1

	Statements of Operations for the three month period ending March 31, 2012 and 2011 and the period from inception (March 25, 1999) through March 31, 2012 (unaudited)	2

	Statements of Cash Flows for the three month periods ending March 31, 2012 and 2011 and the period from inception (March 25, 1999) through March 31, 2012 (unaudited)	3

	Notes to Financial Statements (unaudited)	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14

Item 4.	Controls and Procedures	14

PART II.	OTHER INFORMATION	17

Item 1.	Legal Proceedings	17

Item 1A.	Risk Factors	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3.	Defaults Upon Senior Securities	17

Item 4.	Mine Safety Disclosures – Not Apllicable	17

Item 5.	Other Information	17

Item 6.	Exhibits	17

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to implement our business plan, our ability to raise sufficient capital as needed, our ability to successfully transact business, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this 10-Q report in its entirety, including all other filings made by the Company with the SEC. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this 10-Q report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

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

PART I - FINANCIAL INFORMATION

Game Plan Holdings, Inc.

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)

	March 31, 2012			December 31, 2011
ASSETS

Current assets
Cash	$	2,489		$	43,521
Marketable securities		5,080			3,732
Prepaid expenses		61,292			103,646

Total current assets		68,861			150,899


Property and equipment, net		5,412			6,163

Intangible assets
Website, net		211,800			230,172

Other assets

Security deposit		2,300			2,300

Total assets	$	288,373		$	389,534

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Due to related party	$	1,858		$	62
Accounts payable and accrued liabilities		6,179			8,751

Total current liabilities		8,037			8,813

Stockholders' equity

Common stock, authorized 100,000,000 shares, par value $0.001, 15,050,000 and 15,050,000 issued and outstanding at March 31, 2012 and December 31, 2011, respectively.		15,050			15,050

Additional paid-in capital		1,931,744			1,562,093

Accumulated other comprehensive loss		(22,572	)		(23,920	)

Deficit accumulated during the development stage		(1,643,886	)		(1,172,502	)

Total stockholders' equity		280,336			380,721

Total liabilities and stockholders' equity	$	288,373		$	389,534

The accompanying notes are an integral part of these financial statements.

Game Plan Holdings, Inc.

(A Development Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

							From inception
							(March 25, 1999)
	Three Months Ended			Three Months Ended			through
	March 31,			March 31,			March 31,
	2012			2011			2012

Revenue	$	-		$	-		$	6,608

Operating expenses:
General and administrative		31,786			12,276			535,781
Computer and website expenses		1,749			7,141			104,215
Professional fees		60,853			7,752			226,069
Officers wages		377,000			10,000			865,440

Total operating expenses		471,388			37,169			1,731,505

Other income (expenses):
Other income		-			540			703
Gain on sale of marketable securities		-			-			61,718
Loss on impairment of marketable securities		-			-			(8,924	)
Interest income		4			79			27,693
Foreign currency transaction loss		-			-			(5	)
Interest expense		-			-			(174	)

Total other income (expenses)		4			619			81,011

Net loss	$	(471,384	)	$	(36,550	)	$	(1,643,886	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		-			-			1,558
Unrealized gain (loss) on marketable securities		1,348			(61	)		(24,130	)

Other comprehensive income (loss)		1,348			(61	)		(22,572	)

Comprehensive loss		(470,036	)	$	(36,611	)	$	(1,666,458	)

Basic loss per common share		(0.03	)		(0.00	)

Weighted average number of shares outstanding		15,050,000			14,100,000

The accompanying notes are an integral part of these financial statements.

Game Plan Holdings, Inc.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							From inception on
	Three Months			Three Months			(March 25, 1999)
	Ended			Ended			through
	March 31,			March 31,			March 31,
	2012			2011			2012
Operating Activities
Net loss	$	(471,384	)	$	(36,550	)	$	(1,643,886	)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization		19,123			1,144			62,421
Gain on sale of marketable securities		-			-			(61,718	)
Loss on impairment of marketable securities		-			-			8,924
Stock based compensation		380,302			-			769,243
Changes in operating assets and liabilities
Decrease in prepaid expenses		31,703			-			31,703
Decrease in related party receivable		-			4,255			2,450
Increase in other receivable		-			-			(5,800	)
Increase in accounts payable and accrued liabilities		(2,572	)		(2,884	)		42,062

Net cash used in operating activities		(42,828	)		(34,035	)		(794,601	)

Investing activities
Change in other investments		-			-			(2,450	)
Purchases of marketable securities		-			1			(197,140	)
Sales of marketable securities		-			-			221,874
Purchase of intangible assets		-			(4,000	)		(34,500	)
Purchase of fixed assets		-			-			(16,633	)

Net cash provided by (used in) investing activities		-			(3,999	)		(28,849	)

Financing activities
Due to related party		1,796			564			1,858
Proceeds from sale of common stock		-			-			823,673

Cash provided by (used in) financing activities		1,796			564			825,531

Net (decrease) increase in cash		(41,032	)		(37,470	)		2,081
Effect of foreign currency translation adjustment					-			408
Cash, beginning of period		43,521			199,430			-


Cash, end of period	$	2,489		$	161,960		$	2,489


Supplemental disclosure of cash flow information:
Interest paid	$	-		$	-		$	139
Income taxes paid	$	-		$	-		$	-

Non-cash investing and financing activities:
Shares issued for settlement of accounts payable	$	-		$	-		$	35,883
Shares issued for prepaid legal fees	$	-		$	-		$	7,824
Shares issued for prepaid consulting fees	$	-		$	-		$	92,322
Shares issued for intangible asset	$	-		$	-		$	228,500

The accompanying notes are an integral part of these financial statements.

Game Plan Holdings, Inc

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND BUSINESS OF COMPANY

HJS Technology, Inc. (A Development Stage Company) was incorporated on March 25, 1999 under the laws of the State of Nevada. The Company developed a business plan around a concept entitled www.close2here.com. This concept failed to get off the ground and the business plan was shut down in 2005. On May 31, 2007, HJS Technology, Inc. changed its name to Game Plan Holdings, Inc. (the “Company”). Game Plan Holdings owns and operates a social networking website, www.Hazzsports.com (“Hazzsports.com”). Hazzsports.com is an online social networking website that offers an interactive resource for sports enthusiasts. In accordance with Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) No. 915 the Company is considered to be in the development stage.

On December 31, 2007, a Reorganization Agreement was entered into by and between Game Plan Holdings Canada, a corporation formed under the laws of the country of Canada (“Game Plan Canada”), and Game Plan Holdings, Inc. (“Game Plan USA). The agreement reorganized the capital structure of Game Plan Canada and Game Plan USA by exchanging all of Game Plan Canada Shares totaling 11,070,000 shares on a one-for-one basis with Game Plan USA shares held by existing shareholders of the Company. Consequently, there were no new shares issued related to the 11,070,000 shares exchanged by Game Plan USA to Game Plan Canada rather, certain shareholders of Game Plan USA exchange their previously issued shares to Game Plan Canada. Under the Reorganization Agreement, Game Plan USA also agreed to the cancelation of 8,032,000 and 418,000 shares (total of 8,450,000 shares) of its common stock, as well as, transfer 2,148,000 shares of common stock of Game Plan USA held by certain shareholders to the Company’s President, Charles Hazzard. Upon completion of the Game Plan USA Reorganization and the exchange of the shares, all of the shares of Game Plan Canada were canceled and all the assets held by Game Plan Canada were assigned to Game Plan USA. Prior to the Reorganization Agreement, Game Plan USA developed the social networking website. www.Hazzsports.com which was principally funded by Game Plan Canada through capital it had raised. Since both Game Plan USA and Game Plan Canada were co-dependent upon each other both financially and intellectually prior to the Reorganization Agreement, the Company has accounted for this transaction as a recapitalization of both companies under a pooling of interest whereby the history of both companies have been integrated.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less.

Earnings (Loss) per Share

The basic earnings (loss) per common share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Fair Value Accounting for Financial Instruments

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC (“ASC 820-10”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of the fair value hierarchy are described below:

	Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
	Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Pursuant to ASC 825, the fair value of cash and marketable securities is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of cash, marketable securities, receivables, accounts payable and accrued liabilities, and other payables approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of March 31, 2012 and December 31, 2011as follows:

	Fair Value Measurements as of March 31, 2012 Using:

	Total Carrying Value as of		Quoted Market Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	03/31/12		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	5,080	$	5,080	$	0	$	0
Total	$	5,080	$	5,080	$	0	$	0

	Fair Value Measurements as of December 31, 2011 Using:

	Total Carrying Value as of		Quoted Market Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	12/31/11		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	3,732	$	3,732	$	0	$	0
Total	$	3,732	$	3,732	$	0	$	0

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives, principally on a straight-line basis. Estimated service lives of property and equipment are as follows:

		Estimated
Description		Life
Computers		5 yr
Software		3 yr
Office Furniture		7 yr

Concentrations of Credit Risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counter parties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counter parties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions described below.

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, and marketable debt securities. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector. To manage the risk exposure, the Company maintains its portfolio of cash and cash equivalents and short-term and long-term investments.

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.

Reclassifications

Professional fees of $7,752 were reclassified from general and administrative to professional fees in the statement of operations to conform to the current year presentation. The reclassification had no effect on previously reported total operating expenses, results of operations, or retained earnings.

Other Comprehensive Income (Loss)

Marketable securities held by Canaccord and MorganStanley SmithBarney (the holding companies) are held for an indefinite period of time and thus are classified as available-for-sale securities. Realized investment gains and losses are included in the statement of operations, as are provisions for other than temporary declines in the market value of available for-sale-securities. Unrealized gains and unrealized losses deemed to be temporary are excluded from earnings (losses), net of applicable taxes, as a component of other comprehensive income (loss). Factors considered in judging whether an impairment is other than temporary include the financial condition, business prospects and creditworthiness of the issuer, the length of time that fair value has been less than cost, the relative amount of decline, and the Company’s ability and intent to hold the investment until the fair value recovers.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements through ASU 2011-09 and believes those listed below may impact the Company’s financial statements.

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update 2011-04 (ASU 2010-04), Fair Value Measurement (Topic 820), which amends the fair value measurement guidance and includes some enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for Level 3 measurements based on unobservable inputs. The standard is effective for the fiscal years beginning after December 15, 2011. The Company is currently considering the impact on their financial position, results of operations, or cash flows.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220), which eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. Instead, an entity will be required to present items of net income and other comprehensive income in one continuous statement or in two separate, but consecutive, statements. The standard is effective for fiscal years beginning after December 15, 2011. The adoption of this update will not have a material effect on the Company’s financial position, results of operations or cash flows.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements the Company has no established source of revenue and has experienced recurring net operating losses. This raises substantial doubt about the Company’s ability to continue as a going concern. As shown on the accompanying financial statements, the Company has incurred a net loss of $1,643,886 for the period from inception (March 25, 1999) to March 31, 2012. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s activities to date have been supported by equity financing. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4. MARKETABLE SECURITIES AND INVESTMENTS

Marketable securities held by Canaccord and MorganStanley SmithBarney (the holding companies) are held for an indefinite period of time and thus are classified as available-for-sale securities. Realized investment gains and losses are included in the statement of operations, as are provisions for other than temporary declines in the market value of available-for-sale securities. Unrealized gains and unrealized losses deemed to be temporary are excluded from earnings (losses), net of applicable taxes, as a component of other comprehensive income (loss). Factors considered in judging whether an impairment is other than temporary include the financial condition, business prospects and creditworthiness of the issuer, the length of time that fair value has been less than cost, the relative amount of decline, and the Company’s ability and intent to hold the investment until the fair value recovers. During 2010, the Company recorded an impairment charge of $8,924 regarding its investment in marketable securities because, based on management’s evaluation of the circumstances, management believed that the decline in fair value below the cost of certain of the Company’s marketable securities was not temporary.

Included in “Gain on sale of marketable securities” on the statements of operations are $0 and $0 realized gains for the three months ended March 31, 2012 and 2011, respectively. The Company did not sell any marketable securities during the three months ended March 31, 2012. The Company recorded $1,348 and ($61) of other comprehensive income (loss) associated with unrealized gains (losses), net of tax effect, on these investments during the three months ended March 31, 2012 and 2011, respectively.

The following is a summary of available-for-sale marketable securities as of March 31, 2012 and December 31, 2011:

	March 31, 2012

	Cost		Unrealized Gain		Unrealized (Losses)			Market or Fair Value
Equity securities	$	29,210	$	0	$	(24,130	)	$	5,080
Total	$	29,210	$	0	$	(24,130	)	$	5,080

	December 31, 2011

	Cost		Unrealized Gain		Unrealized (Losses)			Market or Fair Value
Equity securities	$	29,210	$	0	$	(25,478	)	$	3,732
Total	$	29,210	$	0	$	(25,478	)	$	3,732

The following is a summary of unrealized gains and losses as presented in Other Comprehensive Income as of March 31, 2012 and 2011:

	March 31, 2012

			Unrealized		Unrealized			Other
	Unrealized		(Losses)		(Losses)			Comprehensive
Description	Gains		Short Term		Long Term			Income (Loss)
Equity Securities	$	1,920	$	0	$	(572	)	$	1,348
Total	$	1,920	$	0	$	(572	)	$	1,348

	March 31, 2011

			Unrealized			Unrealized			Other
	Unrealized		(Losses)			(Losses)			Comprehensive
Description	Gains		Short Term			Long Term			Income (Loss)
Equity Securities	$	1,348	$	(1,387	)	$	(22	)	$	(61	)
Total	$	1,348	$	(1,387	)	$	(22	)	$	(61	)

The Company classifies securities that have a readily determinable fair value and are not bought and not held principally for the purpose of selling them in the near term as securities available-for-sale, pursuant to FASB ASC 320-10, Investments-Debt & Equity Securities. Under FASB ASC 320-10, unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported in other comprehensive income until realized.

NOTE 5. PROPERTY AND EQUIPMENT

	03/31/12			12/31/11
Computers	$	12,713		$	12,713
Furniture & fixtures		3,472			3,472
Software		449			449
Less: Accumulated depreciation		(11,222	)		(10,021	)

Property and equipment, net	$	5,412		$	6,613

Depreciation expense was $1,201 and $1,143 for the three months ending March 31, 2012 and 2011, respectively.

NOTE 7. RELATED PARTY TRANSACTIONS

At March 31, 2012, the Company owed a shareholder/director $1,858 for reimbursement of company expenses paid for by the shareholder/director on behalf of the Company.

At December 31, 2011, the Company owed a shareholder/director $62 for reimbursement of company expenses paid for by the shareholder/director on behalf of the Company.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 8. STOCKHOLDERS’ EQUITY

The stockholders’ equity of the Company comprises the following classes of capital stock as of March 31, 2012 and December 31, 2011:

Common stock, par value of $0.001 per share; 100,000,000 shares authorized; 15,050,000 shares issued and outstanding at March 31, 2012 and December 31, 2011.

NOTE 9. STOCK OPTION PLAN

On December 22, 2008, the Board of Directors of the Company ratified, approved, and adopted a Stock Option Plan for the Company allowing for the grant of up to 1,400,000 options to acquire common shares with terms of up to 5 years. In the event an optionee ceases to be employed by or to provide services to the Company for reasons other than cause, any Stock Option that is vested and held by such optionee may be exercisable within up to thirty days after the effective date that his position ceases. No Stock Option granted under the Stock Option Plan is transferable. Any Stock Option held by an optionee at the time of his death may be exercised by his estate within one year of his death or such longer period as the Board of Directors may determine.

As approved by the Board of Directors, on December 22, 2008, the Company granted 600,000 fully vested stock options to certain officers of the Company at $0.50 per share for terms of two years. The two year terms commence on the start date when the common stock of the Company begins trading on the Over the Counter Bulletin Board. The total fair value of these options at the date of grant was estimated to be $305,940 and was determined using the Black-Scholes option pricing model with an expected life of 4 years, a risk free interest rate of 1.40%, a dividend yield of 0% and expected volatility of 82.29% and was recorded as a stock based compensation expense in 2008.

On September 13, 2011, the Company granted a total of 200,000 stock options to consultants of the Company at $0.50 per option for a term of 2 years. Upon each anniversary of the agreement, a total of 100,000 options will become vested and available for purchase by the Consultants. The total fair value of these options at the date of grant was estimated at $12,820 and determined using the Black-Scholes option pricing model with the following assumptions; a term of 2 years, a risk free interest rate of 0.25%, a dividend yield of 0%, and an expected volatility of 66.59%. The estimated incremental fair value of these options of $1,651 and $1,870 was recorded as a stock based compensation expense for March 31, 2012 and December 31, 2011, respectively.

On February 24, 2012, the Company granted a total of 4,000,000 stock options as part of an executive compensation agreement with the Company’s new president at $0.30 per option for a term of one year. The one year term commenced on the date the option agreement was executed. The total fair value of these options at the grant date was estimated to be $368,000 and was determined using the Black- Scholes option pricing model with an expected life of one year, a risk free interest rate of 0.33%, a dividend yield of 0%, and expected volatility of 67.05% and was recorded as stock based compensation for the period ended March 31, 2012.

The Company’s stock option activity for the periods ended March 31, 2012 and December 31, 2011 is summarized as follows:

	Number of Options		Weighted average exercise Price per share		Weighted average remaining contractual life (in years)
Balance, December 31, 2009		600,000	$	0.50		3.00
Granted		-		-		-
Exercised		-		-		-
Expired / cancelled		-		-		-
Balance, December 31, 2010		600,000		0.50		2.00
Granted		200,000		0.50		2.00
Exercised		-		-		-
Expired / cancelled		-		-		-
Balance, December 31, 2011		800,000		0.50		2.00
Granted		4,000,000		0.30		1.00
Exercised		-		-		-
Expired / cancelled		-		-		-
Balance, March 31, 2012		4,800,000	$	0.33		1.17

NOTE 10. OPERATING LEASES

The company has a lease for its office rent. The payment was $2,300 per month through March 30, 2011. On April 1, 2011 a new lease began, which ended on March 31, 2012. This lease has been extended an additional six months ending September 30, 2012. The payment continues to be $2,000 per month for the new lease term. Rent expense for the three months ending March 31, 2012 and 2011 was $6,000 and $6,900 respectively.

NOTE 11. RISK CONCENTRATION

The Company has its cash and Certificates of Deposits only in FDIC insured accounts. The FDIC insures interest bearing deposit accounts up to $250,000. The Company does not have any cash balances that are not covered by the FDIC deposit insurance.

NOTE 12. SUBSEQUENT EVENT

On April 1, 2012, the Company’s president, Mr. Hazzard, formally resigned as President. Mr. Hazzard will continue to act as the CEO for the Company. Prior to his resignation, the Company entered into an executive agreement with Mr. Bachman, where Mr. Bachman will assume the role as President for the Company.

On April 1, 2012, the Company entered into a consulting agreement with Mrs. Mabanta- Hazzard. Mrs. Mabanta- Hazzard will assume the role of Vice President and CFO of the Company. Compensation for her services will be $2,500/ month, payable in the Company’s common stock. The number shares issued will be determined using the weighted average closing price of the stock for the five trading days preceding the first of each month.

Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations.

The following discussion and analysis should be read in conjunction with our financial statements and related notes. Some of the information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this report, include forward-looking statements based on our current management’s expectations. There can be no assurance that actual results, outcomes or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, among others, our limited operating history, unpredictability of future program dispositions and operating results, competitive pressures and the other potential risks and uncertainties discussed in the “Risk Factors” as discussed in the “Risk Factor” section in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2011.

Organizational History

We were incorporated on March 25, 1999. On December 2, 2002, we issued 200,000 shares of common stock to Lawrence Horwitz and Eric Schmidt, the two “Initial Founders” of the Company. Each of the two Initial Founders received 100,000 shares of common stock in consideration of their initial capital. We developed a business plan around a concept entitled www.close2here.com. This concept failed to get off the ground, and thus the business plan was shut down in 2005. The initial issuance of our common stock was exempt from registration under Rule 504 of the Securities Act of 1933, as it involved the sale of founders shares, with a value of substantially less than $1 million.

On December 19, 2007, we increased our number of authorized common stock to 100,000,000 shares of common stock, $.001 par value. We also authorized and implemented a one hundred and ten for one forward split of its common stock.

On December 31, 2007, together with our shareholders, we entered into a Reorganization Agreement with Game Plan Holdings, a Canadian corporation (“Game Plan Canada”) and its shareholders (the “Game Plan Canada Shareholders”). Pursuant to the Reorganization Agreement, the final distribution of our common stock was as follows: (a) 8,000,000 shares of common stock to Christina Mabanta-Hazzard; (b) 2,148,000 shares of common stock to Charles Hazzard; (c) 332,000 shares in the names of the various shareholders; and (d) 3,070,000 shares in the names of the Game Plan Canada Shareholders.

During 2008 we raised $387,500 from four accredited investors, all domiciled in the United States. This offering was exempt from registration under Rule 506 of the Securities Act of 1933 as it was exclusively to accredited investors. In addition, Game Plan Canada raised $121,462 in 2007 exclusively from investors domiciled in Canada. This financial raise was exempt from the registration under Regulation S of the Securities Act of 1933, as it involved an issuer formed under the laws of Canada, an issuer operating exclusively in the country of Canada and making offers and sales exclusively to individuals residing in Canada. This offering would also comply with Rule 504 of the Securities Act of 1933 as it was for less than $1 million and involved less than 35 non-accredited investors.

On September 13, 2011, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Vantage Assets Holdings, Inc. which closed on October 21, 2011. Pursuant to the Asset Purchase Agreement, we will acquire the website www.checkinsave.com (“CheckinSave”), a social networking website whereby users check in to locations via a mobile application or using the website and accrue points for their check-ins as well as check-ins of their connections through the site that can be redeemed for coupons for discounts and deals at various registered venues. In connection with the acquisition of CheckinSave, we entered into consulting agreements with CheckinSave founders Jordan Brill and Matthew Housser to assist with the continued development, launch and marketing of the CheckinSave website and concept. The site launched on September 15, 2011. We did not issue the stock in connection with the Asset Purchase Agreement until October 21, 2011, which is when the acquisition closed.

Operational History

We own and operate three internet web sites, Hazzsports.com, Totalscout.com and CheckinSave.com. Our website servers and software development activities are conducted by third party vendors off-site.

Hazzsports.com is an online social networking website offering an interactive resource for sports enthusiasts. This online community provides a site for athletes, sports fans, coaches and friends to network socially and professionally with each other.

In addition, we own and operate Totalscout.com, which provides college baseball coaches an easier and more efficient way to create and request scouting reports on opposing teams. We have developed an online standardized reporting tool that has proven to significantly reduce the time and effort spent on scouting reports. Presently most scouting reports are generated manually, with little standardization or electronic assistance. The tool accessible at Totalscout.com has preloaded every college baseball player and every possible scouting attribute into an online database. This database then generates an online standard report, providing a readily recognizable and accessible scouting report.

Our most recent addition, CheckinSave.com, is a social networking website whereby users check in at locations such as restaurants, bars or theaters via our website and accrue points for their check-ins. In addition, when “friends” the users are connected to on the website check-in to locations, the user accrues points. These points are then redeemable for coupons and discounts at various registered venues. The site is currently available to users in Vancouver, British Columbia and Las Vegas, Nevada. We plan to expand to several other metropolitan cities in North America.

Plan of Operations

At this time, we do not have plans to purchase any significant equipment or change the number of our employees. Our plan of operations for the next 12 months is for the Company to diversify our websites with several lines of corresponding products and services. Our new website CheckinSave.com is part of the growth of our business in our efforts to offer our members new and updated services.

Off Balance Sheet Arrangements

As of March 31, 2012, there were no off balance sheet arrangements.

Results of Operations for the Quarter Ended March 31, 2012

Our revenues from March 25, 1999 (year of inception) to March 31, 2012 were minimal. We do not anticipate earning revenues until such time as we enter into the final development stages of our websites where we can attract advertisers via our implementation of our business plan.

We incurred operating expenses in the amount $471,388 for the quarter ended March 31, 2012 as compared to $37,169 for the quarter ended March 31, 2011 (an increase of $434,219). The increase can be attributed to an increase in the accrual of officer wages and professional fees.

These operating expenses consisted of general and administrative expenses in the amount of $31,786 (2011: $12,276), computer and website expenses in the amount of $1,749 (2011: $7,141); professional fees in the amount of $60,853 (2011: $7,752), and officer wages in the amount of $377,000 (2011: $10,000).

Our net loss for the quarter ended March 31, 2012 was $471,384 as compared to our net loss of $36,550 for the quarter ended March 31, 2012. During the quarters ended March 31, 2012 and 2011 we generated no revenue.

The weighted average number of shares outstanding was 15,050,000 and 14,100,000 at March 31, 2012 and March 31, 2011 respectively.

Liquidity and Capital Resources

As of March 31, 2012 we had cash of $2,489, as compared to $43,521 as of December 31, 2011. As of March 31, 2012 we had working capital of $60,824, as compared to $142,086 as of December 31, 2011.

We have not attained profitable operations and are dependent upon obtaining financing to pursue activities beyond those planned for the current fiscal year. For these reasons, our auditors stated in their report for the year ended December 31, 2011 that they have substantial doubt we will be able to continue as a going concern. We do believe that our present operating capital position is sufficient to finance our operations for at least the next 12 months. We base this conclusion about our historical cash needs and while we anticipate that our cash needs may increase slightly in the next 12 months, we believe that our present operating capital will be sufficient to finance our operations. In the event we are unable to generate revenues sufficient to finance our operations then we will eventually be required to seek additional outside capital. In the event we are unable to secure such financing, our company may cease operations and eventually be forced to disband our business operations.

We anticipate that as our website development and associated marketing plans increase, our development expenditures will increase per calendar quarter. We further anticipate that the increased audit and legal expenses arising from our becoming a public company will be an additional expense for the calendar year 2012 and that a similar amount of increased public company expenditures will be incurred for the calendar year 2012.

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Internal Control Over Financial Reporting.

Disclosure Controls and Procedures

Our management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that as of March 31, 2012, the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely discussions regarding required disclosure; due to the material weaknesses described below.

Our financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”). Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, changes in stockholders’ equity and cash flows for the periods presented.

Management Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is 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. The Company’s internal control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on our financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and reporting. 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.

A material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 5) or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the period covered by this report based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the results of management’s assessment and evaluation, our Principal Executive Officer and Principal Accounting Officer concluded that our internal control over financial reporting was effective.

Remediation of Material Weaknesses Found in our Annual Report on Form 10-K for Year Ended December 31, 2011

To remediate the material weaknesses identified in our Annual Report filed on Form 10-K for the year ended December 31, 2011, we have taken the following additional steps:

In connection with the ineffective assessment of the Company’s internal control over financial reporting, management implemented additional controls to improve the effectiveness of the Company’s disclosure controls and procedures.

In connection with the reported inadequate review and approval of certain aspects of the accounting process, management has reiterated the Company’s current review and approval processes, to insure that all accounting reconciliations, journal entries and complex transactions are reviewed and approved on a timely basis.

In connection with the assessment of the Company’s internal control over financial reporting for the quarter ended March 31, 2012, the Company looked more closely at the financial reporting to insure greater accuracy regarding the timing of transactions. While the Company has taken steps to address these weaknesses, the weaknesses remain and will not be considered effectively remediated until additional improvements to the operating of our internal control over financial reporting are in place for a sufficient period of time and tested.

Inherent Limitations on the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1a. Risk Factors.

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds.

There were no unregistered sales of equity securities during the period from January 1, 2012 through March 31, 2012.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

Item 6. Exhibits.

Number	Exhibit

10.1	Consulting Agreement between the Company and Christina Mabanta-Hazzard dated April 1, 2012
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GAME PLAN HOLDINGS, INC.

Date: May 15, 2012	By:	/s/ Chuck Hazzard
		Chuck Hazzard, Chief Executive Officer

Date: May 15, 2012	By:	/s/ Christina Mabanta-Hazzard
		Christina Mabanta-Hazzard, Chief Financial and Accounting Officer

Game Plan Holdings, Inc. - FORM 10-Q - May 15, 2012

Attached files

Game Plan Holdings, Inc. Reports