Game Plan 10-Q 2011 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2011

OR

o 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	14,100,000	March 31, 2011

		PAGE
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010 (audited)	1
	Statements of Operations for the periods ending March 31, 2011 and 2010 and the period from inception (March 25, 1999) through March 31, 2011 (unaudited)	2
	Statements of Cash Flows for the periods ending March 31, 2011 and 2010 and the period from inception (March 25, 1999) through March 31, 2011 (unaudited)	3
	Notes to Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures	10
PART II.	OTHER INFORMATION	12
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Removed and Reserved	13
Item 5.	Other Information	13
Item 6.	Exhibits	13

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 SHEET

	March 31,			December 31,
	2011			2010
	(unaudited)			(audited)
ASSETS
Current assets
Cash	$	161,960		$	199,430
Marketable securities		3,333			3,395
Related party receivable		-			4,255
Total current assets		165,293			207,080
Property and equipment, net		6,586			7,245
Intangible assets
Website, net		14,740			11,225
Other assets
Security deposit		2,300			2,300
Total assets	$	188,919		$	227,850
Liabilities
Due to a related party	$	1,728		$	1,164
Accounts payable and other payables		708			3,592
Total current liabilities		2,436			4,756
Stockholders' equity
Common stock, authorized 100,000,000 shares, par value $0.001, issued and outstanding at March 31, 2011 and December 31, 2010 is 14,100,000 and 14,100,000 respectively		14,100			14,100
Additional paid-in capital		1,115,513			1,115,513
Accumulated other comprehensive loss		(24,319	)		(24,258	)
Deficit accumulated during the development stage		(918,811	)		(882,261	)
Total stockholders' equity		186,483			223,094
Total liabilities and stockholders' equity	$	188,919		$	227,850

The accompanying notes are an integral part of these statements.

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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,
	2011			2010			2011
							(restated)
Revenue	$	-		$	-		$	6,608
Operating expenses
General and administrative		20,028			28,202			461,521
Computer and website expenses		7,141			6,678			83,383
Officers wages		10,000			12,000			461,440
Total operating expenses		37,169			46,880			1,006,344
Other income (expenses)
Other income		540			-			691
Gain on sale of marketable securities		-			-			61,718
Loss on impairment of marketable securities		-			-			(8,924	)
Interest income		79			418			27,619
Foreign currency transaction loss		-			-			(5	)
Interest expense		-			-			(174	)
Total other income (expenses)		619			418			80,925
Net loss	$	(36,550	)	$	(46,462	)	$	(918,811	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		-			873			1,558
Unrealized losses on securities		(61	)		(80,221	)		(25,877	)
Other comprehensive loss		(61	)		(79,348	)		(24,319	)
Comprehensive loss	$	(36,611	)	$	(125,810	)	$	(943,130	)
Basic loss per share		(0.00	)		(0.00	)
Weighted average number of shares outstanding	$	14,100,000		$	14,100,000

The accompanying notes are an integral part of these statements.

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Game Plan Holdings, Inc

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							From inception
	Three Months			Three Months			(March 25, 1999)
	Ended			Ended			through
	March 31,			March 31,			March 31,
	2011			2010			2011
Operating Activities							(restated)
Net loss		(36,550	)		(46,462	)	$	(918,811	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,144			2,119			25,656
Gain on sale of marketable securities		-			-			(61,718	)
Loss on impairment of marketable securities		-			-			8,924
Stock based compensation		-			-			305,940
Changes in operating assets and liabilities
Increase in other assets		-			-			(2,300	)
Increase (decrease) in accounts payable		(2,884	)		(77	)		708
Decrease in prepaid expenses		-			500			-
Decrease increase in related party receivable		4,255			-			2,450
Net cash used in operating activities		(34,035	)		(43,920	)		(639,151	)
Investing activities
Change in other investments		-			-			(2,450	)
(Purchases) redemptions of certificates of deposit		-			(409	)		-
Purchases of securities		1			(7,500	)		(197,140	)
Sales of securities		-			-			221,874
Purchase of intangible assets		(4,000	)		-			(32,185	)
Purchase of fixed assets		-			-			(14,797	)
Net cash used in investing activities		(3,999	)		(7,909	)		(24,698	)
Financing activities
Due to related party		564			(3,603	)		1,728
Proceeds from sale of common stock		-			-			823,673
Cash provided by (used in) financing activities		564			(3,603	)		825,401
(Decrease) increase in cash		(37,470	)		(55,432	)		161,552
Effect of foreign currency translation adjustment		-			-			408
Cash, beginning of period		199,430			142,534			-
Cash, end of period	$	161,960		$	87,102		$	161,960
Supplemental information:
Interest paid	$	-		$	-		$	139
Income taxes paid	$	-		$	-		$	-

The accompanying notes are an integral part of these statements.

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Game Plan Holdings, Inc

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOTE 1.                      ORGANIZATION AND BUSINESS OF COMPANY

The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-K of Game Plan Holdings, Inc. (the “Company”), a Nevada corporation, for the year ended December 31, 2010. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited financial statements are not necessarily indicative of expected results for the full year.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements through Accounting Standards Updates (“ASU 2011-03) and believes that none of them will have a material effect on the Company’s financial position, results of operations or cash flows.

NOTE 2.                      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 $918,811 for the period from inception (March 25, 1999) to March 31, 2011. 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 3.                      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 did record 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 (loss) on sale of marketable securities” on the statements of operations are $0 and $0 realized gains for the three months ended March 31, 2011 and 2010, respectively.  The Company did not sell any marketable securities during the three months ended March 31, 2011 and 2010.  The Company recorded $(61) and $ (80,221) of other comprehensive income (loss) associated with unrealized (losses) net of tax effect, on these investments during the three months ended March 31, 2011 and 2010, respectively.

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The following is a summary of available-for-sale marketable securities as of March 31, 2011 and December 31, 2010:

	March 31, 2011
	Cost		Unrealized Gain		Unrealized (Losses)			Market or Fair Value
Equity securities	$	29,210	$	-	$	(25,877	)	$	3,333
Total	$	29,210	$	-	$	(25,877	)	$	3,333

	December 31, 2010
	Cost		Unrealized Gain		Unrealized (Losses)			Market or Fair Value
Equity securities	$	29,210	$	-	$	(25,815	)	$	3,395
Total	$	29,210	$	-	$	(25,815	)	$	3,395

The following is a summary of the net unrealized gains and losses as presented in Other Comprehensive Income as of March 31, 2011 and 2010:

	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	)

	March 31, 2010
			Unrealized		Unrealized			Other
	Unrealized		(Losses)		(Losses)			Comprehensive
Description	Gains		Short Term		Long Term			Income (Loss)
Equity Securities	$	8,312	$	-	$	(88,533	)	$	(80,221	)
Total	$	8,312	$	-	$	(88,533	)	$	(80,221	)

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 shall be excluded from earnings and reported in other comprehensive income until realized.

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NOTE 4.                      PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	March 31, 2011			December 31, 2010
Computers	$	10,876		$	10,876
Furniture & Fixtures		3,472			3,472
Software		449			449
Accumulated Depreciation		(8,211	)		(7,552	)
Property and Equipment, net	$	6,586		$	7,245

Depreciation expense was $659 for the three months ending March 31, 2011 and $2,721 for the twelve months ending December 31, 2010.

NOTE 5.                      INCOME TAXES

The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes.  FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes.  Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.  In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset.  Accordingly, a valuation allowance equal to the deferred tax asset has been recorded.  The total deferred tax asset is $ 211,337 which is calculated by multiplying a 35% estimated tax rate by the cumulative NOL of $603,821.  The total valuation allowance is a comparable $211,337.  Details for the last two periods follow:

For the period March 31, 2011 and December 31 2010	3/31/11			12/31/10
Deferred Tax Asset	$	211,337		$	198,545
Valuation Allowance		(211,337	)		(198,545	)
Current Taxes Payable		-			-
Income Tax Expense	$	-		$	-

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.

Year	Amount		Expiration
2010		165,563		2030
2009		162,743		2029
2008		162,631		2028
2007		76,334		2027

The Company has filed its first income tax return for the year ended December 31, 2007.
 

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NOTE 6.                      FAIR VALUE OF FINANCIAL INSTRUMENTS

Accounting standards define fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measure date.  These standards also establish a valuation hierarchy for inputs in measuring fair value that maximizes the use of observable inputs (inputs market participants would base market data obtained from sources independent of the Company) and minimizes the use of unobservable inputs (inputs that reflect the Company’s assumptions based upon the best information available in the circumstances) by requiring that the most observable inputs be used when available.  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.  Level 2 inputs are quoted prices for similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the liabilities.  Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The fair value of the Company’s assets as of as of March 31, 2011 and December 31, 2010:

	Fair Value Measurements as of March 31, 2011 Using:
	Total Carrying Value as of		Quoted Market Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	3/31/11		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	3,333	$	3,333	$	-	$	-
Total	$	3,333	$	3,333	$	-	$	-

	Fair Value Measurements as of December 31, 2010 Using:
	Total Carrying Value as of		Quoted Market Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	12/31/10		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	3,395	$	3,395	$	-	$	-
Total	$	3,395	$	3,395	$	-	$	-

NOTE 7.                      RELATED PARTY TRANSACTIONS

At March 31, 2011, the Company owed a shareholder/director $1,728 for reimbursement of company expenses paid for by the shareholder/director on behalf of the Company.

At December 31, 2010, the Company had a related party receivable of $4,255 for a loan to a relative of one of the shareholders.

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.                      OPERATING LEASES

The company has a lease for its office rent.  The payment is $2,300 per month through March 30, 2011. A new lease begins on April 1, 2011 and ends on March 31, 2012.  The payment is $2,000 per month for the new lease term.  Rent expense for both periods ending March 31, 2011 and 2010 was $6,900.

The future lease obligations for the Company are:

2011	$	18,000
2012	$	6,000
	$	24,000

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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 consolidated 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 includes 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, 2010.

Organizational History

On March 25, 1999, the Company was incorporated. On December 2, 2002, the Company 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 each in consideration of their initial capital.   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. This offering 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, the Company increased its number of authorized common stock to 100,000,000 shares of common stock, $.001 par value.  The Company also authorized and implemented a one hundred and ten for one forward split of its common stock.

On December 31, 2007, the Company and its shareholders 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 was 8,000,000 shares of common stock in the name of Christina Mabanta-Hazzard, 2,148,000 shares of common stock in the name of Charles Hazzard, 332,000 shares in the names of the various Shareholders of the Company and 3,070,000 shares in the names of the Game Plan Canada Shareholders.

During 2008 the Company 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 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.

Operational History

The Company owns and operates two internet web sites, Hazzsports.com and Totalscout.com (the “Company”), owns and operates two internet sites. 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. 

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

Plan of Operations

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

Off Balance Sheet Arrangements

As of March 31, 2011, there were no off balance sheet arrangements.

Results of Operations for the Quarter Ended March 31, 2011

Our revenues from March 25, 1999 (year of inception) to March 31, 2011 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 of $37,169 for the quarter ended March 31, 2011, as compared to $46,880 for the quarter ended March 31, 2010 (a decrease of 9,711).  Such decrease can be attributed to a decrease in general and administrative expenses and officers wages.

These operating expenses consisted of general and administrative expenses in the amount of $20,028 (2010: $28,202), computer and website expenses in the amount of $7,141 (2010: $6,678) and officer wages in the amount of $10,000 (2010: $12,000).  We anticipate our operating expenses will increase as we undertake our plan of operations.  We also anticipate that our ongoing operating expenses will increase now that we are a reporting company under the Securities Exchange Act of 1934.

Our net loss for the quarter ended March 31, 2011 was approximately $36,550 compared to our net income loss of $46,462 for the quarter ended March 31, 2011.  During the quarters ended March 31, 2011 and 2010 we generated no revenue.

The weighted average number of shares outstanding was 14,100,000 at March 31, 2011 and March 31, 2010 respectively.

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Liquidity and Capital Resources

As of March 31, 2011 we had cash of $161,960, as compared to $199,430 as of December 31, 2010.  As of March 31, 2011 we had working capital of $162,857, as compared to $202,324 as of December 31, 2010.

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, 2010 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 and that a similar amount of increased public company expenditures will be incurred for the calendar year 2011.

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, 2011, the Company’s disclosure controls and procedures were  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.

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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:

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

2. 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

3. 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 the Annual Report on Form 10-K for Year Ended December 31, 2010

To remediate the material weaknesses identified in our Report filed on Form 10-K for the year ended December 31, 2010, we have taken the following additional steps subsequent to December 31, 2010,

1. 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.

2. 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.

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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, the Company is not required to provide the information required by this item.

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

For the quarter ended March 31, 2011, there have been no sales of unregistered equity securities.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Number	Exhibit
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

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 16, 2011	By:	/s/ Chuck Hazzard
		Chuck Hazzard, Chief Executive Officer and President
Date:  May 16, 2011	By:	/s/ Christina Mabanta-Hazzard
		Christina Mabanta-Hazzard, Chief Financial and Accounting Officer

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