U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2010~~2011

Commission file number: ~~333~~000-~~164651~~54415

GAME FACE GAMING, INC.

(Exact name of registrant as specified in its charter)

Florida		27-1551007
(State of incorporation)		(I.R.S. Employer Identification No.)

20 East Sunrise Highway Suite 202, Valley Stream, NYNew York 11581

(Address of principal executive offices)

(516) 303- 8100

(Registrant’s telephone number, including area code)

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

None

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

Common Stock, $0.0001 par value

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

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. ox

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in 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 Rule 12b-2 of the Act). Yes o No x

~~State~~There ~~the~~was ~~aggregate~~no market value of the ~~voting and non-voting~~ common equity ~~held~~as byof ~~non-affiliates~~June ~~computed by reference to the price at which the common equity was last sold~~30, ~~or the average bid and asked price of such common equity~~2011, ~~as of~~ the last business day of the registrant’s most recently ~~computed~~complete second fiscal quarter. ~~As of June 30, 2010 there was no public bid or ask price for the shares of the issuer.~~

~~The~~As ~~number~~ of March 14, 2012, 57,175,000 shares of the issuer’s common stock were issued and outstanding ~~as of March 23, 2011 was 50,600,000 shares~~.

Documents Incorporated By Reference: None

TABLE OF CONTENTS

		~~Page~~	Page
PART I
Item 1	Business	1		3
Item 1A	Risk Factors	7		8
Item IB	Unresolved Staff Comments	7		8
Item 2	Properties	7		8
Item 3	Legal Proceedings	7		8
Item 4	~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures	7
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7		9
Item 6	Selected Financial Data	8		10
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations	9		10
Item 7A	Quantitative and Qualitative Disclosures About Market Risk.	10		12
Item 8	Financial Statements.	F-		F-1
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	11		13
Item 9A	Controls and Procedures	11		13
Item 9B	Other Information	12		14
PART III
Item 10	Directors, Executive Officers and Corporate Governance	13		15
Item 11	Executive Compensation	14		17
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15		18
Item 13	Certain Relationships and Related Transactions, and Director Independence	16		19
Item 14	Principal Accountant Fees and Services	17		20
PART IV
Item 15	Exhibits, and Financial Statement Schedules	18		21
SIGNATURES		19		24

PART I

Item 1. Business.

As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Registrant,” “we,” “our” or “us” refer to Game Face Gaming, Inc., unless the context otherwise indicates.

Forward-Looking Statements

This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources”. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Corporate Background

Game Face Gaming, Inc., a Florida corporation (the “Company”) was incorporated on December 24, 2009 under the name Intake Communications, Inc. From inception up until February 10, 2011, the Company intended to provide software to companies to help them market and sell their music and entertainment content to consumers. While the Company had identified product requirements, product development had not started and the Company had not commenced business operations other than organizational, start-up, capital formation activities, filing its registration statement and meeting its obligations as an SEC reporting company.

On January 6, 2011, the Board of Directors and majority shareholder of the Company approved an amendment to the Company’s Articles of Incorporation (the “Amendment”) to (i) affect a 13 for 1 forward stock split of the Company’s issued and outstanding common stock in the form of a dividend, and (i) change the Company’s name from Intake Communications, Inc. to Game Face Gaming, Inc. The Amendment was filed on January 7, 2011 with the Secretary of State of the State of Florida and became effective as at the close of business on January 25, 2011. The forward stock split was distributed to all shareholders of record on January 24, 2011. No cash was paid or distributed as a result of the forward stock split and no fractional shares were issued. All fractional shares which would have otherwise bebeen required to be issued as a result of the stock split were be rounded up to the nearest whole share.

On February 10, 2011, Ron Warren, the principal shareholder and sole officer and director of the Company, entered into a Stock Purchase Agreement which provided for the sale of his 11,333,333 shares of common stock of the Company (the “Control Shares”) to Punim Chadoshos, LLC, a New York limited liability corporation (the “Buyer”). The consideration paid for the Control Shares, which at the time of such sale represented 40.57% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $50,000. The Buyer, which is owned by a trust, used funds which it borrowed to purchase the Shares.

Simultaneous with such purchase and sale by the Buyer, Mr. Warren resigned from all his positions with the Company and Felix Elinson and Irving Bader were appointed to the Board of Directors of the Company, and Mr. Elinson was appointed President and Mr. Bader the Secretary. In addition, Mr. Warren canceled 104,666,667 shares of the Company previously owned by him and no longer owns any shares in the Company.3

~~-1-~~Simultaneously with such purchase and sale by the Buyer, Mr. Warren resigned from all his positions with the Company and Felix Elinson and Irving Bader were appointed to the Board of Directors of the Company, and Mr. Elinson was appointed President and Mr. Bader the Secretary. In addition, Mr. Warren canceled 104,666,667 shares of the Company previously owned by him and no longer owns any shares in the Company.

On February 22, 2011, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Lemberg Consulting, Inc., a New York corporation (the "Seller”) pursuant to which the Company acquired certain assets of the Seller in consideration for the issuance of 22,666,667 shares of its common stock. The assets purchased consist of a provisional patent and other intellectual property related to operating multi-platform, multiplayer non-wagering, non-games of chance, such as chess, poker, and backgammon. As a result of the transaction, the Company now owns the domain name www.FaceUpGaming.com.

The Asset Purchase Agreement contained customary representations and warranties from each of the Company and the Seller. The Company did not assume any liabilities in connection with the acquisition, other than the contractual payments due to Icreon Communications Ltd., a company located in India which provides development outsourcing as well as other platform related enhancement and support work. Icreon is to be paid as follows - (i) $25,000 when the platform completes Alpha testing; (ii) $27,500 after beta; and (iii) the remaining $27,500 after user acceptance testing. Icreon pursuant to the terms of this agreement has been paid in full. During the year ended December 31, 2011, the Company paid Icreon an additional $3,892 for other work performed.

In connection with the asset acquisition ~~of the assets from the Seller,~~ on February 22, 2011, ~~the Company entered into an Employment Agreement with Felix Elinson, pursuant to which~~ Mr. Elinson became ~~employed as~~ our ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer. As chief executive officer, Mr. Elinson is responsible for developing our business strategies, policies and operations, as well as such duties consistent with his position as the principal executive offer of the Company. In consideration for his services, Mr. Elinson will be compensated with a monthly salary of $7,200 to be paid bi-monthly on the first and fifteenth business day of each month. Commencing upon the earlier to occur of the consummation of an equity financing of $1,000,000 or the first full month in which we have 15,000 paying subscribers, his compensation shall increase to $12,000 per month. Mr. Elinson has agreed not to compete with the Company during the term of his employment and for a period of one and a half years thereafter. Mr. Elinson also agreed not to disclose confidential information. Although the agreement is on a month to month basis, we may terminate Mr. Elinson for cause at any time immediately upon written notice and should he be terminated, he is entitled to compensation accrued through the date of termination.

On ~~February~~March 221, 2011, the Company entered into a ~~Consulting~~Poker License Agreement with ~~Lemberg~~Atlas ~~Consulting~~Software USA Inc., ~~for~~a ~~the~~New ~~services~~Jersey ofcorporation ~~Alex~~(“Atlas”) ~~Lemberg,~~ pursuant to which ~~Mr.~~the ~~Lemberg~~Company ~~will~~granted ~~serve~~Atlas onthe aright ~~month~~ to ~~month~~install ~~basis as a consultant to us~~ and ~~provide~~use ~~technological~~Game ~~and~~Face ~~technical~~Gaming ~~services, including~~ software ~~data~~program ~~and~~for ~~code~~its ~~creation~~own website and ~~edits,~~business. ~~template~~The ~~creation~~Company ~~and~~retained ~~edits,~~all ~~software language modification~~right, ~~creation,~~title ~~implementation~~ and ~~changes~~interest to ~~software~~its ~~architecture and backbone relating to search engine and all other services relating to our technological and marketing operations~~software. In consideration for ~~his~~the ~~services~~license, ~~the~~Atlas ~~consultant~~paid ~~will~~the beCompany ~~compensated with a monthly salary of~~ $655,000, toand bewill ~~paid~~pay ~~bi-monthly on~~ the ~~first~~Company ~~and~~(i) ~~fifteenth~~$27,500 ~~business~~upon ~~day~~acceptance of ~~each~~all ~~month. Commencing~~design ~~upon~~work, ~~the~~customization ~~earlier~~and tothe ~~occur~~initiation of ~~the~~alpha ~~consummation~~testing ofthat anwill ~~equity~~support ~~financing~~a minimum of $1,000~~,000~~ orusers; ~~the~~and ~~first~~(ii) ~~full month in which we have 15,000 paying subscribers, the compensation shall increase to~~ $1027,~~000~~500 ~~per~~upon ~~month.~~resolution ~~Mr.~~of ~~Lemberg~~issues ~~has~~derived ~~agreed not to compete with the Company~~ during the ~~term~~alpha oftesting ~~his consultancy~~ and ~~for~~the acompletion ~~period~~ of ~~one and~~ a ~~half~~beta ~~years thereafter~~test. ~~Mr.~~It ~~Lemberg~~was ~~has~~anticipated ~~also~~that ~~agreed~~the ~~not~~alpha totesting ~~disclose~~will ~~confidential~~be ~~information~~completed ~~and~~by ~~that~~April ~~the~~15th ~~execution of the agreement~~ and the ~~performance~~completion of ~~his duties to~~ the ~~Company~~beta doby ~~not~~June ~~violate~~15th orIf ~~breach~~payment ~~any~~is ~~employment,~~not ~~consulting,~~made orin ~~other~~accordance ~~agreement~~with ~~nor~~the ~~breach~~terms of ~~non-competition~~the orAgreement, ~~similar~~the ~~agreements.~~Company Wehas ~~may~~the ~~terminate~~right ~~the~~to ~~consultant~~impose ~~for~~a ~~cause~~1% atpenalty ~~any~~per ~~time~~month ~~immediately~~on ~~upon~~any ~~written~~overdue ~~notice~~amount, and ~~should~~if henot bepaid ~~terminated,~~following he30 isdays ~~entitled~~notice, tothe ~~compensation~~Company ~~accrued~~may ~~through~~cancel the ~~date of termination~~Agreement.

OnThis ~~February 22, 2011, we entered into a Consulting~~ Agreement ~~with Yitz Grossman pursuant to which he~~ was ~~retained~~modified as aof ~~consultant~~April to15, ~~advise~~2011 ~~us on corporate development and introduce the Company~~ to ~~some~~extend ~~of his contacts which may have an interest in investing in~~ the ~~Company. The~~payments ~~term~~due ofby ~~his~~Atlas ~~agreement~~so isthat ~~for a period of 3 years and shall automatically be extended for an additional 3 years should we raise at least~~ $327,~~000,000~~500 ~~gross~~is ~~capital.~~due We60 ~~agreed~~days toafter ~~compensate Mr. Grossman with~~ the ~~monthly~~completion ~~sum~~ of ~~$10,000~~beta totesting beand ~~paid bi-monthly on~~ the ~~first~~code ~~and~~moved ~~fifteenth~~to ~~business~~production ~~day~~servers of ~~each~~an ~~month,~~online ~~said~~poker ~~payments~~room tomembership ~~commence~~model ~~upon~~and the ~~earlier~~final ofpayment in the ~~consummation~~amount of ~~an equity financing of~~ $227,~~000,000~~500 orwill ~~the~~be ~~first~~due ~~full~~60 ~~month~~days ~~in which we have 15,000 paying subscribers~~later. ~~Mr.~~ ~~Grossman~~The ~~has~~Company also ~~agreed not to compete with the Company during the term of his consultancy and for a period of one and a half years thereafter. Mr. Grossman~~ has ~~also agreed to not to disclosed confidential information. We have~~ the right to ~~terminate~~provide ~~him~~Atlas ~~for~~with ~~cause~~a atredesigned ~~any~~membership ~~time~~model ~~immediately~~platform ~~upon~~as ~~written~~compared ~~notice and should he be terminated, he is entitled~~ to ~~compensation~~a ~~accrued~~rake ~~through~~model ~~the~~by ~~date~~April ~~of termination~~2013.

-2-

On March 4, 2011, the Company, entered into a Convertible Note Purchase Agreement with three accredited investors for the sale of Convertible Promissory Notes (the “Note”) in the aggregate principal amount of $175,000. The Notes bear interest at the rate of 8% per annum and can be prepaid by the Company without penalty upon 5 days advance notice to the holder. The Notes mature on the earlier of 8 months from issuance or upon the closing of any offering from which the Company shall have raised the gross amount of $2,000,000. The holder can request that the Company pay interest in shares of common stock (at the same conversion rate described below). All principal and accrued interest on the Note is convertible into shares of our common stock at the election of the investor at any time 60 days after issuance at a conversion price equal to the greater of $0.25 per share or a 50% discount to the average of the 10 closing bid prices of the common stock during the 10 trading day period ending 5 days prior to conversion. The number of shares issuable upon conversion shall be proportionally adjusted to reflect any stock dividend, split or similar events. The Notes contain default events which, if triggered and not cured within 10 days of notice, will result in a default interest rate of 1.5% per month.

The Company intends to offer up to $300,000 of such Notes under Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated by the Securities and Exchange Commission.

On March 1, 2011, the Company entered into a Poker License Agreement with Atlas Software USA Inc., a New Jersey corporation pursuant to which the Company granted Atlas the right to install and use Game Face Gaming software program for its own website and business. The Company retained all right, title and interest to its software. In consideration for the license, Atlas paid the Company $55,000, and will pay the Company (i) $27,500 upon acceptance of all design work, customization and the initiation of alpha testing that will support a minimum of 1,000 users; and (ii) $27,500 upon resolution of issues derived during the alpha testing and the completion of a beta test. It is anticipated that the alpha testing will be completed by April 15th and the completion of the beta by June 15th. If payment is not made in accordance with the terms of the agreement, the Company has the right to impose a 1% penalty per month on any overdue amount, and if not paid following 30 days notice, the Company may cancel the agreement.

On March 3, 2011, the Company entered into a similar license agreement with Prodigious Capital Group LLC on the same terms and conditions as the agreement with Atlas, other than the payment of $50,000 to the Company upon execution and delivery of the agreement and $25,000 due and payable upon acceptance of all design work, customization and the initiation of alpha testing that will support a minimum of 1,000 users which is expected July 1st; and (ii) $25,000 upon resolution of issues derived during the alpha testing and the completion of a beta test, which is expected September 1st. This license is limited to the "Texas Hold-em" version of the software of the Company and no other games or poker variations.

This Agreement was modified as of April 15, 2011 to extend the payments due by Prodigious so that $27,500 will become immediately due 60 days after the completion of beta testing and the code moved to production server/s. A final payment in the amount of $27,500 will be due 60 days later. The Company also has the right to provide Atlas with a redesigned membership model platform as compared to a rake model by April 2013.

Business Overview

Since the change of control and the consummation of the transactions contemplated by the Asset Purchase Agreement, ~~the~~we ~~Company~~are is now in the business of operating a ~~non-wagering,~~reality ~~non-games~~gaming ~~of chance (such as chess, poker, and backgammon), multi-platform, multiplayer and~~ social ~~software company~~network. We ~~The~~plan ~~Company seeks~~ to ~~develop,~~offer ~~market and operate~~ a non wagering internet gaming website by incorporating proprietary technologies that will provide players with streaming video, audio and messaging capabilities. We believe that these enhancements will dramatically enhance the players’ online gaming experiences. These games include poker, chess, backgammon and others. Management is not aware of any online games sites which offer players the ability to see one another and speak live during game play.

We are committed to responsible game-play and are not a gambling site - we want to encourage people to play competitively to win prizes without requiring them to risk losing money. The only cost to players will be a monthly membership fee. Because we do not offer gambling, players cannot lose money, but still provide an exciting and entertaining experience. It is our belief that this is legal for U.S. residents because our members pay a monthly fee to play the games we will offer. It is contemplated that our members will pay us a monthly fee, which gives them a certain amount of points. These points are then used to enter tournaments and/or play games on the site. Each game will have its own entry fee in terms of points. Additional points are not purchased; instead they are won based on a member's standing in various tournaments played on our site.

-3-

There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain such amount of funds through bank loans, lines of credit or any other sources. Since we have no other such arrangements or plans currently in effect, our inability to raise funds for the above purposes will have a severe negative impact on our ability to remain a viable company.

Our Technology

We currently own provisional patent application number 61/423,751, titled "reality gaming social network", integrating the activity of playing games with the ability to interact with real users in real-time. We expect to update the provisional patent as we add games to our platform.

Our software is designed in ASP.Net 2 and Flash, and the database is built in MS SQL and Flash Media Server. Utilizing this approach, we hope to provide video streaming and voice quality capabilities to more than 1 million players at one time. Because our infrastructure exists on cloud based technology, our platform enables rapid and immediate response to higher demand.

Cloud computing is by far the most economical way to scale up capacity, because as the need presents itself all we need to do is open up a new server and access the required server. This method not only enables us to determine the exact configuration and bandwidth which we need to use, but then we only have to pay for what we need and use.

We are currently using cloud computing provided by Rackspace.com on a monthly basis. Rackspace offers data centers which simultaneously handle the resource requests from multiple clients. With everything in the data centers, we do not need to have our own information technology setup related directly to the constant upkeep of servers. We currently pay $700 per month for this service. Our gaming systems have been designed to meet the most demanding security standards. We use the same technology currently employed by Amazon and Dell to secure their e-commerce sites' client information. All sensitive data will be securely transmitted and stored in encrypted databases with Rackspace.com.

We also believe that the use of ASP.Net in the front-end makes our system fully secure and encrypted from hackers because the software is running from the server instead of being downloaded to a player’s computer. This design makes the system more secure and provides less chances of the system slowing down and/or crashing.

Products

Our first game offering will be poker. Poker was selected as the Company’s inaugural game product because our platform and technology (live, interactive video and chat) will enable players to see and speak to each other in real-time. Our technology will allow play not merely based on the cards being held in hand but also using the skill required to see and read the opponent’s face; the proverbial ‘poker face’.

We hope to offer people the opportunity to participate in tournaments, which are the ultimate poker players' thrill. A tournament is a poker game in which each player starts with an equal amount of chips. All of the players in the tournament continue to play until one player has amassed all of the chips. Each tournament has a buy-in as well as a fee. The buy-in is put into the prize pool; the fee is kept by the Company. The size of the prize pool depends on the number of people playing in the tournament and is paid out in its entirety to the winner.

To start the tournament, each player is dealt a card. The player with the highest card starts the game as the dealer. Each player's goal is to amass as many chips as possible. Players who lose all of their chips are out of the tournament. As the tournament continues, more and more players are eliminated until only the tournament winner remains.

Members will be given a tournament rating that is a measure of how successful they are in our tournaments. The tournament rating is a score that is based on a player’s multi-table tournament performance and is constantly changing as the player plays more multi-table tournaments. Tournament ratings allow a player to see how he is doing and track his progress as he becomes a better player. We also hope to run special tournaments in which a player can play against players with similar tournament ratings. This will allow players the opportunity to play against other players of similar skill level.

The numerical value of a player’s tournament rating is determined by a complex formula that takes into account primarily where the player is placed in a given multi table tournament and how many total people were in the tournament. The player’s tournament rating then determines his color level, which starts at the Red level and progress to Green and finally to Black -4- the highest color level. The more multi table tournaments he plays, the size of the tournaments and how he places in these tournaments will determine whether the player’s score and color level move up or down. In general, the better the player’s performance, the higher his numerical tournament rating score.

The numerical value of a player’s tournament rating is determined by a complex formula that takes into account primarily where the player is placed in a given multi table tournament and how many total people were in the tournament. The player’s tournament rating then determines his color level, which starts at the Red level and progress to Green and finally to Black -- the highest color level. The more multi table tournaments he plays, the size of the tournaments and how he place in these tournaments will determine whether the player’s score and color level move up or down. In general, the better the player’s performance, the higher his numerical tournament rating score.

The Company hopes to offer other types of tournaments, including:

Shootouts: A shootout is a special kind of multi-table tournament. Traditionally, when a player plays in a multi-table tournament, players are moved from table to table to balance the number of players at each table. Eventually, the fortunate last nine players end up at the "final table". In a shootout, no such table balancing is done. A player remains at his original table until only one player is left standing. If he wins at that table, he advances to another table and repeats the process against other players who have each won at previous respective tables.

Double Shootout: In a Double Shootout, a player needs to win two tables to win the event, although often there is some money for everybody who makes the second table. Each starting table is played to its conclusion; the final table is formed of the winners of the first round matches.

Triple Shootout: In a Triple Shootout, a player must win three tables to win the entire event (again, there may well be some prize money distributed along the way). For example, assuming a standard (9 players per table) triple shootout is full, 729 players will be placed, 9 per table, at 81 tables within the tournament. Each table will play until there is one player remaining with all of the chips from that table. The 81 players remaining will then be moved to 9 tables for Round 2. As in Round 1, each table will play until one player has all of the chips from that table. Finally, the 9 remaining players will advance to the final table, where the champion of the tournament will be determined.

~~Note~~This ~~that this whole~~ process could be extended to quadruple shootouts and on up. Also, the tables don't necessarily have to start at nine players each. For instance, it is possible to run a triple shootout with four-player tables (a total of 64 players in each event).

Satellite: A satellite is a tournament in which the prize is an entry into a larger tournament. It can be less expensive to enter a satellite than it would be to enter the main tournament directly. Multi-table satellites are scheduled as regular tournaments, and the sign-up details and play are identical.

Freerolls: A a "freeroll" is another type of tournament in which entry is completely free. There is no buy-in and no entry fee, but there are cash prizes available to win. We hope to hold many of these events on a daily basis.

Sit & Go: A "Sit & Go" is a tournament that is not regularly scheduled; it simply begins when all the seats are filled. We hope to offer several kinds of Sit & Go tournaments, including single table, multi table, and heads up events.

We ~~intend~~hope to quickly expand the network beyond poker to include global staples in gaming such as backgammon, chess and checkers.

Market

Management has exhaustively studied the state of multi-platform, multiplayer non-wagering, non-games. We feel that the gaming industry presents an ever increasing market and excellent opportunities for growth. The Company ~~intends~~hopes to market the first online gaming product which will deliver video, audio and texting functionality along with the ability to allow users to create their own private tables and host their own private tournaments.

-5-

It is hoped that our proprietary technology will allow for interactive, face-to-face competition, which we believe is the only medium which allows for the true test of a poker player's skill. Without the possibility of being able to see and affect your opponent psychologically, the game might as well not be played.

Our Strategy

Management believes that the Company will be able to generate revenues from the following sources: (1) monthly membership fees; (2) advertisements; (3) tournament plays; (4) social network community; and (5) e-Commerce.

Monthly Membership Fees

Players on our game site will be grouped into two communities, paying members and ~~non~~ free-members. Membership packages will consist of monthly payments, the price being dependent on the package the person selects. Our ~~non~~free--member community will accumulate “Fun Points”, while players in our paying member community will accumulate ~~prize~~play ~~points~~chips leading to ~~large cash~~ prizes and ~~prize~~other ~~rewards~~giveaways.

A player in our ~~non-member~~freemember community will need to accumulate points in order to have chance to play for ~~small cash~~smaller ~~and merchandise~~ prizes. The player would be able to do this by winning these points playing in tournaments with other players or private tables. The tournaments will have various jackpots depending on ~~the~~qualifiers ~~size~~and ~~of the entry fee based on the point system. For example a tournament that had an entry fee of 5~~ points ~~would~~needed ~~let~~to aenter ~~player~~any ~~potentially~~particular ~~win a 25 point jackpot~~tournament.

Our paying member community will be able to win play ~~for~~chips ~~prize points~~ enabling them toentry ~~win~~into ~~big~~tournaments ~~cash~~with bigger prizes and giveaways. For a monthly fee, players will receive the Company’s monthly newsletter written by gaming professionals and will be given the opportunity to access:

	Entry into cash tournaments with over $150,000 in monthly prizes;
	A proprietary tournament rating based on actual play;

·	Entry into tournaments with monthly prizes;
·	A proprietary tournament rating leader board based on actual play;
·	Live chats customer service; Ability to create private tables:

~~~~· ~~Live~~No ~~chats~~ads, ~~customer~~no ~~service;~~interruptions ~~~~game ~~Live~~play: ~~phone~~and ~~support~~Access ~~Mondays~~into ~~through~~our ~~Fridays;~~structured proprietary league structured tournaments.

~~~~We ~~Exclusive~~plan ~~player's~~to ~~club~~attract ~~newsletters;~~members ~~and~~to ~~~~sign Noup ~~ads,~~utilizing different noincentive ~~interruptions~~and ~~game~~marketing ~~play~~programs.

~~We plan to attract members with different incentive programs to sign up. For example, offering a free webcam to the first 1,000 users, Free Rolls and prize giveaways.~~7

Advertisement – We anticipate developing a strong following in the “Play for Fun” portion of the website in the early days following our beta testing. We hope this provides us with an opportunity to generate advertisement dollars.

Tournament Plays – This component of the online gaming industry is by far one of the most popular and lucrative venues. ~~The~~We believe that the launch of “Tournament Play” will drastically increase the number of user’s who register on a monthly basis. We also hope that this will lead to even greater advertisement revenues.

Social Network Community – Up until now the social aspect of online poker has been relatively small when compared to other niche based communities. The existing format of online poker forces players to play as many hands as possible without any interaction among the players since players are unable to speak or directly view their opponents, there is no reasonable opportunity for them to interact with each other than on the hands played.

With the advent of our technology players will be able to see, communicate, and otherwise interact with other players in our online community. Our technology provides a new dimension of interaction which we hope will lead towards the development of social groups. We believe that this concept will help make us the most diverse and popular online poker social networks which we hope will lead to a larger player base, as compared to a standalone poker room, ultimately leading to greater revenues.

e-Commerce – In the natural course of development, we hope that merchants will find the online social community fertile ground to offer gambling related products and services. We will provide our e-commerce partners with the ability to market and sell their products directly through payment processing software. We will take a small percentage from each transaction we process adding to our list of revenue streams.

-6-

Employees

The Company has only one full-time employee as well as its officers and directors and a consultant, who will devote as much time as the Board of Directors ~~determine~~ determines is necessary to carry out the affairs of the Company.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this Item 1A.

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

The ~~company~~Company does not own any real estate or other properties. The ~~company~~Company's office is located at 20 East Sunrise Highway, Suite 202, Valley Stream, NYNew York 11581., ~~The~~in ~~business~~ office isspace ~~located~~provided atby ~~the~~Yitz ~~office~~Grossman, ofa ~~one~~consultant of ~~our~~the ~~consultants~~Company, at no charge. It is currently sufficient for our operations.

Item 3. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 4. ~~Removed~~Mine ~~and~~Safety ~~Reserved~~Disclosures.

Not applicable

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is ~~eligible~~quoted ~~to be traded under the Symbol “IKCC”~~ on the OTC Bulletin Board (“OTCBB”), ~~which~~under ~~is sponsored by~~ the ~~FINRA~~symbol “IKCC”. ~~The~~Trading ~~OTCBB is a network~~ of ~~security~~our ~~dealers~~common ~~who~~stock ~~buy~~commenced ~~and~~on ~~sell~~August ~~stock~~2,2011. ~~The~~Prior ~~dealers~~to ~~are connected by a computer network~~ that ~~provides~~date, ~~information~~there onwas ~~current~~no ~~“bids”~~market ~~and~~for ~~“asks,”~~our ascommon ~~well as volume information~~stock. The ~~corporate~~following ~~action~~table ofsets ~~changing~~forth ~~our~~the ~~name~~high toand ~~Game~~low ~~Face~~sales ~~Gaming,~~prices ~~Inc.~~as ~~has~~reported ~~not~~on ~~resulted~~the ~~in a symbol change~~OTCBB. ~~There~~The ~~has~~quotations ~~been~~reflect nointer-dealer ~~active~~prices, ~~trading~~without inretail ~~the~~mark-up, ~~Company’s~~mark-down ~~securities~~or commission, and ~~there~~may ~~has~~not ~~been~~represent noactual ~~bid or ask prices quoted~~transactions.

As described above, on January 25, 2011 we effectuated a 13 for 1 forward stock split. All figures in this Annual Report regarding the number of shares issued and outstanding reflect such stock split.

FISCAL YEAR 2011	HIGH		LOW

Third Quarter	$	0.50	$	0.10
Fourth Quarter	$	0.43	$	0.06

The last reported sales price of our common stock on the OTCBB on March 13, 2012, was $0.1480.

Holders

As of March 2114, ~~2011~~2012, there were ~~50,600,000~~47holders ~~common~~of ~~shares~~record ~~issued~~of ~~and~~our ~~outstanding,~~common ~~which were held by 45 stockholders of record.~~stock

Dividends

We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Equity Compensation Plans

We do not have any equity compensation plans.

-7-

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

~~The~~On ~~Company~~February is27, ~~authorized~~2012, tothe ~~issue~~Company upissued ~~to 250~~1,000,000 shares of its common stock ~~with~~to aCorporate ~~par~~Debt ~~value of $0.0001. On December 24~~Consultants, ~~2009~~LLC, wea ~~issued~~New ~~117,000,000~~York ~~common~~limited ~~shares~~liability tocompany ~~Ron~~concurrent ~~Warren,~~with a ~~former~~loan ~~officer~~made ~~and~~by ~~director~~Corporate ~~for~~Debt aConsultants ~~total~~to ~~consideration~~the ~~of $9,000 or $0~~Company.~~001~~ ~~per share.~~ The ~~consideration~~issuance was ~~$6,000~~made in ~~cash~~reliance ~~and~~upon aan ~~subscription~~exemption ~~receivable~~from ~~for~~registration ~~$3,000.~~provided Mrunder ~~Warren~~Section is4(2) aof ~~sophisticated~~the ~~and~~Securities ~~accredited~~Act ~~investor,~~of ~~therefore~~1933, ~~the~~as ~~issuance~~amended. Corporate Debt was ~~exempt~~granted ~~from~~piggyback registration ofrights ~~the~~and ~~Securities~~demand ~~Act~~registration ofrights ~~1933~~upon bya ~~reason~~financing of ~~Section~~at 4least ($2),000,000 ofby ~~that Act. The proceeds from~~ the ~~sale~~Company ofwith ~~the~~respect ~~shares~~to ~~were~~said ~~used for working capital purposes~~shares.

On ~~February~~November 221, 2011 ~~we issued 22~~,~~666,666~~ to the ~~Seller~~Company inissued ~~consideration~~250,000 shares of ~~the~~its ~~intellectual~~common ~~rights~~stock ~~relating~~ to ~~operating~~Small ~~multi-platform~~Cap Consultants, ~~multiplayer~~concurrent ~~non-wagering,~~with ~~non-games~~a ofloan ~~chance. The~~made ~~issuance~~by ofSmall ~~the~~Cap ~~shares~~Consultants ~~was~~to ~~exempt~~the ~~from~~Company. ~~registration~~The ofissuance ~~the~~was ~~Securities~~made ~~Act~~in ofreliance ~~1933,~~upon asan ~~amended,~~exemption byfrom ~~reason~~registration ofprovided under Section 4 (2) of ~~that~~the Securities Act. ~~The Seller transferred 11,333,334~~ of ~~said shares to Elina Leonova~~1933, ~~the~~as ~~wife of Alex Lemberg, a consultant to the Company, and 11,333,333 shares to Felix Elinson, our president and chief executive officer~~amended. ~~No proceeds were generated from the issuance of these shares.~~

On August 18, 2011, the Company issued 250,000 shares of its common stock to Small Cap Consultants concurrent with a loan made by Small Cap Consultants to the Company. The issuance was made in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended.

On June 23, 2011, the Company issued shares of common stock to the following persons in consideration for consulting services provided or to be provided by such persons to the Company: BSF II, 500,000 shares; Bonnie Leinhos 50,000 shares; Xstream Assets, LLC 2,000,000 shares; Nalesta Consulting Inc. 2,500,000 shares; and Steve Morgan 25,000 shares. These securities were issued in reliance on the exemption under Section 4(2) of the Act; the recipients are accredited investors; are not affiliates of the Company and had access to all of the information which would be required to be included in a registration statement and the transaction did not involve a public offering.

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

For the period ended December 31, ~~2010~~2011, we have not repurchased any shares of our common stock. However, on February 11, 2011, Ron Warren, our former officer and director, canceled 104,666,667 shares of common stock of the Company.

Description of Registrant’s Securities

Common Stock

The authorized common stock is two hundred and fifty million (250,000,000) shares with a par value of $.0001 (the “Common Stock”) for an aggregate par value of twenty five thousand dollars ($25,000). The Common Stock:

· have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;

· are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

· do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

· are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

We refer you to the Bylaws of our Articles of Incorporation and the applicable statutes of the State of Florida for a more complete description of the rights and liabilities of holders of our securities.

Non-Cumulative Voting

Holders of shares of Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, present stockholders will own approximately 75% of our outstanding shares.

Cash Dividends

As of the date of this prospectus, we have not declared or paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Item 6. Selected Financial Data.

Smaller reporting companies are not required to provide the information required by this Item 6.

-8-

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of Game Face Gaming, Inc. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Plan of Operation

Since the change of control and the consummation of the transactions contemplated by the Asset Purchase Agreement, ~~the~~we ~~Company~~are is now in the business of operating a ~~non-wagering,~~reality ~~non-games~~gaming ~~of chance (such as chess, poker, and backgammon), multi-platform, multiplayer and~~ social ~~software company~~network. We ~~The~~plan ~~Company seeks~~ to ~~develop,~~offer ~~market and operate~~ a non wagering internet gaming website by incorporating proprietary technologies that will provide players with streaming video, audio and messaging capabilities. We believe that these enhancements will dramatically enhance the players’ online gaming experiences. These games include poker, chess, backgammon and others. We believe that these enhancements will dramatically enhance players’ online gaming experiences. Management is not aware of any online games sites which offer players the ability to see one another and speak live during game play.

We will require additional capital to develop and expand our gaming platform from beta testing to a full launch. We estimate that within the next 12 months we will need approximately $13,~~000~~600,000 to ~~make~~fund ~~our~~its ~~site~~expenses ~~live~~over the next twelve months. On a monthly basis, ~~market~~if the ~~site~~Company had these funds it would utilize, among other uses, approximately $125,000 for advertising and marketing, $100,000 for salaries and office expenses and $60,000 for software development. There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements or understandings with any person to obtain ~~members~~funds ~~and~~through ~~generate~~bank ~~revenues~~loans, ~~from~~lines ~~members~~of credit or any other sources, other than the agreement with CDS to lend the Company up to $500,000, of which $85,000 has been borrowed as of February 27, 2012.

Current cash on hand is insufficient for all of the Company’s commitments for the next 12 months. We anticipate that the additional funding that we require will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional development and expansion of our gaming platform from beta testing to a full launch. ~~Although~~We wecannot ~~are offering up to $300,000 of convertible notes, there is no assurance we will~~ be ~~successful~~certain ~~in selling all such notes. We believe~~ that ~~any~~the ~~other~~required ~~debt~~additional financing will ~~not~~ be anavailable ~~alternative~~or ~~source~~available ofon ~~fund~~terms tofavorable ~~make our site live, market the site~~ to ~~obtain~~us. ~~members~~If ~~and~~additional ~~generate~~funds ~~revenues~~are ~~from~~raised ~~members. The~~by ~~risky~~the ~~nature~~issuance of ~~this~~our ~~enterprise~~equity ~~and~~securities, ~~lack~~such ofas ~~tangible~~through ~~assets places debt financing beyond~~ the ~~credit-worthiness~~issuance ~~required~~and byexercise ~~most banks or typical investors~~ of ~~corporate~~warrants, ~~debt~~then ~~until~~existing ~~such~~stockholders ~~time~~will asexperience wedilution ~~are~~of ~~able~~their toownership ~~generate revenues~~interest. We do not currently have any arrangements in place for any future equity financing.

Notwithstanding, we cannot be certain that the required additional financing will be available or available on terms favorable to us. If additional funds are raised by the issuance of our equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing holders of common stock. If adequate funds are not available or not available on acceptable terms, we may be unable to fund expansion, develop or enhance services or respond to competitive pressures.10

WeIf doadditional ~~not~~funds ~~anticipate~~are ~~any~~raised ~~equipment~~by ~~purchases~~the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the ~~twelve~~then ~~months~~existing ~~ending~~holders ~~December~~of 31common stock. If adequate funds are not available or not available on acceptable terms, ~~2011~~we may be unable to fund expansion, develop or enhance services or respond to competitive pressures or continue to operate.

We do not anticipate any equipment purchases in the twelve months ending December 31, 2012.

Results of Operations

Years Ended December 31, ~~2010~~2011 and ~~2009~~2010

We ~~have~~had $~~584~~18,325 in cash and cash equivalent as of December 31, 2011, and have experienced losses since inception. We recognized $105,000 in income in 2011 from the sale of the license agreements. We did not generate any revenues from operations during the years ended December 31, ~~2010~~2011 and ~~2009~~2010. Expenses during the year ended December 31, 2010 were $22,837 for a net loss of $22,837 compared to expenses of $3743,~~579~~844 for a net loss of $3971,~~579~~772 for the year ended December 31, ~~2009~~2011. Expenses for the year ended December 31, ~~2009~~2010 ~~consisted~~were ~~entirely~~primarily the result of professional and filing fees ~~relating~~associated towith filing our ~~organization~~registration statements, complying with our reporting requirements and general and administrative expenses, while expenses ~~during~~for the year ended December 31, ~~2010~~2011 ~~were~~consisted primarily ~~the result~~ of ~~professional~~general and ~~filing~~administrative ~~fees~~expenses ~~associated~~($609,607), ~~with~~professional ~~filing~~fees ~~our~~($79,512) ~~registration~~and ~~statements~~advertising expenses ($52,368) ~~complying~~due ~~with~~to ~~our~~expenditures ~~reporting~~necessary ~~requirements~~as ~~and~~the ~~general~~Company ~~and~~prepares ~~administrative~~to ~~expenses~~launch its first product offering. We have incurred a cumulative net loss of $26998,~~416~~188 for the period December 24, 2009 (inception) to December 31, ~~2010~~2011.

-9-

Liquidity and Capital Resources

Our balance sheet as of December 31, ~~2010~~2011 reflects that the Company has $~~584~~18,325 in cash and cash equivalents. In addition, the Company had a working capital deficiency of $852,428 and stockholders’ deficiency of $5717,~~416~~358 at December 31, ~~2010~~2011.

OnWe ~~March~~currently 4,have ~~2011, the Company, entered into~~ a ~~Convertible~~total ~~Note~~of ~~Purchase~~$826,000 ~~Agreement~~owed ~~with~~to ~~three~~eight ~~accredited~~entities ~~investors~~and ~~for~~individuals, ~~the sale~~ of ~~Convertible~~which ~~Promissory~~$466,000 ~~Notes~~are ~~(the~~due ~~“Note”)~~upon indemand ~~the~~and ~~aggregate principal amount of~~ $~~175~~360,000. ~~The~~have ~~Notes~~specific ~~bear~~due ~~interest~~dates. atOf ~~the~~those ~~rate~~loans, of4 8%are ~~per~~due ~~annum~~ and ~~can~~payable beApril ~~prepaid~~15, by2012 ~~the~~aggregating ~~Company~~$275,000 ~~without~~of ~~penalty~~principal ~~upon~~and 5$85,000 ~~days~~in ~~advance~~principal ~~notice~~is todue ~~the holder. The Notes mature~~ on ~~the~~August ~~earlier~~27, of2012. 8During ~~months from issuance or upon~~ the ~~closing~~year ofended ~~any~~December ~~offering~~31, ~~from~~2011 ~~which~~we ~~the~~repaid ~~Company~~an ~~shall~~aggregate ~~have raised the gross amount~~ of $2195,000~~,000.~~ ~~The holder can request that the Company pay interest in shares~~ of ~~common~~indebtness. ~~stock~~Principal ~~(at~~indebtedness ~~the~~owed ~~same~~to ~~conversion~~two ~~rate~~note ~~described~~holders ~~below).~~aggregating ~~All~~$75,000 ~~principal~~ and accrued interest onthereon ~~the~~may ~~Note~~be isconverted ~~convertible into shares of our common stock~~ at the ~~election~~option of the ~~investor~~noteholders atto ~~any~~shares ~~time~~of 60common ~~days~~stock ~~after~~by ~~issuance at a conversion price equal to~~ the greater of $0.25 per share or a 50% ~~discount~~of to the average ~~of the 10~~ closing bid ~~prices~~price offor the ~~common stock during the~~ 10 trading ~~day~~days ~~period~~ ending 5 days ~~prior~~before tothe conversion date. ~~The~~Principal ~~number~~indebtedness ofowed ~~shares~~to ~~issuable~~a ~~upon~~note ~~conversion~~holder ~~shall~~aggregating be$200,000 ~~proportionally~~and ~~adjusted~~accrued tointerest ~~reflect~~thereon ~~any~~may ~~stock~~be ~~dividend,~~converted ~~split~~at orthe ~~similar~~option ~~events.~~of ~~The~~the ~~Notes~~noteholder ~~contain~~to ~~default~~shares ~~events~~by ~~which,~~the ifgreater ~~triggered~~of ~~and~~$0.05 ~~not~~per ~~cured~~share ~~within~~of 1050% ~~days~~ of ~~notice,~~the ~~will~~average ~~result~~closing inprice afor ~~default~~10 ~~interest~~days ~~rate~~prior ofto 1conversion.~~5% per month.~~

~~The Company intends to offer up to $300,000 of such Notes under Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated by the Securities and Exchange Commission.~~11

Going Concern Consideration

The Company is a development stage company. For the period December 24, 2009 (date of inception) through December 31, 2011, the Company has had a net loss of $998,188. Our independent auditor has expressed substantial doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to ~~implement~~begin ~~our~~operations ~~business plan, raise capital,~~ and ~~generate~~to ~~revenues~~achieve profitability. See Note 6 of our financial statements.

The Company believes that it will need approximately $3,600,000 to fund its expenses over the next twelve months. On a monthly basis, if the Company had these funds it would utilize, among other uses, approximately $125,000 for advertising and marketing, $100,000 for salaries and office expenses and $60,000 for software development. There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources, other than the agreement with CDS to lend the Company up to $500,000, of which $85,000 has been borrowed as of February 27, 2012.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, results of operations or liquidity.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

~~-10-~~12

Item 8. Financial Statements.

~~GAME~~Game ~~FACE~~Face ~~GAMING~~Gaming, ~~INC~~Inc.

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

FROM DECEMBER 24, 2009 (INCEPTION) THROUGH DECEMBER 31, 2010

			PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			F-2

BALANCE SHEETS			F-3

STATEMENTS OF OPERATIONS			F-4

STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)			F-5

STATEMENTS OF CASH FLOWS			F-6

NOTES TO FINANCIAL STATEMENTS			F-7

		Page
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet		F-3
Statements of Operations		F-4
Statement of Stockholders’ Equity/(Deficit)		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7 to F-14

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Game Face Gaming, Inc.

(~~f/k/a~~fka Intake Communications, Inc.)

We have audited the accompanying balance ~~sheet~~sheets of Game Face Gaming, Inc. (fka Intake Communications, Inc.) (a development stage ~~enterprise~~company)~~(the~~ ~~“Company”)~~ as of December 31, ~~2010~~2011 and ~~2009~~2010, and the related statements of ~~operations~~income, stockholders’ equity/ (deficit), and cash flows for the years then ended, and for the period from December 24, 2009 (inception) through December 31, ~~2010~~2011. ~~These~~Game ~~financial~~Face ~~statements~~Gaming, ~~are~~Inc.’s ~~the~~management ~~responsibility~~is ofresponsible ~~the~~for ~~company’s~~these ~~management~~financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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~~company 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 the purpose of expressing an opinion on the effectiveness of the ~~Company~~company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Game Face Gaming, Inc. ~~(a Florida corporation)~~ as of December 31, ~~2010~~2011 and ~~2009~~2010, and the results of its operations and its cash flows for the years then ended and for the period from December 24, 2009 (inception) through December 31, ~~2010,~~2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed further in Note 6, the Company has been in the development stage since its inception (December 24, 2009) and continues to incur significant losses. The Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. These factors raise substantial doubt as to the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Lake & Associates, CPA’s LLC Lake & Associates, CPA’s LLC Schaumburg, IL March 14, 2012

Lake & Associates CPA’s LLC

Schaumburg, Illinois

March 24, 2011

1905 Wright Boulevard

Schaumburg, IL 60193

Phone: 847-524-0800

Fax: 847-524-1655

F-2

Game Face Gaming, Inc.
(f/k/a Intake Communications, Inc.)
(A Development Stage Company)
Balance Sheets
ASSETS
	December 31,			December 31,
	2010			2009
	Audited			Audited
CURRENT ASSETS
Cash and cash equivalents	$	584		$	6,000
Total current assets	$	584			6,000
TOTAL ASSETS	$	584		$	6,000
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND EQUITY
LIABILITIES
Current Liabilities
Accounts payable	$	3,000		$	3,579
Loan from officer		3,000			-
Total Current Liabilities		6,000			3,579
TOTAL LIABILITIES	$	6,000		$	3,579
STOCKHOLDERS' EQUITY (DEFICIT)
Capital Stock
Authorized:
250,000,000 common shares, $0.0001 par value
Issued and outstanding shares:
132,600,000 and 117,000,000 shares issued and outstanding at
December 31, 2010 and December 31, 2009, respectively	$	1,020		$	900
Additional paid in capital		19,980			8,100
Stock subscriptions receivable		-			(3,000	)
Deficit accumulated during the development stage		(26,416	)		(3,579	)
Total Stockholders' Equity (Deficit)		(5,416	)		2,421
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	584		$	6,000

Game Face Gaming, Inc.

(f/k/a Intake Communications, Inc.)

(A Development Stage Company)

~~The~~Balance ~~accompanying notes are an integral of these financial statements.~~Sheets

ASSETS
	December 31,			December 31,
	2011			2010

CURRENT ASSETS:
Cash and cash equivalents	$	18,325		$	584
Prepaid expenses and other current assets		1,621			-
TOTAL CURRENT ASSETS		19,946			584

PROPERTY AND EQUIPMENT (Net)		35,070			-

OTHER ASSETS
Intangible asset		100,000			-
TOTAL OTHER ASSETS		100,000			-

TOTAL ASSETS	$	155,016		$	584


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable	$	10,450		$	3,000
Accrued expenses and other current liabilities		15,458			-
Loan payable officer		-			3,000
Derivative liabilities		178,070			-
Notes payable-convertible		656,000			-
Accrued interest on notes payable--convertible		12,396			-

TOTAL CURRENT LIABILITIES		872,374			6,000

STOCKHOLDERS' EQUITY (DEFICIT):
Capital stock - authorized:
250,000,000 common shares, $0.0001 par value
56,175,000 and 132,600,000 shares issued and outstanding at
December 31, 2011 and December 31, 2010, respectively		5,618			13,260
Additional paid in capital		275,212			7,740
Deficit accumulated during the development stage		(998,188	)		(26,416	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(717,358	)		(5,416	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	155,016		$	584

F-3

~~(Audited)~~Game Face Gaming, Inc.

(f/k/a Intake Communications, Inc.)

(A Development Stage Company)

							For the Period
							from Inception
							December 24,
							2009 to
	December 31,			December 31,			December 31,
	2010			2009			2010
REVENUES	$	-		$	-		$	-
EXPENSES
Bank Service Charges		222			-			222
Filing Fee		150			-			150
Organizational Expense		148			79			227
SEC Filing Fee		1,822			-			1,822
Transfer Agent Fee		2,030			-			2,030
Professional Fees		18,465			3,500			21,965
		22,837			3,579			26,416
Loss Before Income Taxes	$	(22,837	)	$	(3,579	)	$	(26,416	)
Provision for Income Taxes		-			-			-
Net Loss	$	(22,837	)	$	(3,579	)	$	(26,416	)
PER SHARE DATA:
Basic and diluted loss per common share	$	**		$	**		$	**
Weighted Average Common shares outstanding		126,445,479			117,000,000			126,267,742

Statements of Operations

** Less than $.01

							For the Period
							December 24,
	Year Ended			Year Ended			2009 (Inception) to
	December 31,			December 31,			December 31,
	2011			2010			2011
REVENUES:
Net revenue	$	105,000		$	-		$	105,000

EXPENSES:
Depreciation expense		2,357			-			2,357
General & administrative expenses		741,487			22,837			767,903

Total expenses		743,844			22,837			770,260

Operating Loss		(638,844	)		(22,837	)		(665,260	)

OTHER INCOME (EXPENSE):
Interest expense		(157,274	)		-			(157,274	)
Derivate liability		(178,070	)		-			(178,070	)
Other income - cancellation of debt		2,416			-			2,416

Total other income (expense)		(332,928	)		-			(332,928	)

Income (Loss) before Provision for Income Taxes		(971,772	)		(22,837	)		(998,188	)

Provision for Income Taxes		-			-			-

Net Loss	$	(971,772	)	$	(22,837	)	$	(998,188	)


PER SHARE DATA:
Basic and diluted loss per common share	$	(0.02	)	$	(0.00	)
Weighted Average Common shares outstanding		61,856,370			126,445,479

The accompanying notes are an integral of these financial statements.

F-4

Game Face Gaming, Inc.

(f/k/a Intake Communications, Inc.)

(A Development Stage Company)

Statements of Stockholders' Equity (Deficit)

(Audited)

													Deficit
													Accumulated
							Additional			Stock			During the
	Common Stock						Paid-in			Subscriptions			Development
	Shares			Amount			Capital			Receivable			Stage			Total

Inception - December 24, 2009		-		$	-		$	-		$	-		$	-		$	-

Common shares issued to Founder
for cash at $0.001 per share
(par value $0.0001) on December 24, 2009		117,000,000			11,700			(2,700	)		(3,000	)		-			6,000

Loss for the period from inception on
December 24, 2009 to December 31, 2009		-			-			-			-			(3,579	)		(3,579	)

Balance - December 31, 2009		117,000,000			11,700			(2,700	)		(3,000	)		(3,579	)		2,421

Payment of Subscription Receivable											3,000						3,000

Common shares issued to Investors
for cash at $0.01 per share
(par value $0.0001) on May 26, 2010		15,600,000			1,560			10,440									12,000

Loss for the year ended December 31, 2010														(22,837	)		(22,837	)

Balance - December 31, 2010		132,600,000			13,260			7,740			-			(26,416	)		(5,416	)

Common shares cancelled by
the Corporation on February 10, 2011		(104,666,667	)		(10,467	)		10,467									-

Common shares issued at $0.0044 per share
(par value $0.0001) for the contribution of
intangible assets on February 22, 2011		22,666,667			2,267			97,733									100,000

Common shares issued to Consultants for services at
$0.0044 per share (par value $0.0001) on June 23, 2011		5,075,000			508			21,822									22,330

Common shares issued for finance costs at
$0.25 per share (par value $0.0001) on August 17, 2011		250,000			25			62,475									62,500

Common shares issued for finance costs
$0.30 per share (par value $0.0001) on October 31, 2011		250,000			25			74,975									75,000

Loss for the year ended December 31, 2011														(971,772	)		(971,772	)

Balance - December 31, 2011		56,175,000		$	5,618		$	275,212		$	-		$	(998,188	)	$	(717,358	)

										Deficit
										Accumulated
					Additional		Stock			During the
	Common Stock				Paid-in		Subscriptions			Development
	Shares		Amount		Capital		Receivable			Stage			Total
Inception -December 24, 2009		-	$	-	$	-	$	-		$	-		$	-
Common shares issued to Founder
for cash at $0.001 per share		117,000,000		900		8,100		(3,000	)		-			6,000
(par value $0.0001) on 12/24/2009
Loss for the period from inception on
December 24, 2009 to December 31, 2009		-		-		-		-			(3,579	)		(3,579	)
Balance - December 31, 2009		117,000,000		900		8,100		(3,000	)		(3,579	)		2,421
Payment of Subscription Receivable								3,000						3,000
Loss for the quarter ended March 31, 2010											(5,073	)		(5,073	)
Balance - March 31, 2010		117,000,000		900		8,100		-			(8,652	)		348
Common shares issued to Investors
for cash at $0.01 per share
(par value $0.0001) on 5/26/2010		15,600,000		120		11,880								12,000
Loss for the quarter ended June 30, 2010											(1,235	)		(1,235	)
Balance - June 30, 2010		132,600,000		1,020		19,980		-			(9,887	)		11,113
Loss for the quarter ended September 30, 2010											(13,034	)		(13,034	)
Balance - September 30, 2010		132,600,000		1,020		19,980		-			(22,921	)		(1,921	)
Loss for the quarter ended December 31, 2010											(3,495	)		(3,495	)
Balance - December 31, 2010		132,600,000	$	1,020	$	19,980	$	-		$	(26,416	)	$	(5,416	)

The accompanying notes are an integral of these financial statements.

F-5

Game Face Gaming, Inc.
(f/k/a Intake Communications, Inc.)
(A Development Stage Company) Statements of Cash Flows (Audited)
							For the Period
							from Inception
							December 24,
							2009 to
	December 31,			December 31,			December 31,
	2010			2009			2010
OPERATING ACTIVITIES
Net loss	$	(22,837	)	$	(3,579	)	$	(26,416	)
Changes in Operating Assets and Liabilities:
Increase (decrease) in
Accounts payable and accrued liabilities		(579	)		3,579			3,000
Net cash used in operating activities		(23,416	)		-			(23,416	)
FINANCING ACTIVITIES
Common stock issued for cash		15,000			6,000			21,000
Loan from officer		3,000						3,000
Net cash provided by financing activities		18,000			6,000			24,000
INCREASE IN CASH AND CASH EQUIVALENTS		(5,416	)		6,000			584
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		6,000			0			-
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	584		$	6,000		$	584
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest expense	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

Game Face Gaming, Inc.

(f/k/a Intake Communications, Inc.)

(A Development Stage Company)

~~The~~Statements ~~accompanying notes are an integral~~ of ~~these~~Cash ~~financial statements.~~Flows

							For the Period
							from Inception
							December 24,
	For the Year Ended						2009 to
	December 31,			December 31,			December 31,
	2011			2010			2011
OPERATING ACTIVITIES:
Net loss	$	(971,772	)	$	(22,837	)	$	(998,188	)

Depreciation		2,357			-			2,357
Common stock issued for services		22,330			-			22,330
Common stock issued for financing costs		137,500			-			137,500

Changes in Assets and Liabilities:
(Increase) decrease in current assets:
Prepaid Expenses and other current assets		(1,621	)		-			(1,621	)
Increase (decrease) in current liabilities:					-
Accounts payable		7,450			(579	)		10,450
Accrued interest on convertible debt		12,396			-			12,396
Accrued expenses and other current liabilities		15,458			-			15,458
Derivative liabilities		178,070						178,070

Net cash used in operating activities		(597,832	)		(23,416	)		(621,248	)

INVESTMENT ACTIVITIES:
Computer hardware purchased		(9,427	)		-			(9,427	)
Source code purchased		(28,000	)		-			(28,000	)
Net cash provided by investment activities		(37,427	)		-			(37,427	)

FINANCING ACTIVITIES:
Common stock issued		-			15,000			21,000
Repayment of notes payable		(195,000	)		-			(195,000	)
Issuance of notes payable		851,000			-			851,000
Loan from officer		(3,000	)		3,000			-
Net cash provided by financing activities		653,000			18,000			677,000


INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		17,741			(5,416	)		18,325

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		584			6,000			-

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	18,325		$	584		$	18,325

Supplemental Cash Flow Disclosures:
Cash paid for:
Interest expense	$	7,380		$	-		$	7,380
Income taxes	$	-		$	-		$	-
Non-cash transactions:
Stock Issued for intangible asset	$	100,000		$	-		$	100,000

F-6

GAME FACE GAMING, INC.

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(~~DECEMBER~~December 31, ~~2010~~2011)

NOTE 1. - GENERAL ORGANIZATION AND BUSINESS

Game Face Gaming, Inc. (f/k/a Intake Communications, Inc.) the Company is a development stage company, incorporated in the State of Florida on December 24, 2009 to provide software to companies to help them market and sell their music and entertainment content to consumers. The music and entertainment content is audio and video clips of concerts, artist interviews, and highlights. Based on the customer request, the software will extract the music and entertainment content from the customer's music and entertainment library and stream that content to the customer. This content is referred to as "digital assets". The customer can request the content from any internet device such as a computer, laptop or mobile device.

~~NOTE~~Thereafter, 2the Company engaged in developing the internet’s first Reality Gaming Social Network. ~~SUMMARY~~The OFCompany ~~SIGNIFICANT~~seeks ~~ACCOUNTING~~to ~~PRACTICES~~penetrate the market in the business of operating a non-wagering Internet gaming company. The Internet Gaming platform incorporates proprietary technologies that will provide users with streaming video, audio and messaging capabilities enhancing both the users experience and the gaming experience.

~~Accounting~~Game ~~Basis~~Face Gaming’s proprietary platform will be used in creating a vast global gaming network consisting of games from every region of the globe, supporting native languages as well as cross language functionality. Once these games make their way onto our platform they will be accessible on almost all devices currently used to access the internet. In addition to popular and well known games that are already being played on line by tens of millions of people around the world, Game Face will be launching its own in- house developed games.

~~The~~NOTE ~~Company~~2 is- ~~currently~~SUMMARIES aOF ~~development~~SIGNIFICANT ~~stage~~ACCOUNTING enterprise reporting under the provisions of FASB ASC 915, Development Stage Entity. These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.POLICIES

Basis of Presentation

The Company is currently a development stage enterprise reporting under the provisions of FASB ASC 915, Development Stage Entity. The financial statements have been prepared on the accrual basis of accounting in conformity accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

~~Cash~~For ~~and~~purposes ~~cash~~of ~~equivalents~~the ~~are~~cash ~~reported~~flow instatements, the ~~balance~~company ~~sheet~~considers atall ~~cost,~~highly ~~which~~liquid ~~approximates~~investments ~~fair~~with ~~value.~~original ~~For~~maturities of three months or less at the ~~purpose~~time of ~~the~~purchase ~~financial~~to ~~statements~~be cash equivalents. ~~include~~At ~~all~~December ~~highly~~31, ~~liquid~~2011 ~~investments~~the ~~with~~company andid ~~original~~not ~~maturity~~have ofany ~~three~~balances ~~months~~that orexceeded ~~less~~FDIC ~~when~~insurance ~~purchased~~limits.

~~Earnings~~Property ~~(Loss)~~and ~~per Share~~Equipment

~~The~~Property ~~Company~~and ~~adopted~~equipment ~~FASB~~is ~~ASC~~stated ~~260,~~at ~~Earnings per Share~~cost. Depreciation ~~Basic~~and ~~earnings~~amortization ~~(loss)~~expense ~~per share~~ is ~~calculated~~computed byusing ~~dividing~~principally ~~the~~accelerated ~~Company's~~methods ~~net~~over ~~income available to common shareholders by~~ the ~~weighted~~estimated ~~average~~useful ~~number~~life of ~~common shares outstanding during~~ the ~~year.~~related ~~Diluted~~assets ~~earnings~~ranging ~~(loss)~~from ~~per~~3 ~~share is calculated by dividing the Company's net income (loss) available~~ to ~~common~~7 ~~shareholders by the diluted weighted average number of shares outstanding during the year~~years. ~~The~~When ~~diluted~~assets ~~weighted~~are ~~average~~sold ~~number~~or ofretired, ~~shares~~their ~~outstanding~~costs isand ~~the~~accumulated ~~basic~~depreciation ~~weighted~~are ~~number~~eliminated offrom ~~shares adjusted as of~~ the ~~first~~accounts ofand ~~the year for~~ any ~~potentially~~gain ~~dilutive debt~~ or ~~equity.~~loss ~~There~~resulting ~~were~~from notheir ~~diluted~~disposal oris ~~potentially~~included ~~diluted~~in ~~shares~~the ~~outstanding~~statement ~~for~~of ~~all periods presented~~operations.

The Company recognizes an impairment loss on property and equipment when evidence, such as the sum of expected future cash flows (undiscounted and without interest charges), indicates that future operations will not produce sufficient revenue to cover the related future costs, including depreciation, and when the carrying amount of the asset cannot be realized through sale. Measurement of the impairment loss is based on the fair value of the assets.

F-7

GAME FACE GAMING, INC.

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(~~DECEMBER~~December 31, ~~2010~~2011)

Long-Lived Assets

Long-lived assets such as intangible assets other than goodwill, furniture, equipment and leasehold improvements are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluated its long-lived assets and no impairment charges were recorded for any of the periods presented.

Earnings (Loss) per Share

The Company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per 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. Diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding for all periods presented.

Software Development Costs

The Company accounts for costs incurred to develop computer software for internal use in accordance with FASB ASC 350-40 “Internal-Use Software”. As required by ASC 350-40, the Company capitalizes the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary project along with post-implementation stages of internal use computer software are expensed as incurred. Capitalized development costs are amortized over a period of one to three years. Costs incurred to maintain existing product offerings are expensed as incurred. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life.

Dividends

The Company has not adopted ~~any~~a policy regarding ~~payment~~payments of dividends. No dividends have been paid during the period ~~shown,~~presented and ~~none~~no payments are ~~contemplated~~foreseen in the near future.

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of December 31, ~~2010~~2011.

~~Advertising~~Uncertain Tax Positions

The Company ~~will~~adopted ~~expense~~the ~~advertising~~provisions of Accounting for Uncertainty in Income Taxes (“Uncertain Tax Positions”) of the ASC. Uncertain Tax Positions prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under “Uncertain Tax Positions”, an entity may only recognize or continue to recognize tax positions that meet a ““more-than-likely-than-not” threshold. All related interest and penalties would be expensed as incurred. ~~Since~~The ~~inception,~~Company has evaluated its tax position for the ~~advertising~~period ~~dollars~~ended ~~spent~~December ~~have~~31, ~~been~~2011 $0and such evaluation did not require a material adjustment to the financial statements.~~00.~~

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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-8

GAME FACE GAMING, INC.

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(~~DECEMBER~~December 31, ~~2010~~2011)

~~Revenue and Cost Recognition~~Advertising

The Company ~~has~~expenses noadvertising ~~current~~as ~~source~~incurred. ofFor ~~revenue; therefore~~ the ~~Company~~years ~~has~~ended ~~not~~December ~~yet~~31, ~~adopted~~2011 ~~any~~and ~~policy~~2010, ~~regarding~~advertising ~~the~~expense ~~recognition~~totaled of$52,368 ~~revenue~~and or$0, ~~cost~~respectively.

~~Property~~Stock Based Compensation

The Company ~~does~~accounts ~~not~~for ~~own~~all ~~any~~stock ~~real~~based ~~estate~~payments orin ~~other~~accordance ~~properties.~~with ~~The~~ASC Topic 718, which requires the Company's ~~office~~to ismeasure ~~located~~all 20employee ~~East~~stock-based ~~Sunrise~~compensation ~~Highway,~~awards ~~Suite~~using ~~202,~~a ~~Valley~~fair ~~Stream,~~value NYmethod ~~11581.~~and ~~Our~~record ~~contact~~the ~~number~~related isexpense ~~516-303-8118.~~in ~~The~~the ~~business~~financial ~~office~~statements. isThe ~~located~~Company atutilizes the ~~office~~Black-Scholes ofmodel ~~one~~to ofestimate ~~our~~the ~~consultants~~value atof nooptions ~~charge~~granted.

~~NOTE 3. INCOME TAXES:~~Estimates

The ~~Company~~preparation ~~provides~~of ~~for~~financial ~~income~~statements ~~taxes~~in ~~under~~conformity ~~the~~with ~~provisions~~accounting ofprinciples ~~FASB~~generally ~~ASC~~accepted ~~740,~~in ~~Income~~the ~~Taxes.~~United ~~FASB~~States ~~ASC~~of ~~Topic~~America, ~~740~~ requires ~~the~~management ~~use~~to ofmake anestimates ~~asset~~ and ~~liability~~assumptions ~~approach~~that incould ~~accounting~~affect ~~for~~the ~~income~~reported ~~taxes.~~amounts ~~Deferred~~of ~~tax~~ assets and liabilities ~~are~~and ~~recorded~~disclosure ~~based~~of oncontingent assets and liabilities at the ~~differences~~date ~~between~~of the financial ~~statement~~statements and ~~tax~~the ~~bases~~reported amounts of ~~assets~~revenue and ~~liabilities~~expenses ~~and~~during the ~~tax~~reporting ~~rates~~period. inActual ~~effect~~results ~~currently~~could differ from those estimates.

~~ASC~~Fair ~~Topic~~Value ~~718 requires the reduction~~ of ~~deferred~~Financial 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.Instruments

The ~~components~~carrying amounts of the Company'’s accounts ~~income~~payable, ~~tax~~accrued expenses atand ~~December~~notes ~~31,~~payable ~~2010~~approximate ~~are~~fair asvalue ~~follows:~~due to the relatively short period to maturity for these instruments.

	Year Ended December 31, 2010
Deferred Tax Asset	$	26,416
Valuation Allowance	$	(26,416	)
Current Taxes Payable		-
Income Tax Expense		-

Concentration of Credit Risk

AtThe ~~December~~Company’s ~~31,~~financial ~~2010,~~instruments ~~the~~that ~~Company~~are ~~had~~exposed ~~estimated~~to ~~net~~the ~~loss~~concentrations ~~carry~~of ~~forwards~~credit ofrisk ~~approximately~~consist ~~$26,000~~primarily ~~which~~of ~~expires~~cash ~~through~~and ~~its~~cash ~~tax~~equivalents. ~~year~~The ~~ending~~Company’s ~~2030.~~places ~~Utilization~~its ofcash ~~these~~with ~~net~~high ~~operating~~quality ~~loss~~institutions. At ~~card~~times, ~~forwards~~such investments may be ~~limited~~ in ~~accordance~~excess ~~with~~of ~~IRCD~~the ~~Section~~FDIC 3insurance limit.82 Cash and cash equivalents held in ~~the~~a ~~event~~bank ofmay ~~certain~~exceed ~~shifts~~federally ininsured ~~ownership~~limits at year end and at various points during the year.

The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its trade accounts receivable credit risk exposure is limited.

Revenue Recognition

The company has adopted the following revenue recognition guidelines.

Sale of subscriptions

Revenue from sale of subscriptions is recognized when the following conditions are satisfied:

* The user properly registered with the website of the Company, and provided the Company with a valid proof of identity and address. Furthermore the Company had set up a valid user account for the user;

* The amount of revenue can be measured reliably;

* The costs incurred or to be incurred in respect of the transaction can be measured reliably.

Whitepaper Solution income

Revenue from sale of Whitepaper Solutions is recognized when the following conditions are met:

* The contract for the solutions clearly specifies the price and payment options with the transfer of ownership;

* The Company is reasonably expected to complete the project in the time frame that the contract sets forth;

* As the milestones set forth in the contract are met, the Company will recognize revenue as set forth in the contract;

* As set forth in the contract the amount of revenue can be measured reliably;

* There is a reasonable belief that buyer is expected to pay the whole amount as the milestones are met.

Effect of recently issued accounting standards

The company has adopted all recently issued accounting pronouncements. The Adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

F-9

GAME FACE GAMING, INC.

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(~~DECEMBER~~December 31, ~~2010~~2011)

NOTE 4.3 ~~STOCKHOLDERS'~~- ~~EQUITY~~INCOME TAXES:

Deferred tax attributes resulting from differences between financial accounting methods and tax basis of assets and liabilities at December 31, 2011 and December 31, 2010 are as follows (rounded to the nearest hundred):

	December 31, 2011			December 31, 2010
Noncurrent Assets:
Net operating loss carry-forwards	$	247,600		$	9,600
Valuation Allowance	$	(247,600	)	$	(9,600	)
Net Deferred Tax Asset	$	$0		$	$0

At December 31, 2011, the Company had estimated net loss carry forwards of approximately $825,500 which expire between 2030 through 2031. Utilization of these net operating loss card forwards may be limited in accordance with IRC Section 382 in the event of certain shifts in ownership.

The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows:

December 31, 2011	Amount			Percent
Book income at Federal Statutory Rate	$	(198,300	)		25	%
State Taxes, net of Federal Benefit	$	(39,700	)		5	%
Change in Valuation Allowances	$	238,000			(30	%)
	$	0			0	%

NOTE 4 - STOCKHOLDERS' EQUITY

Common Stock

On December 24, 2009, the Company issued 117,000,000 of its $0.0001 par value common stock at $0.001 per share for $6,000 cash and $3,000 in a subscription receivable to the founder of the Company. The issuance of the shares was made to the sole officer and director of the Company and an individual who is a sophisticated and accredited investor, therefore, the issuance was exempt from registration of the Securities Act of 1933 by reason of Section 4 (2) of that Act.

On May 26, 2010 the Company issued 15,600,000 ~~shares of~~ common ~~stock~~shares to investors in accordance with Form S-1 for cash in the amount of $12,000.

~~There~~On ~~are~~February ~~250~~22,~~000~~ 2011 the Company issued 22,~~000~~666,667 ~~Common~~common ~~Shares~~shares at $0.0001 par value ~~authorized~~and ~~with~~$0.0044 ~~132,600,000~~face ~~shares~~value ~~issued~~to Lemberg Consulting for their intellectual property and ~~outstanding~~pending atpatents ~~December~~in ~~31,~~the ~~2010~~amount of $100,000.

On ~~January~~June 623, 2011, the ~~Board of Directors and majority shareholder of the~~ Company ~~approved an amendment to the Company’s Articles of Incorporation (the “Amendment”) to (i) affect a 13 for 1 forward stock split of the Company’s~~ issued ~~and outstanding common stock in the form of a dividend. Accordingly there were 10~~5,~~200~~075,000 ~~pre-split~~ common shares ~~and~~at ~~following~~$0.0001 ~~the~~par ~~forward~~value ~~split there are 132,600,000 common shares issued~~ and ~~outstanding~~$0.0044 atface ~~December~~value ~~31,~~to ~~2010. All~~various ~~share~~“founding ~~amounts,~~fathers” ~~including~~of ~~those~~the ~~stated~~company ~~above,~~for ~~have~~services ~~been~~rendered ~~adjusted~~ to ~~reflect~~ the ~~forward~~company ~~split~~in lieu of cash.

NOTE 5. RELATED PARTY TRANSACTIONS

An officer and director of the Company are involved in business activities outside of the company 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 6. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period December 24, 2009 (date of inception) through December 31, 2010 the Company has had a net loss of $26,416. As of December 31, 2010, the Company has not emerged from the development stage. In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon the Company's ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities from the sale of equity securities. The Company intends on financing its future development activities and its working capital needs largely from loans and the sale of public equity securities with some additional funding from other

traditional financing sources, including term notes, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.

F-10

~~NOTE~~GAME 7.FACE ~~THE~~GAMING, ~~EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS~~INC.

~~The company has adopted all recently issued accounting pronouncements.~~ ~~The~~(F/K/A ~~Adoption~~INTAKE ~~of the accounting pronouncements~~COMMUNICATIONS, ~~including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company~~INC.)

~~NOTE~~(A 8.Development ~~LOAN~~Stage ~~FROM OFFICER~~Company)

~~During~~NOTES ~~the~~TO ~~year~~FINANCIAL ended December 31, 2010, an ex-officer of Game Face Gaming, Inc, F/K/A InTake Communications, Inc. loaned the Company a total of $3,000. The notes, dated August 17, 2010, September 21, 2010, and November 15, 2010 bear no interest and are due December 31, 2011.STATEMENTS

~~NOTE~~(December 9.31, ~~CONCENTRATIONS OF RISKS~~2011)

~~Cash~~On ~~Balances~~August 17, 2011 the Company issued 250,000 common shares at $0.0001 par value and $0.25 face value as an inducement for the $100,000 note payable issued on that date. The value of the 250,000 common shares issued totaled $62,500.

~~The~~On ~~Company~~October ~~maintains~~31, ~~its~~2011 ~~cash~~the inCompany ~~institutions~~issued ~~insured~~250,000 bycommon ~~the~~shares ~~Federal~~at ~~Deposit Insurance Corporation (FDIC)~~$0.0001 ~~All~~par ~~other~~value ~~deposit~~and ~~accounts~~$0.30 atface ~~FDIC-insured~~value ~~institutions~~as ~~were~~an ~~insured~~inducement upfor tothe ~~at least~~ $~~250~~100,000 ~~per~~note ~~depositor~~payable ~~until~~issued ~~December~~on ~~31,~~that ~~2010~~date. OnThe ~~January~~value 1,of ~~2011,~~the ~~FDIC deposit insurance for all deposit accounts~~250,000 ~~except~~common ~~for~~shares ~~certain~~issued ~~retirement~~totaled ~~accounts, returned to~~ $~~100~~75,000 ~~per depositor~~. ~~Our cash balance at December 31, 2010 was below the FDIC insurance threshold.~~

~~NOTE~~On January 6, 2011, the Board of Directors and majority shareholder of the Company approved an amendment to the Company’s Articles of Incorporation (the “Amendment”) to (i) affect a 13 for 1 forward stock split of the Company’s issued and outstanding common stock in the form of a dividend. Accordingly there were 10,200,000 pre-split common shares and following the forward split there were 132,600,000 common shares issued and outstanding. All ~~SUBSEQUENT~~share ~~EVENTS~~amounts, including those stated above, have been adjusted to reflect the forward split. On February 10, 2011, Ron Warren, the principal shareholder and sole officer and director of the Company cancelled 104,666,667 of his own shares and on February 22, 2011 the Company issued an additional 22,666,667 shares in an intangible asset purchase.

OnThere ~~January~~are 6250, ~~2011~~000,000 ~~the~~Common ~~Board~~Shares ofat ~~Directors~~$0.0001 ~~and~~par ~~majority~~value ~~shareholder~~authorized ofwith ~~the~~56,175,000 ~~Company~~shares ~~approved an amendment to the Company’s Articles of Incorporation (the “Amendment”) to (i) affect a 13 for 1 forward stock split of the Company’s~~ issued and outstanding common stock in the form of a dividend, and (i) change the Company’s name from Intake Communications, Inc. to Game Face Gaming, Inc. The Amendment was filed on January 7, 2011 with the Secretary of State of the State of Florida and became effective as at ~~the~~December ~~close of business on January 25~~31, 2011. The forward stock split was distributed to all shareholders of record on January 24, 2011. No cash was paid or distributed as a result of the forward stock split and no fractional shares were issued. All fractional shares which would have otherwise be required to be issued as a result of the stock split were be rounded up to the nearest whole share.

OnNOTE ~~February~~5 ~~10,~~– ~~2011,~~RELATED ~~Ron~~PARTY Warren, the principal shareholder and sole officer and director of the Company, entered into a Stock Purchase Agreement which provided for the sale of his 11,333,333 shares of common stock of the Company (the “Control Shares”) to Punim Chadoshos, LLC, a New York limited liability corporation (the “Buyer”). The consideration paid for the Control Shares, which represents 40.57% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $50,000. The Buyer, which is owned by a trust, used funds which it borrowed to purchase the Shares.TRANSACTIONS

The officers and directors of the Company are involved in business activities outside of the company 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 6 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period December 24, 2009 (date of inception) through December 31, 2011 the Company has had a net loss of $998,188. As of December 31, 2011, the Company has not emerged from the development stage. In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon the Company's ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities from the sale of equity securities, and obtaining loans. The Company intends on financing its future development activities and its working capital needs largely from notes, loans and the sale of public equity securities, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.

NOTE 7 – PROPERTY AND EQUIPMENT

	2011			2010
Computer hardware	$	9,427		$	-
Source code		28,000			-
		37,427			-
Less accumulated depreciation and amortization		(2,357	)		-
Property and Equipment (net)	$	35,070		$	-

Depreciation and amortization expense	$	2,357		$	-

F-11

~~Simultaneous~~GAME ~~with~~FACE ~~such purchase and sale by the Buyer~~GAMING, MrINC. Warren resigned from all his positions with the Company and Felix Elinson and Irving Bader were appointed to the Board of Directors of the Company, and Mr. Elinson was appointed President and Mr. Bader the Secretary. In addition, Mr. Warren canceled 104,666,667 shares of the Company previously owned by him and no longer owns any shares in the Company.

~~On February 22, 2011, the Company entered into an Asset Purchase Agreement~~ (~~the~~F/K/A ~~“Asset~~INTAKE ~~Purchase Agreement”) with Lemberg Consulting~~COMMUNICATIONS, ~~Inc~~INC.~~, a New York corporation (the Seller”~~) pursuant to which the Company acquired certain assets of the Seller in consideration for the issuance of 22,666,667 shares of its common stock. The assets purchased consist of a provisional patent and other intellectual property related to operating multi-platform, multiplayer non-wagering, non-games of chance, such as chess, poker, and backgammon. As a result of the transaction, the Company now owns the domain name www.FaceUpGaming.com.

~~The~~(A ~~Asset~~Development ~~Purchase~~Stage ~~Agreement contained customary representations and warranties from each of the~~ Company and the Seller. The Company did not assume any liabilities in connection with the acquisition, other than the contractual payments due to Icreon Communications Ltd., a company located in India which provides development outsourcing as well as other platform related enhancement and support work. Icreon is to be paid as follows - (i) ~~$25,000 when the platform completes Alpha testing; (ii) $27,500 after beta; and (iii) the remaining $27,500 after user acceptance testing.~~

InNOTES ~~connection~~TO ~~with~~FINANCIAL the acquisition of the assets from the Seller, on February 22, 2011, the Company entered into an Employment Agreement with Felix Elinson, pursuant to which Mr. Elinson became employed as our chief executive officer. As chief executive officer, Mr. Elinson is responsible for developing our business strategies, policies and operations, as well as such duties consistent with his position as the principal executive offer of the Company. In consideration for his services, Mr. Elinson will be compensated with a monthly salary of $7,200 to be paid bi-monthly on the first and fifteenth business day of each month. Commencing upon the earlier to occur of the consummation of an equity financing of $1,000,000 or the first full month in which we have 15,000 paying subscribers, his compensation shall increase to $12,000 per month. Mr. Elinson has agreed not to compete with the Company during the term of his employment and for a period of one and a half years thereafter. Mr. Elinson also agreed not to disclose confidential information. Although the agreement is on a month to month basis, we may terminate Mr. Elinson for cause at any time immediately upon written notice and should he be terminated, he is entitled to compensation accrued through the date of termination.STATEMENTS

(December 31, 2011)

During the year ended December 31, 2011 the company acquired $28,000 of source code for cash.

NOTE 8 - INTANGIBLE ASSETS

On February 22, 2011, the Company acquired from Lemberg Consulting an intangible asset worth $100,000 in a non-cash transaction for 22,666,667 shares of the Company. The company purchased future contracts and pending patents for a gaming system that incorporates voice and video into the gaming experience.

NOTE 9 - CONVERTIBLE DEBT

As of December 31, 2011 the bridge notes payable totaled $656,000. The bridge notes payable were offered by the company during 2011. The bridge notes payable consist of $275,000 of convertible debt and $381,000 of demand notes bearing interest at rates varying from 5.00% to 6.50% per annum.

The convertible debt payable was issued by the Company as follows:

On February 22, 2011 the Company issued convertible debt totaling $175,000, bearing a rate of 8% simple interest per annum. On December 14, 2011, $100,000 was repaid plus accrued interest of $6,466.The remaining Convertible debt of $75,000 in addition to accrued unpaid interest shall be due and payable on January 15, 2012. The principal amount and all unpaid interest accrued on this debt maybe converted by the greater of $0.25 per share or 50% of the average closing bid price of the Common stock on the OTC Bulletin Board, for the 10 trading days ending 5 days before the conversion date. On January 14, 2012, the maturity date was extended to April 15, 2012.

On June 22, 2011 the Company issued a convertible debt totaling $20,000, bearing a rate of 8.0% simple interest per annum. During December 2011, the principle was repaid in the amount of $20,000 plus $758 of accrued interest.

On August 17, 2011, the Company issued a convertible debt in amount of $100,000. The convertible debt bears a rate of 6.5% simple interest per annum. The principal and accrued unpaid interest shall be due and payable on January 15, 2012. As further inducement for the lender to advance the loan, the company granted the convertible debt holder the amount of 250,000 shares Common Stock. The principal amount and all unpaid interest accrued on this debt maybe converted by the greater of $0.05 per share or 50% of the average closing bid price of the Common stock on the OTC Bulletin Board, for the 10 trading days ending 5 days before the conversion date. On January 14, 2012, the maturity date was extended to April 15, 2012.

On October 31, 2011, the Company issued a convertible debt in amount of $100,000. The convertible debt bears a rate of 6.5% simple interest per annum. The principal and accrued unpaid interest shall be due and payable on January 15, 2012. As further inducement for the lender to advance the loan, the company granted the convertible debt holder the amount of 250,000 shares Common Stock. The principal amount and all unpaid interest accrued on this debt maybe converted by the greater of $0.05 per share or 50% of the average closing bid price of the Common stock on the OTC Bulletin Board, for the 10 trading days ending 5 days before the conversion date. On January 14, 2012, the maturity date was extended to April 15, 2012.

F-12

OnGAME ~~February~~FACE 22GAMING, 2011, we entered into a Consulting Agreement with Yitz Grossman pursuant to which he was retained as a consultant to advise us on corporate development and introduce the Company to some of his contacts which may have an interest in investing in the CompanyINC. The term of his agreement is for a period of 3 years and shall automatically be extended for an additional 3 years should we raise at least $3,000,000 gross capital. We agreed to compensate Mr. Grossman with the monthly sum of $10,000 to be paid bi-monthly on the first and fifteenth business day of each month, said payments to commence upon the earlier of the consummation of an equity financing of $2,000,000 or the first full month in which we have 15,000 paying subscribers. Mr. Grossman has also agreed not to compete with the Company during the term of his consultancy and for a period of one and a half years thereafter. Mr. Grossman has also agreed to not to disclosed confidential information. We have the right to terminate him for cause at any time immediately upon written notice and should he be terminated, he is entitled to compensation accrued through the date of termination.

On February 22, 2011, the Company entered into a Consulting Agreement with Lemberg Consulting Inc. for the services of Alex Lemberg, pursuant to which Mr. Lemberg will serve on a month to month basis as a consultant to us and provide technological and technical services, including software data and code creation and edits, template creation and edits, software language modification, creation, implementation and changes to software architecture and backbone relating to search engine and all other services relating to our technological and marketing operations. In consideration for his services, the consultant will be compensated with a monthly salary of $6,000 to be paid bi-monthly on the first and fifteenth business day of each month. ~~Commencing~~(F/K/A ~~upon~~INTAKE ~~the earlier to occur of the consummation of an equity financing of $1~~COMMUNICATIONS,~~000,000~~ ~~or the first full month in which we have 15,000 paying subscribers, the compensation shall increase to $10,000 per month~~INC. Mr. Lemberg has agreed not to compete with the Company during the term of his consultancy and for a period of one and a half years thereafter. Mr. Lemberg has also agreed not to disclose confidential information and that the execution of the agreement and the performance of his duties to the Company do not violate or breach any employment, consulting, or other agreement nor breach of non-competition or similar agreements. We may terminate the consultant for cause at any time immediately upon written notice and should he be terminated, he is entitled to compensation accrued through the date of termination.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(December 31, 2011)

The following table illustrates the carrying value of the demand notes payable and convertible debt:

	December 31, 2011			December 31, 2010
Convertible Note	$	275,000		$	-
Demand Notes		381,000			-
Discount on Convertible Note		(0	)		-
Convertible Note, Net		656,000			-
Less: Current portion of convertible debt		(656,000	)		-
Long term portion of convertible debt	$	-		$	-

The following tables illustrate the fair value adjustments that were recorded related to the derivative financial instruments associated with the convertible debenture financings:

	Year ended December 31, 2011
Derivative income (expense):	Inception		Fair Value Adjustments			Redemptions		Total
Convertible debt	$	-	$	(178,070	)	$	-	$	(178,070	)
	$	-	$	(178,070	)	$	-	$	(178,070	)

The following table illustrates the components of derivative liabilities:

Balance at December 31, 2010	$	-
Change in fair value of derivative liability due to beneficial conversion feature		178,070
Debt redemption		-
Balance at December 31, 2011	$	178,070

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated all subsequent events from the balance sheet through March 14, 2012, which represents the date these financial statements are available to be issued.

On January 18, 2012 the Company secured additional financing through issuance of a 6% demand note payable in the amount of $85,000.

On February 27, 2012 the Company secured additional financing through the issuance of a Note Purchase Agreement, the total not to exceed $500,000. Each note will bear interest at 5% per annum and is payable within six months from the date of issuance or earlier from proceeds of a private offering or through a registration statement. As part of the agreement the Company granted the lender 1,000,000 shares of the Company’s common stock. On February 27, 2012, the Company borrowed $85,000 and has $415,000 available on this financing agreement.

F-13

The Company intends to offer up to $300,000 of such Notes under Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated by the Securities and Exchange Commission.

F-14

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

OnThere ~~April~~were ~~13,~~no ~~2010,~~disagreements ~~the~~with ~~Company~~accountants ~~dismissed~~on ~~Seale~~accounting and ~~Beers,~~financial ~~CPAs~~disclosure asof ~~its~~a ~~independent~~type ~~registered~~described ~~public~~in ~~accounting~~Item ~~firm.~~304 ~~Seale~~(a)(1)(iv) ~~and~~or ~~Beers,~~any ~~CPAs~~reportable ~~had~~event ~~served~~ as ~~our~~described ~~independent~~in ~~registered~~Item ~~public~~304 ~~accounting~~(a)(1)(v) ~~firm since Inception on December 24, 2009. The dismissal~~ of ~~Seale~~Regulation ~~and Beers, CPAs was approved by our Board of Directors on April 13, 2010. Seale and Beers, CPAs did not resign or decline to stand for re~~S-~~election~~K.

The report of Seale and Beers, CPAs dated January 14, 2010 on our balance sheet as of December 31, 2009, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the period from inception on December 24, 2009 through December 31, 2009 did not contain an adverse opinion or a disclaimer of opinion, nor was the report qualified or modified as to uncertainty, audit scope, or accounting principles, except that such report raised substantial doubts on our ability to continue as a going concern.

During our most recent fiscal year and the subsequent interim period up to date of dismissal we had no disagreements with Seale and Beers, CPAs on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which such disagreement if not resolved to the satisfaction of Seale and Beers, CPAs would have caused it to make reference to the subject matter of the disagreement in connection with its report.

On April 15th , 2010 we engaged Lake and Associates, CPA’s as our independent registered public accounting firm. During our two most recent fiscal years and the subsequent interim period prior to retaining Lake and Associates, CPA’s (1) neither we nor anyone on our behalf consulted Lake and Associates, CPA’s regarding (a) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K, and (2) Lake and Associates, CPA’s did not provide us with a written report or oral advice that they concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue.

Item 9A. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS

Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded that our disclosure controls and procedures are effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. We believe our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

~~Management~~Our ofmanagement ~~the Company~~ is responsible for establishing and maintaining adequate internal control over financial reporting. AsInternal control over financial reporting is defined in ~~Rules~~Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, ~~internal~~as ~~control over financial reporting is~~ a process designed by, or under the supervision of, the ~~Company~~company’s principal executive, ~~principal operating~~ and principal financial officers, ~~or persons performing similar functions,~~ and effected by the ~~Company~~company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. and includes those policies and procedures that:

~~The~~● ~~Company’s~~Pertain ~~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 ~~Company’s~~ assets; ~~(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation~~ of ~~financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of~~ the ~~Company are being made only in accordance with authorizations of the Company’s management and directors~~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 the financial statements.

11● 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

~~Because~~● ofProvide ~~its~~reasonable ~~inherent~~assurance ~~limitations,~~regarding ~~internal~~prevention ~~control~~or ~~over~~timely ~~financial~~detection ~~reporting~~of ~~may~~unauthorized ~~not~~acquisition, ~~prevent~~use or ~~detect~~disposition ~~misstatements. Also, projections~~ of ~~any evaluation of effectiveness to future periods are subject to~~ the ~~risk~~company's assets that ~~controls~~could ~~may~~have ~~become~~a ~~inadequate~~material ~~because~~effect ofon ~~changes in conditions, or that~~ the ~~degree~~financial ~~of compliance with the policies or procedures may deteriorate~~statements.

~~The~~Because ~~Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer assessed the effectiveness~~ of ~~the~~its ~~Company’s~~inherent limitations, internal control over financial reporting asmay ofnot ~~December~~prevent ~~31,~~or ~~2010~~detect misstatements. InProjections ~~making this assessment, management used the framework in “Internal Control - Integrated Framework” promulgated by the Committee~~ of ~~Sponsoring~~any ~~Organizations~~evaluation of ~~the~~effectiveness ~~Treadway Commission, commonly referred~~ to asfuture ~~the~~periods ~~“COSO”~~are ~~criteria.~~subject ~~Based~~to on the ~~assessment~~risk ~~performed,~~that ~~management~~controls ~~believes~~may ~~that~~become asinadequate because of ~~December~~changes ~~31,~~in ~~2010~~conditions, ~~the~~or ~~Company’s~~that ~~internal control over financial reporting was effective based upon~~ the ~~COSO~~degree ~~criteria.~~of ~~Additionally,~~compliance ~~based~~with ~~on management’s assessment,~~ the ~~Company~~policies ~~determined~~or ~~that~~procedures ~~there~~may ~~were~~deteriorate. noAll ~~material weaknesses in its~~ internal control ~~over~~systems, no ~~financial~~matter ~~reporting~~how aswell ofdesigned, ~~December~~have ~~31,~~inherent ~~2010~~limitations.

~~This~~Therefore, ~~annual~~even ~~report~~those ~~does~~systems ~~not~~determined ~~include~~to anbe ~~attestation~~effective ~~report~~can ofprovide ~~the~~only ~~Company’s~~reasonable ~~independent~~assurance ~~registered~~with ~~public~~respect ~~accounting~~to ~~firm~~financial ~~regarding~~statement preparation and presentation. Because of the inherent limitations of internal control, ~~over~~there ~~financial~~is ~~reporting.~~a ~~Management’s~~risk ~~report~~that ~~was~~material misstatements may not ~~subject~~be toprevented ~~attestation~~or delected on a timely basis by ~~the~~internal ~~Company’s~~control ~~registered~~over ~~public~~financial ~~accounting~~reporting. ~~firm~~However, ~~pursuant~~these toinherent ~~temporary~~limitations ~~rules~~are known features of the ~~SEC~~financial ~~that~~reporting ~~permit~~process. ~~the~~Therefore, ~~Company~~it is possible to ~~provide~~design ~~only~~into ~~management’s~~the ~~report~~process insafeguards ~~this~~to ~~annual~~reduce, ~~report~~though not eliminate, this risk.

~~Changes~~As of December 31, 2011 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal ~~Controls~~Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

~~During~~The matters involving internal controls and procedures that our management considered to be material weaknesses under the ~~year~~standards ~~ended~~of ~~December~~the ~~31,~~Public ~~2010~~Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, ~~there~~resulting ~~was~~in noineffective ~~change~~oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting ~~that~~processes. ~~has~~The ~~materially~~aforementioned ~~affected,~~material orweaknesses iswere ~~reasonably~~identified ~~likely~~by toour ~~materially~~Officers ~~affect~~in ~~our~~connection ~~internal~~with ~~control~~the ~~over~~review of our financial ~~reporting~~statements as of December 31, 2011.

~~The~~Management ~~Company’s~~believes ~~management,~~any including the chief executive officer and principal financial officer, do not expect that its disclosure controls or internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the ~~control~~matters ~~system~~noted ~~are~~above ~~met.~~could Inresult ~~addition,~~in ~~the design of~~ a ~~control~~material ~~system~~misstatement ~~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 ~~all~~our ~~control~~financial ~~systems,~~statements no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in ~~decision-making~~future ~~can be faulty, and that breakdowns can occur because of simple error or mistake~~periods.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override of the control. The design of any systems of controls is based in part upon 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. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra diligence must be exercised during the period these tasks are combined. Management is aware of the risks associated with the lack of segregation of duties at the Company due to the small number of employees currently dealing with general administrative and financial matters. Although management will periodically reevaluate this situation, at this point it considers the risks associated with such lack of segregation of duties and that the potential benefits of adding employees to segregate such duties do not justify the substantial expense associated with such increases. It is also recognized the Company has not designated an audit committee and no member of the board of directors has been designated or qualifies as a financial expert. The Company should address these concerns at the earliest possible opportunity.13

MANAGEMENT'S REMEDIATION INITIATIVES

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And. we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a full functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented with the next 12 months. Additionally, we plan to test our updated controls and remediate our deficiencies by November 30, 2012.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information.

~~There are no further disclosures~~None. ~~All information that was required to be disclosed in a Form 8-K during the fourth quarter 2010 has been disclosed.~~

1214

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current directors and executive officers.

Name and Business Address	Age	Position
Name	Age	Position
Felix Elinson	4243	President, Chief Executive Officer;, CFO and Director
Irving Bader	7172	Secretary and Director

Felix Elinson has been our President and Chief Executive Officer and a director since February 11, 2011. Mr. Elinson brings to the Company a wide array of experience with marketing, on-line expertise, a proficiency in on-line games and had vast experiences that are helpful to the Company. Since February 2008, Mr. Elinson has served as a Strategic Partner in Mega M LLC, a registered merchant services, credit card processing company in New York., From August 2003 to January 2008, Mr. Elinson served as the Chief Executive Officer of Fresh Start Management Consulting Corp. where he was involved in various types of international commodity trading transactions. From August 2000 to July 2003, heMr. Elinson worked as an independent consultant. From May 1993 to July 2000, Mr. Elinson worked for futures &and commodity firms as a Senior Sales Manager and trader such as Tran World Metals (cotton division, 1993-1997) and ICG (International Commodity Trading Group, Futures Division, 1998-2000).

Irving Bader has been ~~the~~ Secretary and a director of the Company since February 11, 2011. Mr. Bader brings many years of management, organizational and marketing skills to the Company. From 1973 to present, Mr. Bader has been the owner and a director of the Seneca Lake Camp, aan organization engaged in providing summer outdoor sporting activities for children ages 7 to 18. From 2002 to present, Mr. Bader has been the director and anchor for the Jewish Sport Network and from 2005 to present he has been the director of Athletics and an Associate Professor of Physical Education at Touro College. Mr. Bader is also the author of “A Pre-School P.E. Curriculum-An Adaptive Approach and “Motor Education for Retarded and Other Handicapped Children”".

There are no familial relationships among any of our officers or directors, except that Irving Bader is the father-in-law of Yitz Grossman, one of our consultants. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our officers or directors, or any associate of any such officer or director, is a party adverse to us or any of our or has a material interest adverse to us or any of our subsidiaries.

Each director of the Company serves for a term of one year or until such director’s successor is duly elected and is qualified. Each officer serves, at the pleasure of the board of directors, for a term of one year and until such officer’s successor is duly elected and is qualified.

Code of Ethics; Financial Expert

We ~~do not~~ currently have a Code of Ethics applicable to our principal executive, financial and accounting officers. We currently do not have a “financial expert” on the board or an audit committee or nominating committee.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent”.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires executive officers and directors of the Company and persons who own more than ~~ten~~10% ~~percent~~ of a registered class of the Company's equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. AsBased solely on our review of ~~the~~copies ~~fiscal~~of ~~year~~such ~~ended~~reports ~~December~~and ~~31,~~representations ~~2010~~from our executive officers and directors, ~~the~~we ~~Company~~believe ~~was~~that ~~subject~~our toexecutive ~~the~~officers ~~reporting~~and ~~requirement~~directors ofcomplied with all Section 16(a) filing requirements during the fiscal year ended December 31, 2011.

Auditors

Lake and Associates, CPAs, an independent registered public accounting firm, is our auditor.

Code of Conduct

We currently have a Code of Ethics applicable to our principal executive, financial and accounting officers. We do not have a “financial expert” on the board or an audit committee or nominating committee.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Involvement in Certain Legal Proceedings

There are no legal proceedings that have occurred within the past ~~five~~ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Item 11. Executive Compensation.

Summary Compensation

~~Since~~The ~~our~~table ~~incorporation~~below onsets ~~December~~forth ~~24,~~information ~~2009,~~concerning wecompensation ~~have not~~ paid, ~~any~~earned ~~compensation~~or toaccrued by our ~~directors~~chief ~~and~~ executive ~~officers~~officer inand ~~consideration~~each ~~for~~of ~~their services rendered to~~ our ~~Company~~executive inofficers ~~their~~( ~~capacities as~~each ~~such.~~a As“Named ofExecutive ~~December~~Officer”) ~~31,~~for ~~2010,~~the welast ~~had~~two nofiscal ~~employment~~years. ~~agreement~~No ~~with~~other ~~our~~ executive ~~officers~~officer orearned ~~directors.~~compensation Wein ~~have~~excess noof ~~pension~~$100,000 ~~health,~~during ~~annuity,~~our ~~bonus,~~2011 ~~insurance,~~fiscal ~~stock options, profit sharing, or similar benefit plans~~year.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)	Stock Awards($)	Option Awards ($) (10) (11)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Felix Elinson	2011		53,063				0		-0		0		0
President and Chief Executive Officer

Irving Bader	2011						0		-0		0		0
Secretary

In connection with our asset acquisition on February 22, 2011, we entered into an employment agreement with Felix Elinson, pursuant to which Mr. Elinson became employed as our Chief Executive Officer. As Chief Executive Officer, Mr. Elinson is responsible for developing our business strategies, policies and operations, as well as such duties consistent with his position as the principal executive offer of the Company. In consideration for his services, Mr. Elinson is compensated with a monthly salary of $7,200, payable paid bi-monthly on the first and fifteenth business day of each month. Commencing upon the earlier to occur of the consummation of an equity financing of $1,000,000 or the first full month in which we have 15,000 paying subscribers, his compensation will increase to $12,000 per month. Mr. Elinson has agreed not to compete with the Company during the term of his employment and for a period of one and a half years thereafter. Mr. Elinson also agreed not to disclose confidential information. Although the agreement is on a month to month basis, we may terminate Mr. Elinson for cause at any time immediately upon written notice and should he be terminated, he is entitled to compensation accrued through the date of termination.

Since our incorporation on December 24, 2009, no stock options or stock appreciation rights were granted to our directors or executive officers and our directors or executive officers have not exercised any stock options or stock appreciation rights, and do not hold any unexercised stock options. We have no long-term incentive plans.

On February 22, 2011, we entered into a month to month employment agreement with Felix Elinson, our principal executive and financial officer, pursuant to which Mr. Elinson is to receive a monthly salary of $7,200; commencing upon the earlier to occur of the consummation of an equity financing of $1,000,000 or the first full month in which we have 15,000 paying subscribers, his compensation shall increase to $12,000 per month. See Item 13, Certain Relationships and Related Party Transactions below and Director Independence for a full description of said agreement.17

Outstanding Equity Awards

Our directors or executive officers do not hold any unexercised options, stock that had not vested, or equity incentive plan awards.

Compensation of Directors

Since our incorporation on December 24, 2009, no compensation has been paid to our directors in consideration for their services rendered in their capacities as directors.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Florida.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Florida law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

Compensation of Directors

Since our incorporation on December 24, 2009, no compensation has been paid to any of our directors in consideration for their services rendered in their capacity as directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table lists, as of March 2114, ~~2011~~2012, the number of shares of our common stock that are beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of our common stock; (ii) each executive officer and director of our company; and (iii) all executive officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 5057,~~600~~175,~~000~~000shares ~~shares~~ of our common stock issued and outstanding as of March 14, 2012. Unless otherwise indicated, the address of each person listed is c/o Game Face Gaming, Inc., 20 East Sunrise Highway, Valley Stream, NY 11581.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Felix Elinson1 2928 West 5th Street Brooklyn, NY 11224		11,333,333		22.4	%
Felix Elinson (1) 2928 West 5th Street Brooklyn, NY 11224		11,333,333		19.82	%
Irving Bader2		11,333,333		22.4	%
Irving Bader (2)		11,333,333		19.82	%
Punim Chadoshos, LLC		11,333,333		2219.482	%
Elina Leonova3 319 East 24th Street New York, NY 10010		11,333,334		22.4	%
Elina Leonova (3) 319 East 24th Street New York, NY 10010		11,333,334		19.82	%
Directors and officers as a group (2 persons)		22,666,666		4439.86	%

(1 ) Mr. Elinson is ~~the~~ President and Chief Executive Officer and a director of the Company.

(2 ) Mr. Bader, ~~who~~ is ~~the~~ Secretary and a director of the Company, and is the trustee of the ~~trust~~CPT 2011 Trust which owns all of the ~~issued~~membership ~~and~~interests ~~outstanding stock~~ of Punim Chadoshos, LLC, a New York limited liability company.

(3 ) Mrs. Leonova is the wife of Alex Lemberg, a consultant to the Company.

15Punim Chadoshos, LLC has granted a proxy to Alex Lemberg to vote its shares effective upon the Company paying in full and satisfying all its obligations pursuant to the $300,000 private placement offering.

Punim Chadoshos, LLC has granted a proxy to Alex Lemberg to vote its shares in the event that the Company has paid in full and satisfied all its obligations pursuant to the $300,000 of convertible notes that the Company intends to offer and sell in a private placement. 18

Item 13. Certain Relationships and Related Transactions, and Director Independence.

~~For~~On ~~the~~February ~~period ended on December 24~~22, ~~2009,~~2011 we ~~had~~ issued ~~117~~22,~~000~~666,~~000~~667 ~~common~~to ~~shares~~Lemberg toConsulting ~~Ron~~Inc. ~~Warren,~~in ~~who~~consideration ~~was~~of ~~our~~the ~~sole~~intellectual ~~officer~~rights ~~and~~relating ~~director~~to ~~for~~operating amulti-platform, ~~total~~multiplayer ~~consideration~~non-wagering, non-games of ~~$9,000~~chance. On ~~The~~February ~~consideration~~28, ~~was $6~~2011,~~000~~ inLemberg ~~cash~~Consulting ~~and~~transferred ~~a subscription receivable for $3~~11,~~000.~~333,334 ~~The issuance~~ of ~~the~~said shares ~~was made~~ to ~~Mr.~~Elina ~~Warren~~Leonova, anthe ~~individual~~wife ~~who~~of isAlex Lemberg, a ~~sophisticated~~consultant ~~and~~to anthe ~~accredited investor~~Company, ~~therefore~~and 11,333,333 ~~the~~shares ~~issuance~~to ~~was~~Felix ~~exempt from registration of the Securities Act of 1933~~Elinson, asour ~~amended,~~President byand ~~reason~~Chief ofExecutive ~~Section~~Officer 4and ~~(2)~~a ~~of that Act~~director.

On February 22, 2011, wePunim ~~issued 22~~Chadoshos,~~666,666~~ toLLC ~~Lemberg~~a ~~Consulting~~shareholder ~~Inc~~holding 19.82% ~~in consideration~~ of ~~the~~our ~~intellectual~~issued ~~rights~~and ~~relating~~outstanding ~~to operating multi-platform~~stock, ~~multiplayer~~executed ~~non-wagering,~~a non-~~games~~competition/confidentiality ofagreement ~~chance. The~~with ~~issuance of~~ the ~~shares~~Company. Punim ~~was~~Chadoshos ~~exempt~~has ~~from~~granted ~~registration~~a ofproxy ~~the~~to ~~Securities~~Alex ~~Act of 1933, as amended, by reason of Section 4 (2) of that Act.~~ Lemberg ~~Consulting~~to ~~transferred~~vote ~~11,333,334~~its ~~of said~~ shares toeffective ~~Elina~~upon ~~Leonova,~~ the ~~wife~~Company ofpaying ~~Alex~~in ~~Lemberg,~~full aand ~~consultant~~satisfying toall ~~the~~its ~~Company,~~obligations ~~and~~pursuant ~~11,333,333 shares~~ to ~~Felix~~the ~~Elinson~~$300,000 ~~our~~private ~~president~~placement ~~and chief executive officer~~offering.

OnAlex ~~February 22~~Lemberg, ~~2011,~~a consultant to the Company, ~~entered~~is ~~into~~married anto ~~Employment~~Elina ~~Agreement with Felix Elinson~~Leonova, ~~pursuant~~who toholds ~~which Mr~~19.82% ~~Elinson~~of ~~became employed as~~ our ~~chief~~issued ~~executive officer. As chief executive officer, Mr. Elinson is responsible for developing our business strategies, policies~~ and ~~operations,~~outstanding ~~as well as such duties consistent with his position as the principal executive offer of the Company~~stock. InPunim ~~consideration~~Chadoshos ~~for~~has ~~his~~granted ~~services,~~ Mr. ~~Elinson~~Lemberg ~~will be compensated with~~ a ~~monthly~~proxy ~~salary of $7,200~~ to bevote ~~paid~~its ~~bi-monthly~~shares oneffective ~~the first and fifteenth business day of each month. Commencing~~ upon the ~~earlier~~Company topaying ~~occur~~and ofsatisfying ~~the~~in ~~consummation of an equity financing of $1,000,000 or the first~~ full ~~month~~all inits ~~which~~obligations wepursuant ~~have 15,000 paying subscribers, his compensation shall increase~~ to its $12300,000 ~~per~~convertible ~~month.~~notes ~~Mr.~~private ~~Elinson~~placement ~~has agreed not to compete with the Company during the term of his employment and for a period of one and a half years thereafter~~offering. Mr. Elinson also agreed not to disclose confidential information. Although the agreement is on a month to month basis, we may terminate Mr. Elinson for cause at any time immediately upon written notice and should he be terminated, he is entitled to compensation accrued through the date of termination.

AsOn ~~described~~October ~~above~~25, ~~Punim Chadoshos~~2011, we issued a ~~shareholder~~Demand ~~holding~~Note 22in the principal amount of $25,000 to BSF, LLC.4% Lisa Grossman, wife of our ~~issued~~consultant, ~~and~~Yitz ~~outstanding stock~~Grossman, ~~executed~~is a ~~non-competition/confidentiality~~managing ~~agreement~~member ~~with~~k ~~the~~of ~~Company~~BSF, LLC.

~~Alex~~On ~~Lemberg~~each of November 30, a2011, ~~consultant~~December to12, 2011 and December 14, 2011, the Company issued a Demand Note in the principal amount of $25,000, is$75,000 ~~married~~and $106,000, respectively, to ~~Elina~~each ~~Leonova~~of Arevim, ~~who~~Inc., ~~holds~~BFSF, 22LLC and BSF II, LLC respectively.4% ofThe ~~our~~Demand ~~issued~~Notes bear interest at 6% per annum and ~~outstanding~~can ~~stock~~be prepaid by the Company without penalty. InIf ~~addition~~the Demand Notes and accrued interest thereon are not paid within 10 days of demand, ~~Punim~~the ~~Chadoshos~~interest ~~has~~rate ~~granted~~will Mrincrease to 12% retroactive to the date of issuance of the Demand Note. All ~~Lemberg~~principal and accrued interest on the Demand Notes are convertible into shares of the Company’s common stock at the election of the holder at a ~~proxy~~conversion price per share equal to ~~vote~~the ~~its~~lower ~~shares~~of ~~when~~(i) $0.10 and (ii) the closing bid price on the date of conversion. If the Company ~~has~~fails ~~paid~~to intimely ~~full~~pay the Demand Note and ~~satisfied~~accrued ~~all~~interest, ~~its~~it ~~obligations~~will ~~pursuant~~be required to issue to the ~~$300~~holder 20,000 shares, (for the first 30 days), 50,000 shares (for day 31 through 60) and 1,000,000 shares thereafter of ~~convertible~~its ~~notes~~common ~~that~~stock per day. Lisa Grossman, is a managing member of BFSF, LLC and BSF II, LLC. She is the ~~Company~~wife ~~intends~~of Yitz Grossman, a consultant to ~~offer~~the Company, and ~~sell~~president inof Arevim and a ~~private~~managing ~~placement~~member of BFSF, LLC.

On January 18, 2012, the Company issued the BSF II Note in the principal amount of $85,000 to BSF II LLC. The BSF II Note is payable upon demand at any time after February 15, 2012. The BSF II Note bears interest at 6% per annum and can be prepaid by the Company without premium or penalty. Lisa Grossman, is a managing member of BSF II, LLC. She is the wife of Yitz Grossman, a consultant to the Company.

On February 22, 2011, we entered into a Consulting Agreement with Yitz Grossman pursuant to which he was retained as a consultant to advise us on corporate development and introduce the Company to some of his contacts which may have an interest in investing in the Company. The term of the Agreement is for a period of three years and will automatically be extended for an additional three years should we raise at least $3,000,000 gross capital. We agreed to compensate Mr. Grossman with the monthly sum of $10,000 to be paid bi-monthly on the first and fifteenth business day of each month, said payments to commence upon the earlier of the consummation of an equity financing of $2,000,000 or the first full month in which we have 15,000 paying subscribers. Mr. Grossman has also agreed not to compete with the Company during the term of his consultancy and for a period of one and a half years thereafter. Mr. Grossman has also agreed to not to disclosed confidential information. We have the right to terminate him for cause at any time immediately upon written notice and should he be terminated, he is entitled to compensation accrued through the date of termination.

Director Independence

Item 14. Principal Accounting Fees and Services.

Our principal independent accountant is Lake and Associates CPAs. Their pre-approved fees billed to the Company are set forth below:

	Fiscal Year Ended December 31, 2010		Fiscal Year Ended December 31, ~~2009~~2011
Audit Fees	$	4,450	$	316,~~500~~250
Audit Related Fees	$	0	$	0
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0

As of December 31, ~~2010~~2011, the Company did not have a formal documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

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PART IV

Item 15. Exhibits. Financial Statement Schedules.

Exhibit		Document
3.1		Certificate of Incorporation of Registrant (filed as Exhibit 3.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 2, 2010 and incorporated herein by reference)
3.2		By-Laws of Registrant (filed as Exhibit 3.2 the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 2, 2010 and incorporated herein by reference)
3.3		Form of Articles of Amendment to the Articles of Incorporation as filed with the Secretary of State of Florida on January 7, 2011 (filed aas Exhibit 3.3 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2011 and incorporated herein by reference)
4.1		Form of Convertible Promissory Note (filed aas Exhibit 4.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2011 and incorporated herein by reference)
10.1		Asset Purchase Agreement dated February 22, 2011 between Game Face Gaming, Inc. and Lemberg Consulting Inc. (filed a Exhibit 10.1 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)
4.2		Form of Form of Modification and Extension Agreement, dated October 22, 2011 (filed as Exhibit 4.3 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)
10.2		Employment Agreement dated February 22, 2011 between Game Face Gaming, Inc. and Felix Elinson (filed a Exhibit 10.2 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)
4.3		Form of Form of Modification and Extension Agreement, dated January 14, 2011(filed as Exhibit 4.4 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)
10.3		Consulting Agreement dated February 22, 2011 between Game Face Gaming, Inc. and Yitz Grossman (filed a Exhibit 10.3 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)
4.4		Amendment to Note dated October 31, 2011, dated December 14, 2011(filed as Exhibit 4.5 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)
10.4		Consulting Agreement dated February 22, 2011 between Game Face Gaming, Inc. and Lemberg Consulting, Inc. and Alex Lemberg (filed a Exhibit 10.4 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)
4..5		Second Amendment to Note dated August 17, 2011, dated December 14, 2011(filed as Exhibit 4.6 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)
10.5		Non-Competition Agreement dated February 22, 2011 between Game Face Gaming, Inc. and Punim Chadoshos, LLC. (filed a Exhibit 10.5 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)
4.6		Second Amendment to Note dated October 31, 2011, dated January 14, 2012(filed as Exhibit 4.7 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)
10.6		Proxy executed by Punim Chadoshos, LLC. (filed a Exhibit 10.6 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)
4.7		Third Amendment to Note dated August 17, 2011, dated January 14, 2012(filed as Exhibit 4.8 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)
10.7		Contract Agreement dated November 19, 2009 between Icreon Communications (P) Ltd. and Lemberg Consulting Inc. (filed a Exhibit 10.8 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)
4.8		Form of Demand Promissory Note (filed as Exhibit 4.9 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)
10.8		Form of Convertible Note Purchase Agreement (filed a Exhibit 10.8 to Current Report filed with the Securities and Exchange Commission on March 4, 2011 and incorporated herein by reference)
10.9		Poker License Agreement dated March 1, 2011 between Game Face Gaming, Inc. and Atlas Software USA Inc. (filed a Exhibit 10.9 to Current Report filed with the Securities and Exchange Commission on March 4, 2011 and incorporated herein by reference)
10.10		Poker License Agreement dated March 3, 2011 between Game Face Gaming, Inc. and Prodigious Capital Group LLC. (filed a Exhibit 10.10 to Current Report filed with the Securities and Exchange Commission on March 4, 2011 and incorporated herein by reference)
10.11		Subcription Documents and Procedures (filed as Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 2, 2010 and incorporated herein by reference)
14.1		Code of Ethics ((filed as Exhibit 14.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 2, 2010 and incorporated herein by reference)
31		Certification of Principal Executive, Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)
32		Certification of Principal Executive, Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley (filed herewith)

1821

4.9		Demand Promissory Note, dated January 18, 2012 issued to BSF II LLC (filed as Exhibit 4.10 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)

4.10		Promissory Note, dated February 27, 2012, issued to Corporate Debt Consultants LLC (filed as Exhibit 4.11to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)

10.1		Asset Purchase Agreement dated February 22, 2011 between Game Face Gaming, Inc. and Lemberg Consulting Inc. (filed a Exhibit 10.1 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)

10.2		Employment Agreement dated February 22, 2011 between Game Face Gaming, Inc. and Felix Elinson (filed a Exhibit 10.2 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)

10.3		Consulting Agreement dated February 22, 2011 between Game Face Gaming, Inc. and Yitz Grossman (filed a Exhibit 10.3 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)

10.4		Consulting Agreement dated February 22, 2011 between Game Face Gaming, Inc., Lemberg Consulting, Inc. and Alex Lemberg (filed a Exhibit 10.4 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)

10.5		Non-Competition Agreement dated February 22, 2011 between Game Face Gaming, Inc. and Punim Chadoshos, LLC. (filed a Exhibit 10.5 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)

10.6		Proxy executed by Punim Chadoshos, LLC. (filed a Exhibit 10.6 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)

10.7		Contract Agreement dated November 19, 2009 between Icreon Communications (P) Ltd. and Lemberg Consulting Inc. (filed a Exhibit 10.8 to Current Report filed with the Securities and Exchange Commission on February 28, 2011 and incorporated herein by reference)

10.8		Form of Convertible Note Purchase Agreement (filed a Exhibit 10.8 to Current Report filed with the Securities and Exchange Commission on March 4, 2011 and incorporated herein by reference)

10.9		Poker License Agreement dated March 1, 2011 between Game Face Gaming, Inc. and Atlas Software USA Inc. (filed a Exhibit 10.9 to Current Report filed with the Securities and Exchange Commission on March 4, 2011 and incorporated herein by reference)

10.9.1		Modification and Extension Agreement dates ad of April 15, 2011 between Game Face Gaming, Inc. and Atlas Software USA Inc.

10.10		Poker License Agreement dated March 3, 2011 between Game Face Gaming, Inc. and Prodigious Capital Group LLC. (filed a Exhibit 10.10 to Current Report filed with the Securities and Exchange Commission on March 4, 2011 and incorporated herein by reference)

10.10.1		Modification and Extension Agreement dates ad of April 15, 2011 between Game Face Gaming, Inc. and Prodigious Capital Group LLC

10.11		Subscription Documents and Procedures (filed as Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 2, 2010 and incorporated herein by reference)

10.12		Note Purchase Agreement, dated February 27, 2012 between the Company and Corporate Debt Consultants LLC (filed as Exhibit 10.12to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)

10.13		Amendment to Note Purchase Agreement, dated February 27, 2012 between the Company and Corporate Debt Consultants LLC (filed as Exhibit 10.13 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)

10.14		Letter Agreement, dated February 27, 2012, between the Company and Corporate Debt Consultants LLC (filed as Exhibit 10.14 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)

10.15		Addendum to Note Purchase Agreement, dated February 27, 2012, between the Company and Corporate Debt Consultants LLC (filed as Exhibit 10.15 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012 and incorporated herein by reference)

14.1		Code of Ethics ((filed as Exhibit 14.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 2, 2010 and incorporated herein by reference)

31		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith)

32		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

SIGNATURES

InPursuant ~~accordance with~~ to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 , the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GAME FACE GAMING, INC.
Dated: March 24, 2011	By:	/s/Felix Elinson
Dated: March 20, 2012	By:	/s/Felix Elinson
		Name: Felix Elinson
		Felix Elinson
		Title: President, Chief Executive Officer, and Director (Principal Executive, Financial and Accounting Officer)
		President, Chief Executive Officer, and Director (Principal Executive, Financial and Accounting Officer)

InPursuant ~~accordance~~to ~~with~~the requirements of the Securities Exchange ~~Act~~Ac 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.

Dated: March 24, 2011	By:	/s/ Felix Elinson
Dated: March 20, 2012	By:	/s/ Felix Elinson
		Name: Felix Elinson
		Felix Elinson
		Title: President, Chief Executive Officer, and Director (Principal Executive, Financial and Accounting Officer)
		President, Chief Executive Officer, and Director (Principal Executive, Financial and Accounting Officer)

Dated: March 24, 2011	By:	/s/Irving Bader
Dated: March 20, 2012	By:	/s/Irving Bader
		Name: Irving Bader
		Irving Bader
		Title: Secretary and Director
		Secretary and Director

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