gggform6-june1

0001414905-10-000037.txt : 20100601 0001414905-10-000037.hdr.sgml : 20100531 20100601102229 ACCESSION NUMBER: 0001414905-10-000037 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20100601 FILED AS OF DATE: 20100601 DATE AS OF CHANGE: 20100601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gamecorp Ltd. CENTRAL INDEX KEY: 0001040702 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29320 FILM NUMBER: 10868359 BUSINESS ADDRESS: STREET 1: 144 FRONT STREET WEST STREET 2: SUITE 700 CITY: TORONTO STATE: A6 ZIP: M5J 2L7 BUSINESS PHONE: 4162168659 MAIL ADDRESS: STREET 1: 144 FRONT STREET WEST STREET 2: SUITE 700 CITY: TORONTO STATE: A6 ZIP: M5J 2L7 FORMER COMPANY: FORMER CONFORMED NAME: EIGER TECHNOLOGY INC DATE OF NAME CHANGE: 20000118 FORMER COMPANY: FORMER CONFORMED NAME: ALEXA VENTURES INC DATE OF NAME CHANGE: 19970610 6-K 1 gggform6-june1_2010.htm gggform6-june1_2010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2010

Commission File No. 0-29320

Gamecorp Ltd.

(Exact name of Registrant as specified in its charter)

3565 King Road, Suite 102

King City, Ontario L7B 1M3

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

x Form 20-F ¨ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule

101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule

101(b)(7): ¨

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________

SUBMITTED HEREWITH

Exhibits

99.1	Second Quarter Financial Statements
99.2	Second Quarter MD & A
99.3	CEO Certification
99.4	Director Certification

SIGNATURES

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

	Gamecorp Ltd.
	(Registrant)

Date: June 1, 2010	By:	/s/ John G. Simmonds
	Name:	John G. Simmonds
	Title:	Chief Executive Officer

EX-99.1 2 gggmarch31-2010_fs.htm FINANCIAL STATEMENTS gggmarch31-2010_fs.htm

Exhibit 99.1

GAMECORP LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED MARCH 31, 2010

(EXPRESSED IN CANADIAN DOLLARS)

Unaudited, prepared by Management

(Stated in Canadian Dollars)

The unaudited interim consolidated financial statements of Gamecorp Ltd. (the “Company”) have not been reviewed by the auditors of the Company. This notice is being provided in accordance with section 4.3(3)(a) of the National Instrument 51-102 Continuous Disclosure Obligations.

CONTENTS

Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Cash Flows	5
Notes to Consolidated Financial Statements	6 - 24

GAMECORP LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

ASSETS	March 31, 2010 (unaudited)			September 30, 2009
Current
Cash	$	11,000		$	3,000
Short term investments		5,000			5,000
Accounts receivable		18,000			25,000
Prepaid		5,000			-
Notes receivable (note 4)		23,000			23,000
Total Current Assets		62,000			56,000
Investments (note 6)		176,000			327,000
Total Assets	$	238,000		$	383,000
LIABILITIES
Current
Accounts payable and accrued charges	$	1,143,000		$	790,000
Due to related parties (note 7)		425,000			266,000
Notes payable (note 8)		574,000			562,000
Total Current Liabilities		2,142,000			1,618,000
Commitments and Contingencies (note 9)

SHAREHOLDERS’ (DEFICIENCY) EQUITY
Share Capital (note 11)		45,407,000			45,407,000
Contributed Surplus (note 11c)		1,257,000			1,257,000
Deficit		(48,282,000	)		(47,552,000	)
Accumulated Other Comprehensive (Loss) Income		(286,000	)		(347,000	)
Total Shareholders’ (Deficit) Equity		(1,904,000	)		(1,235,000	)
Total Liabilities and Shareholders’ (Deficit) Equity	$	238,000		$	383,000

		APPROVED ON BEHALF OF THE BOARD
	“JOHN G. SIMMONDS” (Director)			“GRAHAM SIMMONDS” (Director)

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

GAMECORP LTD. AND SUBSIDIARIES

Consolidated Statements of Operations

For The Three and Six Months Ended March 31

	For the Three Months Ended March 31, 2010			For the Six Months Ended March 31, 2010			For the Three Months Ended March 31, 2009			For the Six Months Ended March 31, 2009
Revenues	$	-		$	60,000		$	60,000		$	120,000
Expenses
General and administrative		191,000			467,000			281,000			551,000
Amortization of property and equipment		-			-			2,000			4,000
Total Expenses		191,000			467,000			283,000			555,000
Loss from Operations		(191,000	)		(407,000	)		(223,000	)		(435,000	)
Other Income (Expenses)
Interest expense		(2,000	)		(4,000	)		(5,000	)		(9,000	)
Fair value adjustment to derivative financial instrument (note 10)		-			(12,000	)		8,000			14,000
Impairment of due to related parties (note 7)		(128,000	)		(128,000	)		-			-
Equity share of loss of investee		(124,000	)		(176,000	)		(154,000	)		(303,000	)
Writedown of advance to corporation		-			-			-			(5,000	)
Foreign exchange gain		(19,000	)		(36,000	)		61,000			280,000
Total Other Income (Expenses)		(273,000	)		(356,000	)		(90,000	)		(23,000	)

(Loss) from Continuing Operations before Income Taxes		(464,000	)		(763,000	)		(313,000	)		(458,000	)
Provision for income taxes		-			-			-			-
(Loss) from Continuing Operations		(464,000	)		(763,000	)		(313,000	)		(458,000	)
Earnings (Loss) from Discontinued Operations (no tax effect) (note 5)		74,000			33,000			(521,000	)		(529,000	)
Net Earnings (Loss)		(390,000	)		(730,000	)		(834,000	)		(987,000	)
Deficit – beginning of period		(47,892,000	)		(47,552,000	)		(44,753,000	)		(44,600,000	)
Deficit – end of period	$	(48,282,000	)	$	(48,282,000	)	$	(45,587,000	)	$	(45,587,000	)
Earnings Per Weighted Average Number of Shares Outstanding – Basic
Continuing Operations	$	(0.050	)	$	(0.082	)	$	(0.038	)	$	(0.063	)
Net Earnings	$	(0.042	)	$	(0.079	)	$	(0.101	)	$	(0.136	)
Weighted Average Number of Shares Outstanding – Basic		9,207,017			9,207,017			8,241,606			7,236,008

Other Comprehensive Income:
Net Earnings (Loss)	$	(390,000	)	$	(730,000	)	$	(834,000	)	$	(987,000	)
Add: Unrealized holding gain (loss) on marketable securities		30,000			61,000			(37,000	)		(287,000	)

Other Comprehensive Income (Loss)	$	(360,000	)	$	(669,000	)	$	(871,000	)	$	(1,274,000	)

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

GAMECORP LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For The Three and Six Months Ended March 31

	For the Three Months Ended March 31, 2010			For the Six Months Ended March 31, 2010			For the Three Months Ended March 31, 2009			For the Six Months Ended March 31, 2009
Cash Flows from Operating Activities
Net earnings from continuing operations	$	(464,000	)	$	(763,000	)	$	(313,000	)	$	(458,000	)
Adjustments for:
Amortization of property and equipment		-			-			2,000			4,000
Share of equity loss		124,000			176,000			154,000			303,000
Foreign exchange (gain) loss		19,000			36,000			(61,000	)		(280,000	)
Write down of advance to corporation		-			-			-			5,000
Fair value adjustment on derivative financial instrument		-			12,000			(8,000	)		(14,000	)
Changes in Non-Cash Working Capital:
Accounts receivable		17,000			7,000			(1,000	)		52,000
Prepaid expenses and sundry assets		(5,000	)		(5,000	)		10,000			7,000
Accounts payables and accrued charges		151,000			353,000			240,000			288,000
Net funds provided by (used in) continuing operating activities		(158,000	)		(184,000	)		23,000			(93,000	)
Net loss from discontinued operations		-			(41,000	)		(521,000	)		(529,000	)
Adjustments for:
Gain on disposal of investment		74,000			74,000			-			-
Assets and liabilities of discontinued operations		-			-			521,000			529,000
		74,000			33,000			-			-
Cash Flows from Investing Activities:
Increase in investments		-			-			(1,000	)		(23,000	)
Increase (decrease) in advances to/from related parties, net		95,000			159,000			(98,000	)		(139,000	)
(Increase) decrease in note receivable		-			-			125,000			125,000
Net funds provided by (used in) investing activities		95,000			159,000			26,000			(37,000	)
Cash Flows from Financing Activities:
Bank indebtedness		-			-			(9,000	)		(30,000	)
Proceeds on common stock issued		-			-			-			200,000
Repayment of notes payable		-			-			(39,000	)		(39,000	)
(Increase) decrease in short term investments		-			-			15,000			15,000
Net funds provided by (used in) financing activities		-			-			(33,000	)		146,000
Net (Decrease) Increase in Cash		11,000			8,000			16,000			16,000
Cash – beginning of period		-			3,000			-			-
Cash – end of period	$	11,000		$	11,000		$	16,000		$	16,000

Supplemental information provided in note 15.

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

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

1. Organization and Nature of Business

Gamecorp Ltd. (the "Company" or "Gamecorp") was originally incorporated as Alexa Ventures Inc. on September 8, 1986 under the laws of British Columbia. Currently, the Company is in good standing, operating under the laws of Ontario. On May 28, 2008, the Company changed its name from Eiger Technology, Inc. to Gamecorp Ltd. The Company is listed as an issuer on the CNSX and a foreign issuer on the NASD Over-the-Counter Bulletin Board.

The Company is an investment and merchant banking enterprise focused on the development of its investments. The Company’s current primary investments are in the Gaming and Technology sectors. InterAmerican Gaming, Inc. (“InterAmerican”) and Gate To Wire Solutions, Inc. (“Gate To Wire”) are development stage enterprises involved in international gaming ventures. Gamecorp has a legacy investment stake in Newlook Industries Corp. (“Newlook”) (TSX Venture Exchange: NLI), an enterprise with technology investments.

On September 23, 2009, the Company entered into an agreement with Function Mobile Inc. (“FMI”) to acquire the irrevocable world-wide exclusive right to participate in any pending and future mobile lottery, gaming or sweepstakes projects, proposals, services and products that FMI and its subsidiaries and affiliates has or will undertake.

The Company has approved a settlement agreement with Wireless Age Communications, Inc, (“Wireless Age”) a subsidiary of Newlook. The transaction is subject to requisite regulatory and corporate approvals. As part of the settlement agreement, Gamecorp has agreed to transfer 2,200,000 of the issued and outstanding common shares of Newlook Industries Corp. that it currently owns to Wireless Age, representing an approximate 7% stake in the Company. Additionally, Wireless Age will be receiving 4,690,000 of the issued and outstanding common shares of Gate To Wire Solutions, Inc. that Gamecorp owns, which represents an approximate 17% ownership stake. Gamecorp will also assign a note receivable from Gate To Wire Solutions to Wireless Age as part of the settlement agreement.

Departure of an Officer

On March 12, 2010, Mr. Gary Hokkanen resigned as Chief Financial Officer of the Company. The Company is currently looking for a suitable replacement.

2.	Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, in accordance with Canadian generally accepted accounting principles ("GAAP") and accounting principles generally accepted in the United States of America.

The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and contingencies in the normal course of operations.

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

There is doubt about the Company's ability to continue as a going concern as the Company has a working capital deficiency of $2,080,000 and an accumulated deficit of $48,282,000 as at March 31, 2010. The Company's ability to continue as a going concern is dependent upon the Company's ability to raise additional capital, to increase management fees and interest income, and sustain profitable operations. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

The Company believes that future share issuance and increased management fees to existing and future investees will provide sufficient cash flow for it to continue as a going concern in its present form, however, there can be no assurances that the Company will achieve such results. Accordingly, the consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

3.	Significant Accounting Policies

These consolidated financial statements have been prepared in accordance with Canadian GAAP which, except as noted in note 13, is consistent in all material respects with accounting principles generally accepted in the United States of America. The principal accounting policies followed by the Company are as follows:

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Gamecorp and its subsidiaries are presented in Canadian dollars under the accrual method of accounting. All significant intercompany transactions and balances have been eliminated upon consolidation.

The Company has the following subsidiaries:

Name of Corporation	% Ownership
Alexa Properties Inc.*	100%
ETIFF Holdings (BC) Ltd.*	100%
Club Connects Corp.*	100%
EigerNet Inc.*	58.4%
Applied Lighting Technologies Inc.*	75%
Energy Products International Ltd.*	75%
International Balast Corp.*	75%
Call Zone Canada Inc.*	100%
990422 Ontario Ltd.*	100%

* Inactive or holding company only

Discontinued Operations

The Company has recognized the results of its investment in Newlook as discontinued operations. During fiscal 2007 the Company made a decision to dispose of its investment over time to focus on other gaming based opportunities.

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

Short Term Investments

Short term investments are carried at the lower of cost or fair value and consist of guaranteed investment certificates.

Investments

Equity Investments

Equity investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an equity accounted for investment exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method when the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. When an equity accounted for investee issues its own shares, the subsequent reduction in the Company's proportionate interest in the investee is reflected in income as a proportionate interest deemed dilution gain or proportionate interest loss on disposition.

Cost Investments

Investments are recorded at original cost and written down only when clear evidence that a decline in value, other than temporary, has occurred.

Advertising Costs

The Company expenses advertising costs as incurred.

Long-lived Asset Impairment

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability is assessed based on the carrying amount of a long-lived asset compared to the sum of the future undiscounted cash flows expected to result from the use and the eventual disposal of the asset. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Revenue Recognition

Operating revenues are recognized when they are earned, specifically, when services are provided, products are delivered to customers, persuasive evidence of an arrangement exists,

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

amounts are fixed or determinable, and collectability is reasonably assured. The Company's principal sources of revenue were management fees from investees and interest income from loans provided recognized on an accrual basis.

Income Taxes

The Company accounts for and measures future tax assets and liabilities in accordance with the asset and liability method. Under this method, future tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively 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 future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment of the change. When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of t he potential future benefit is taken and no net asset is recognized.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted earnings (loss) per share, according to the treasury stock method, assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted earnings (loss) per share calculation. The diluted earnings (loss) per share calculation assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings (loss) per share. Stock options and share purchase warrants outstanding are not included in the computation of diluted loss per share if their inclus ion would be anti-dilutive.

j) Use of Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Examples of estimates include accrued charges and the composition of future income tax asset and future income tax liability.

Stock Based Compensation

The Company accounts for stock based compensation which includes the issuance of options of equity instruments using the fair value method. The estimated fair value is amortized to expense over the period in which the related services are rendered, which is usually the vesting period of the options. All outstanding options are classified as contributed surplus within shareholders’ equity and carried at their fair value.

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

Foreign Currency Translation

Monetary items denominated in foreign currencies are translated into Canadian dollars at the foreign currency exchange rate in effect at each balance sheet date. Non-monetary items in foreign currencies are translated into Canadian dollars at historical rates of exchange except for those carried at market which are translated at the foreign currency exchange rate in effect at each balance sheet date. Revenues and expenses denominated in foreign currencies are translated into Canadian dollars at the weighted average foreign current exchange rate for the year. Translation gains and losses are included in determining net earnings.

Recent Accounting Pronouncements

In December 2008, the CICA issued Handbook Section 1582, “Business Combinations”, Section 1601, “Consolidated Financial Statements” and Section 1602, “Non-Controlling Interests”. Section 1582 establishes standards for accounting for business combinations and is equivalent to the International Financial Reporting Standards (“IFRS”) standard, IFRS 3 (Revised). The new standards apply to business combinations with an acquisition date on or after January 1, 2011, however earlier adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

Sections 1601 and 1602, together, replace Section 1600, “Consolidated Financial Statements”. Section 1601 establishes standards for the preparation of consolidated financial statements. Section 1602 establishes standards for accounting for non-controlling interest in a subsidiary subsequent to a business combination. It is equivalent to the provisions in IFRS standard, IAS 27 (Revised), “Consolidated and Separate Financial Statements”. The new standards apply to interim and annual consolidated financial statements with fiscal years beginning on or after January 1, 2011. Early adoption is permitted as of the beginning of the fiscal year. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, will be adopted as Canadian GAAP effective January 1, 2011 and will require restatement of the comparative 2010 figures. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

4. Notes Receivable

	March 31, 2010			September 30, 2009
Former optionees	$	23,000		$	23,000
Less : current portion		(23,000	)		(23,000	)
Long term	$	-		$	-

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

On March 31, 2008, the Company sold 3,702,000 Newlook common shares to former optionees who had previously held an option to acquire the Newlook securities (Note 5). The purchase price was $586,000 being the same price per share as the cancelled option exercise price. In payment, the third parties provided non-interest bearing promissory notes totaling $586,000 with varying repayment dates between March 8, 2009 and March 8, 2010. On March 31, 2010 there remained $23,000 outstanding under the notes receivable. The notes receivable are secured by 224,000 Newlook common shares which had a fair value of $52,640 on March 31, 2010.

5.	Discontinued Operations

The Company regards its investment in Newlook as discontinued operations and has done so since fiscal 2007.

During fiscal 2008, options to acquire 1,970,000 Newlook common shares were exercised in March 2008, for proceeds of $269,000 resulting in a gain of $189,000 being recorded. Also in March 2008, the optionees agreed to acquire 3,702,000 Newlook common shares formerly under option (note 4) and the Company agreed to pay a $0.30 cancellation fee on 4,178,000 options (note 8), which effectively cancelled all remaining options granted. The Company recorded a gain of $409,000 as a result of the disposal of 3,702,000 Newlook common shares. The Company acquired a further 1,105,500 Newlook common shares for cash of $731,000.

During the three months ended December 31, 2009, the Company acquired 200,000 Newlook common shares at a cost of $41,000. The Company recorded $41,000 as its share of Newlook losses during the quarter ended March 31, 2010, effectively reducing the Company’s interest to $Nil.

During the three months ended March 31, 2010, the Company sold 489,000 Newlook common shares for net proceeds of $74,000. As the Newlook common shares were reduced to $Nil the Company recognized a gain to the full extent of proceeds received.

On March 31, 2010, the Company held 4,050,000 Newlook common shares representing a 13.3% interest.

The operations of Newlook are presented in the consolidated financial statements as discontinued operations as follows:

	Three months ended March 31, 2010		Six months ended March 31, 2010			Three months ended March 31, 2009			Six months ended March 31, 2009
Share of loss of equity accounted investee	$	-	$	(41,000	)	$	(521,000	)	$	(529,000	)
Gain on disposal of investment		74,000		74,000			-			-
(Loss) from discontinued operations	$	74,000	$	33,000		$	(521,000	)	$	(529,000	)

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

6. Investments

InterAmerican

The Company recorded $124,000 as its share of InterAmerican losses during the three month period ended March 31, 2010.

On March 31, 2010, the Company held 30,662,600 InterAmerican common shares, representing a 45.2% interest valued at $Nil.

Gate To Wire

The Company accounts for its investment in Gate To Wire as available-for-sale investment measured at fair value. Unrealized gains or losses are recorded in accumulated other comprehensive income.

During the six month period ended March 31, 2010, the Company recorded an unrealized gain of $61,000.

On March 31, 2010, the Company held 4,690,000 Gate To Wire common shares, representing a 16.9% interest valued at $176,000.

Investment activity during the six month period ended March 31, 2010 can be summarized as follows:

March 31, 2010

	Equity Share of Loss			Foreign Exchange Gain/(Loss)			Other Comprehensive Gain/(Loss)		Carrying Value		September 30, 2009 Ending Carrying Value
InterAmerican	$	(176,000	)	$	-		$	-	$	-	$	176,000
Gate To Wire		-			(36,000	)		61,000		176,000		151,000
Total	$	(176,000	)	$	(36,000	)	$	61,000	$	176,000	$	327,000

7. Due to Related Parties

Amounts due to related parties are as follows:

	March 31, 2010		September 30, 2009
Newlook and subsidiaries	$	313,000	$	169,000
Officers		112,000		97,000
	$	425,000	$	266,000

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

Amounts due to Newlook bear interest at the Bank of Canada’s prime rate plus 2%, are unsecured and have no specific repayment dates. Of amounts due to officers, $17,000 bears interest at 12%, is unsecured and has no specific terms of repayment. The remaining $95,000 due to an officer does not bear interest, is unsecured and has no specific repayment date.

During the six month period ended March 31, 2010 the Company advanced InterAmerican $85,000 and advanced Gate To Wire $43,000. There is doubt about InterAmerican and Gate To Wire’s ability to continue as a going concern as they have significant working capital deficiencies and are largely reliant upon the Company to finance current operations. As such the Company has determined the collection of amounts due from InterAmerican and Gate To Wire is doubtful and has therefore recorded a charge to income of $128,000.

8.	Notes Payable

Company is obligated to pay $251,000 on the first day of the month for 5 consecutive months beginning May 1, 2008. The Company did not make payments as originally contemplated, however as of September 30, 2008, the Company reduced the promissory notes with cash payments totaling $398,000 and a credit of $240,000, to a note holder who agreed to subscribe for common shares.

On March 31, 2010, the Company remains in default and $574,000 is unpaid under these promissory notes. At March 31, 2010, the fair value of the notes payable was $574,000 and accordingly the Company has recorded a $12,000 charge to income in the current period.

9.	Commitments and Contingencies

Function Mobile Panamanian Project:

On November 19, 2009, Function Mobile Inc. assigned its rights under a letter of intent for a Panamanian project to Gamecorp pursuant to which the Company became obligated to fund approximately $116,000 of capital expenditure and pre breakeven operating costs.

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

10.	Financial Instruments

The Company has classified its financial instruments as follows:

	March 31, 2010				September 30, 2009
	Carrying amount		Fair value		Carrying amount		Fair Value
Financial assets
Cash	$	11,000	$	11,000	$	3,000	$	3,000
Short term investments, held for trading measured at fair value		5,000		5,000		5,000		5,000
Accounts receivable, held-for trading measured at fair value		18,000		18,000		25,000		25,000
Notes receivable, held-for-trading measured at fair value		23,000		23,000		23,000		23,000
Investments, available-for-sale measured at fair value		461,000		176,000		498,000		151,000
	$	518,000	$	233,000	$	554,000		207,000
Financial liabilities
Accounts payable and accrued charges, other financial liability measured at amortized cost	$	1,143,000	$	1,143,000	$	790,000	$	790,000
Due to related parties, other financial liability measured at amortized cost		425,000		425,000		226,000		226,000
Notes payable, held-for-trading measured at fair value		574,000		574,000		573,000		562,000
	$	2,142,000	$	2,142,000	$	1,589,000	$	1,578,000

Held-for-trading assets and liabilities are carried at fair value. Loans and receivables assets and other financial liabilities are initially measured at fair value and subsequently measured at amortized cost using the effective interest method. For accounts receivable, due from or to related parties, bank indebtedness, accounts payable and accrued charges and liabilities of discontinued operations, the carrying amounts approximate fair value because of the short maturity of these instruments. Notes receivable and payables which are non-interest bearing are carried at fair value.

Fair value adjustments to financial instruments are summarized as follows:

	March 31, 2010		September 30, 2009
Notes receivable – note 4	$	-	$	4,000
Notes payable – note 8		12,000		1,000
Total	$	12,000	$	5,000

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

11.	Share Capital

Authorized: 100,000,000 Common Shares without par value.

Issued:

	March 31, 2010				September 30, 2009
	No. of Shares		Amount		No. of Shares			Amount
Beginning of year		9,207,015	$	45,407,000		4,226,093		$	44,286,000
Issued in private placement		-		-		5,000,000			1,100,000
Cancelled		-		-		(23,190	)		(1,000	)
Treasury shares		-		-		4,112			22,000
End of year		9,207,015	$	45,407,000		9,207,015		$	45,407,000

a) Stock Options

The Company awards unconditional stock options to employees, officers, directors and others at the recommendation of the Chief Executive Officer (“CEO”) under an incentive stock plan (the "Plan"). Options are granted at the fair market value of the shares on the day granted, and vest over various terms. Compensation expense is recognized when options are issued over the vesting term.

The following is a continuity schedule of outstanding options for the reporting periods:

	No. of Options			March 31, 2010 WAEP		No. of Options			Fiscal 2009 WAEP

Beginning of year		117,500		$	4.00		237,100		$	6.46
Expired		(75,000	)		4.00		(119,600	)		8.87
Cancelled due to consolidation		-			-		-			-
Issued due to consolidation		-			-		-			-

End of year		42,500		$	4.00		117,500		$	4.00

Under the Plan, at September 30, 2009, the Company has authorized for issuance a maximum of 720,000 options to acquire common shares of the Company of which 677,500 options are available. The total proceeds that would be generated upon exercise of all issued and outstanding options is approximately $170,000.

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

b) Warrants

The following is a continuity schedule of outstanding warrants for fiscal 2009:

	March 31, 2010
	No. of Warrants		WAEP
Beginning of period		357,000		7.50
Expired		-
End of period		357,000

The following table summarizes purchase warrants information outstanding as at September 30, 2009:

No. Outstanding	Expiry Date	Exercisable Date	WAEP
357,000	May 7, 2010	May 7, 2009	7.50

c) Contributed Surplus

Contributed surplus consisted of stock-based compensation of $1,189,000 and $89,000 representing the fair value of warrants as part of financing. During the year ended September 30, 2009, 4,112 treasury shares valued at $22,000, were issued and 23,190 shares valued at $1,000 were cancelled.

September 30, 2008		$	1,278,000
Treasury shares:	- issued (4,112)		(22,000	)
	- cancelled (23,190)		1,000
September 30, 2009 and March 31, 2010		$	1,257,000

12. Related Party Transactions

All transactions within the corporate group are in the normal course of business and are recorded at the exchange value agreed to by the related parties. Inter-company transactions and balances are eliminated upon consolidation.

Service fees charged by directors, officers or corporations owned by management personnel during the six month period ended March 31, 2010 totaled $220,000 (2009 - $367,000).

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

Management fees earned from investees during the six month period ended March 31, 2010 totaled $60,000 (2009 - $120,000)

Included in accounts payable are payables to directors, officers or corporations owned by management personnel of $883,000 (Sept. 2009 - $586,000).

13.	Reconciliation between Canadian and United States Generally Accepted Accounting Principles

These consolidated financial statements have been prepared in accordance with Canadian GAAP which differs in certain respects from U.S. GAAP. There were no material differences between Canadian and U.S. GAAP.

In September 2006, Financial Accounting Standards Board (“FASB”) issued Statement of Accounting Standards (“SFAS”) No. 158, “Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)” ("SFAS 158") . The Company has adopted SFAS 158 except for the requirement to measure plan assets and benefit obligations as of the date of the Company's fiscal year-end statement of financial position which is effective to fiscal years beginning after December 15, 2008. The Company is currently assessing the potential impact that the adoption of SFAS 158 could have on its consolidated financial statements.

In December 2007, FASB issued SFAS No. 141 (revised 2007), “Business Combinations” ("SFAS 141(R)"). This statement replaces SFAS No. 141, “Business Combinations” and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS 141(R) also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other am ounts determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)'s requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS 141(R) amends SFAS No. 109, “Accounting for Income Taxes”, to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. It also amends SFAS 142, “Goodwill and Other Intangible Assets”, to, among other things, provide guidance on the impairment testing of acquired research and development intangible assets and assets that the acquirer intends not to use. SFAS 141(R) applies prospectively to business combinations for which the acquisition dat e is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently assessing the potential impact that the adoption of SFAS 141(R) could have on its consolidated financial statements.

In December 2007, FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” ("SFAS 160"). SFAS 160 amends Accounting Research Bulletin 51, “Consolidated Financial Statements”, to establish accounting and reporting standards for the noncontrolling interest

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated fina ncial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently assessing the potential impact that the adoption of SFAS 160(R) could have on its consolidated financial statements.

In February 2008, FASB issued FASB Staff Position (“FSP”) on SFAS No. 140-3, “Accounting for Transfers of Financial Assets and Repurchase Financing Transactions” (“FSP SFAS 140-3”). The objective of this FSP is to provide guidance on accounting for a transfer of a financial asset and a repurchase financing. This FSP presumes that an initial transfer of a financial asset and a repurchase financing are considered part of the same arrangement (linked transaction) under SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” ("SFAS 140"). However, if certain criteria are met, the initial transfer and repurchase financing shall not be evaluated as a linked transaction and shall be evaluated separately under SFAS No.

140. FSP SFAS 140-3 is effective for financial statements issued for fiscal years beginning after November 15, 2008, and interim periods within these fiscal years. Earlier application is not permitted. The Company is currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial statements.

In February 2008, FASB issued FSP on American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) 07-1-1, “Effective Date of AICPA Statement of Position 07-1” (“FSP SOP 07-1-1”). FSP SOP 07-1-1 delays indefinitely the effective date of AICPA Statement of Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies'' ("SOP No. 07-1"). SOP No. 07-1 clarifies when an entity may apply the provisions of the Guide. Investment companies that are within the scope of the Guide report investments at fair value; consolidation or use of the equity method for inv estments is generally not appropriate. SOP No. 07-1 also addresses the retention of specialized investment company accounting by a parent company in consolidation or by an equity method investor. The Company is currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial statements.

In March 2008, FASB issued SFAS 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133" ("SFAS 161"). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Company is currently assessing the potential impact that the adoption of SFAS 161 could have on its consolidated financial statements.

In April 2008, FASB issued FSP SFAS 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP SFAS 142-3"). FSP SFAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (revised 2007), “Business Combinations”, and other US GAAP. FSP SFAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interi m periods within those fiscal years. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. Early adoption is prohibited. The Company is currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial statements.

In May, 2008, FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, "Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants." Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginn ing after December 15, 2008, and interim periods within those fiscal years. Early adoption is not permitted. The Company is currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial statements.

In May 2008, FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States (the GAAP hierarchy). SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles". The Company is currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial statements.

In June 2008, FASB issued FSP EITF Issue 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method described in paragraphs 60 and 61 of SFAS No. 128, “Earnings per Share”. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. The Company is

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial statements.

In September 2008, FASB issued FSP SFAS 133-1 and FIN 45-4, "Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161" (“FSP SFAS 133-1 and FIN 45-4”). FSP SFAS 133-1 and FIN 45-4 amends FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”, to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. FSP SFAS 133-1 and FIN 45-4 also amends FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others̶ 1;, to require an additional disclosure about the current status of the payment/performance risk of a guarantee. Further, FSP SFAS 133-1 and FIN 45-4 clarifies the Board’s intent about the effective date of FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. FSP SFAS 133-1 and FIN 45-4 is effective for reporting periods (annual or interim) ending after November 15, 2008. The Company is currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial statements.

In October 2008, FASB issued FSP SFAS 157-3, "Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active"” (“FSP SFAS 157-3”). FSP SFAS 157-3 clarifies the application of FASB Statement No. 157, “Fair Value Measurements”, in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP SFAS 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. The adoption did not have a material impact on the Company’s financial position or results of operations.

In December 2008, FASB issued FSP SFAS 140-4 and FIN 46 (R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities” (“FSP SFAS 140-4 and FIN 46 (R)”). FSP SFAS 140-4 and FIN 46 (R) amends FASB SFAS 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, to require public entities to provide additional disclosures about transfers of financial assets. It also amends FASB SFAS 46 (revised December 2003), “Consolidation of Variable Interest Entities”, to require public enterprises, including sponsors that have a variable interest in a variable interest entity, to provide additional disclosures about their involvement with variable interest entities. Additionally, this FSP re quires certain disclosures to be provided by a public enterprise that is (a) a sponsor of a qualifying special purpose entity (“SPE”) that holds a variable interest in the qualifying SPE but was not the transferor (nontransferor) of financial assets to the qualifying SPE and (b) a servicer of a qualifying SPE that holds a significant variable interest in the qualifying SPE but was not the transferor (nontransferor) of financial assets to the qualifying SPE. The disclosures required by FSP SFAS 140-4 and FIN 46 (R)” are intended to provide greater transparency to financial statement users about a transferor’s continuing involvement with transferred financial assets and an enterprise’s involvement with variable interest entities and qualifying SPEs. FSP SFAS 140-4 and FIN 46 (R) is effective for reporting periods (annual or interim) ending after December 15, 2008. The Company is currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial statements.

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

In December 2008, FASB issued FSP SFAS 132(R)-1, “Employers' Disclosures about Postretirement Benefit Plan Assets” (“FSP SFAS 132 (R)-1”). FSP SFAS 132(R)-1 amends SFAS 132(R) to provide guidance on an employer's disclosures about plan assets of a defined benefit pension or other postretirement plan. It also includes a technical amendment to SFAS 132( R) that requires a non-public entity to disclose net periodic benefit cost for each annual period for which a statement of income is presented. FSP SFAS 132(R)-1 is effective for fiscal years ending after December 15, 2009. The Company is currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial statements.

In April 2009, FASB issued FSP SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP SFAS 157-4”),which provides guidance for making fair value measurements more consistent with the principles presented in SFAS 157. FSP SFAS 157-4 provides additional authoritative guidance in determining whether a market is active or inactive, and whether a transaction is distressed. It is applicable to all assets and liabilities (e.g. financial and nonfinancial) and will require enhanced disclosures. It is effective for interim and annual reporting periods ending after June 15, 2009. The Company has adopted this standard for the period ended September 30, 2009 with no impact on its cons olidated financial statements.

In April 2009, FASB issued FSP SFAS 115-2 and SFAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”, (“FSP SFAS 115-2 and SFAS 124-2”) which provides additional guidance to provide greater clarity about the credit and noncredit component of any other-than-temporary impairment event related to debt securities and to more effectively communicate when an other-than-temporary impairment event has occurred. It is effective for interim and annual reporting periods ending after June 15, 2009. The adoption did not have a material impact on the Company’s financial position or results of operations.

In April 2009, FASB issued FSP SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”, (“FSP SFAS 107-1 and APB 28-1”) which amends SFAS 107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial instruments in interim as well as in annual financial statements. FSP SFAS 107-1 and APB 28-1 also amends APB Opinion 28, “Interim Financial Reporting”, to require those disclosures in all interim financial statements. It is effective for interim periods ending after December 31, 2009. The Company does not anticipate its adoption having a material impact on its consolidated financial statements.

In April 2009, FASB issued FSP SFAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”, (“FSP SFAS141(R)-1”), which amends and clarifies SFAS 141 (revised 2007), “Business Combinations”, to address application issues raised by preparers, auditors, and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. It is effective for assets and liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company has adopted this standard for the period ended September 30, 2009 with no impact on its consolidated financial statements.

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

In April 2009, the SEC released Staff Accounting Bulletin No. 11, “Other Than Temporary Impairment of Certain Investments in Equity Securities” (“SAB 111”), which amends SAB Topic 5-M, “Other Than Temporary Impairment of Certain Investments in Debt and Equity Securities”. SAB 111 notes that FSP SFAS 115-2 and SFAS 124-2 were scoped to debt securities only, and the FSP referred readers to SEC SAB Topic 5-M for factors to consider with respect to other-than-temporary impairments for equity securities. With the amendments in SAB 111, debt securities are excluded from the scope of Topic 5-M, but the SEC staff’s views on equity securities are still included within the topic. The Company currently does not have any financial assets that are other-than-temporary impaired.

In May 2009, FASB issued SFAS 165 “Subsequent Events”, (“SFAS 165”) , which establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statement are issued or available to be issued. In particular, SFAS 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements’ and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. It is effective for interim and annual period s ending after June 15, 2009. The Company has adopted this standard for the period ended September 30, 2009 with no impact on its consolidated financial statements.

In June 2009, the FASB issued SFAS 166 "Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140." This standard eliminates the concept of a qualifying special purpose entity ("QSPE") and modifies the derecognition provisions in SFAS 140. This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The Company is currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial statements.

In June 2009, the FASB issued SFAS 167 "Amendments to FASB Interpretation No. 46(R)." This statement amends the consolidation guidance applicable to variable interest entities and is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2009. The Company is currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial statements.

In June 2009, the FASB issued SFAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168 provides for the FASB Accounting Standards Codification (“ASC”) to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (GAAP). The ASC did not change GAAP but reorganizes the literature. SFAS 168 was effective for interim and annual periods ending after September 15, 2009. The adoption of this statement did not have a material impact on the Company’s consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, “Measuring Liabilities at Fair Value” (“ASU 2009-05”), which clarifies, among other things, that when a quoted price in an active market for the identical liability is not available, an entity must measure fair value

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

using one or more specified techniques. ASU 2009-05 was effective for the first reporting period, including interim periods, beginning after issuance. The Company will adopt the update effective October 1, 2009 and expects the adoption will not have a material impact on its consolidated financial statements.

In September 2009, the FASB issued ASU 2009-12, “Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (“ASU 2009-12”). This update permits the measurement of fair value of an investment, within the scope of this update, on the basis of the net asset value per share of the investment if the net asset value of the investment is calculated in a manner consistent with the measurement principles of Topic 946 as of the measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. ASU 2009-12 is effective for interim and annual periods ending after December 15, 2009. The Company is currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial stat ements.

In October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”). ASU 2009-13 applies to revenue arrangements currently in the scope of FASB ASC Subtopic 605-25, “Multiple Element Arrangements”, and provides principles and application guidance on whether arrangements with multiple deliverables exist, how the deliverables should be separated, and the consideration allocated to the deliverables. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is currently reviewing the effect, if any; the proposed guidance will have on its consolidated financial statements.

14. Capital Disclosures

The Company’s primary objectives with respect to its capital management is to maximize shareholder returns while ensuring that the Company is capitalized in a manner which appropriately supports regulatory requirements, working capital needs and the development of its investments. The Company’s capital management practices are focused on preserving the quality of its financial position by maintaining a solid capital base and strong balance sheet.

The Company’s capital is primarily utilized to support working capital requirements, fund the development of its investments and to identify and evaluate other development stage opportunities. The Company is not subject to externally imposed capital requirements and its investments have complied with all regulatory capital requirements.

To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or debt instruments. The Company includes equity, comprised of issued common shares, and convertible debt or debentures, in the definition of capital.

GAMECORP LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For The Three and Six Months Ended March 31, 2010

15. Supplemental Cash Flow Disclosure

During the six month period ended March 31, 2010 and 2009 the Company had cash flows arising from interest paid as follows:

	2010		2009

Interest paid	$	4,000	$	9,000
Income taxes paid	$	-	$	-

During the six month period ended March 31, 2010 the Company did not have any non-monetary transactions:

During the six month period ended March 31, 2009 the Company did not have any non-monetary transactions.

16.	Economic Dependence

A substantial portion of the Company's revenue is derived from management fees charged to investees. The following management fees are recorded in the consolidated financial statements for the six months ended:

	March 31, 2010		March 31, 2009

InterAmerican	$	45,000	$	90,000
Gate to Wire		15,000		30,000

	$	60,000	$	120,000

17. Segmented Information

In 2010 and 2009 the Company operated in only one segment known as corporate. All assets and liabilities in these financial statements belong to Gamecorp.

18.	Subsequent Events

On April 28, 2010 Mr. Jason Moretto resigned as President, Chief Operating Officer and Director of the Company.

EX-99.2 3 gggmarch31-2010_mda.htm MD & A gggmarch31-2010_mda.htm

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE THREE and SIX MONTH PERIOD ENDED MARCH 31, 2010

May 31, 2010

The following discussion and analysis of operating results and financial position is supplementary to, and should be read in conjunction with the unaudited financial statements for the three and six month period ended March 31, 2010 of Gamecorp Ltd. (“Gamecorp” or the “Company”). The consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada. All monetary amounts are expressed in Canadian dollars.

FORWARD-LOOKING INFORMATION

The discussion and analysis and other sections of this report contain forward-looking statements. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause results to differ materially from those contemplated by these forward-looking statements. Management considers the assumptions on which these forward-looking statements are based to be reasonable at the time the statements were prepared, but cautions the reader that they could cause actual results to differ materially from those anticipated.

COMPANY PROFILE

Gamecorp Ltd.

Gamecorp Ltd. was originally incorporated as Alexa Ventures Inc. on September 8, 1986 under the laws of British Columbia. Currently, the Company is in good standing, operating under the laws of Ontario. Gamecorp is an investment and merchant banking enterprise focused on the development of its investments. The Company’s current key investments are in the gaming and technology sectors. InterAmerican Gaming, Inc. (“InterAmerican”) (National Association of Securities Dealers Over-the-Counter-Bulletin-Board, “OTCBB”: IAGM), and Gate To Wire Solutions, Inc. (“Gate To Wire”) (OTCBB: GWIR) are development stage enterprises involved in international gaming ventures. Gamecorp has a legacy investment stake in Newlook Industries Corp. (“Newlook”) (TSX Venture Exchange: NLI), an ente rprise with technology investments.

In general, the Company participates in the early-stage development of gaming projects. Gamecorp provides management, administration, early funding and other assistance to its investees. Strategic leadership of the Company is provided by the Company’s Chief Executive Officer, John G. Simmonds. Mr. Simmonds has extensive business experience in sourcing, reorganizing and operating businesses in various operating segments.

Gamecorp is a public company listed as symbol “GGG” on the Canadian National Stock Exchange (CNSX) and as “GAIMF” on the OTCBB.

Gamecorp’s corporate office is located at 3565 King Road, Suite 102, King City, Ontario L7B 1M3 and has three executive staff members being the officers of the Company. As of March 31, 2010, there were 9,207,017 common shares outstanding.

As of March 31, 2010, the Company held a 45.2% ownership position in InterAmerican, and a 16.9% ownership position in Gate To Wire. The Company’s ownership interest in Newlook was 13.3% at March 31, 2010

The Company has approved a settlement agreement with Wireless Age Communications, Inc, a subsidiary of Newlook Industries Corp. The transaction is subject to requisite regulatory and corporate approvals. As part of the settlement agreement, Gamecorp has agree to transfer 2,200,000 of the issued and outstanding common shares of Newlook Industries Corp. that it currently owns to Wireless Age, representing an approximate 7% stake in the Company. Additionally, Wireless Age will be receiving 4,690,000 of the issued and outstanding common shares of Gate To Wire Solutions, Inc. that Gamecorp owns, which represents a 16.9% ownership stake. Gamecorp will also assign a note receivable from Gate To Wire Solutions to Wireless Age as part of the settlement agreement.

Departure of an Officer and a Director

On March 12, 2010, Mr. Gary Hokkanen resigned as Chief Financial Officer of the Company. The Company is currently looking for a suitable replacement.

On April 28, 2010 Mr. Jason Moretto resigned as President, Chief Operating Officer and Director of the Company.

InterAmerican

InterAmerican is a development stage entity whose business objective is to invest in international gaming development opportunities. InterAmerican acquired InterAmerican Gaming, Corp. which is involved in Latin American and Caribbean gaming opportunities.

Gate To Wire

Gate To Wire is a development stage entity whose business strategy and direction is to develop and operate a horseracing video distribution venture in international markets.

Gate To Wire and InterAmerican often market their business opportunities in a coordinated manner.

Newlook

Newlook is a merchant banking entity assembling investments in renewable energy and technology opportunities in Canada. The operations of Newlook have been categorized as discontinued operations. The Company intends to dispose of its investment in Newlook in order to generate capital for investment in gaming opportunities.

SELECTED FINANCIAL INFORMATION

Summarized selected consolidated financial information with respect to the Company for the three month period ended March 31, 2010 and 2009 is as follows:

	2010			2009

Total revenues	$	-		$	60,000
(Loss) from continuing operations		(464,000	)		(313,000	)
Earnings/(loss) from discontinued operations		74,000			(521,000	)
Net loss		(390,000	)		(834,000	)

(Loss) per share from continuing operations		(0.050	)		(0.038	)
Earnings/(loss) per share from discontinued operations		0.008			(0.063	)
(Loss) per share		(0.042	)		(0.101	)

Total assets		238,000			2,275,000
Total liabilities		2,142,000			1,399,000
Shareholders’ equity (deficit)		(1,904,000	)		876,000

Cash dividends declared		-			-

RESULTS OF OPERATIONS

For the Three Month Period Ended March 31, 2010 compared to 2009

Continuing Operations

The Company recorded a loss from continuing operations of $464,000 during the three month period ended March 31, 2010 compared to a loss of $313,000 during the comparative period in the prior year.

Revenues of continuing operations during the three month period ended March 31, 2010 were $Nil compared to $60,000 during the comparative period in the prior year. The Company’s principal source of revenue has been from management fees from investees InterAmerican and Gate To Wire. The Company determined the collection of amounts from InterAmerican and Gate To Wire is doubtful and have not recorded the revenue attributed to the management fees.

General and administrative expenses were $191,000 during the period ended March 31, 2010 down from $281,000 during the comparative prior period in the prior year. The Company is intimately involved in the development of its investments and compensates its officers for strategic leadership and hires consultants, either directly in the investee or at the Gamecorp level, to assist in the development of investee projects. General and administrative expenses during the three month period ended March 31, 2010 included consulting costs of approximately $18,000, management fees to executive management of $103,000, salaries and wages of $20,000, director’s fees of $20,000, accounting fees of $9,000, travel costs of $9,000 and miscellaneous costs of $12,000. General and administrative expenses during the three month period ended March 31, 2009 included consulting costs of approximately $63,000, management fees to executive management of $117,000, accounting fees of $28,000, travel costs of $19,000 and miscellaneous costs of $54,000.

Amortization of equipment totaled $Nil in the current period and $2,000 in the prior period. During the fiscal year ended September 30, 2009, the Company relocated its offices and disposed of all furniture, fixtures and computer equipment.

The Company recorded other expenses totaling $273,000 in the three month period ended March 31, 2010 compared to other expenses totaling $90,000 in 2009. The reason for the increase is primarily attributable to impairment of amounts due from related parties.

Interest expense during the current period was $2,000 compared to $5,000 during the prior period. Amounts due to Newlook bear interest at the Bank of Canada’s prime rate plus 2%, are unsecured and have no specific repayment dates. The loan provided by the officer bears an interest rate of 12% per annum. Management anticipates higher levels of interest expense in 2010 due to comparatively higher levels of utilization of loans to fund day to day expenses rather than the sale of investments.

During the six months ended March 31, 2010 the Company advanced InterAmerican $85,000 and advanced Gate To Wire $43,000. There is doubt about InterAmerican and Gate To Wire’s ability to continue as a going concern as they have significant working capital deficiencies and are largely reliant upon the Company to finance current operations. As such the Company has determined the collection of the amounts due from InterAmerican and Gate To Wire is doubtful and has therefore recorded a charge to income of $128,000.

The Company recorded for the three month period ending March 31, 2010, a $124,000 equity share of InterAmerican losses. The Company holds approximately 46.9% of InterAmerican.

The Company recorded foreign exchange losses of $19,000, during the three month period ended March 31, 2010 and foreign exchange gains of $61,000 during the comparative period in the prior year. Foreign exchange gains and losses are incurred upon the translation of US dollar assets converted into Canadian dollars during a period of Canadian dollar decreasing vis-à-vis the US dollar. The Company does not hedge this translation risk.

As a result of the costs incurred, the Company incurred a loss from continuing operations of $464,000 during the three month period ended March 31, 2010, substantially higher than the prior period. Management is hopeful that the gap between costs incurred that are not recovered from charges to investees will decrease in the future. Operating costs that are not recovered are paid from the proceeds of the sale of investments; however the business of the Company is not to spend gains arising from the disposal of investments on cash operating costs but rather on development of new investments.

Loss per share from continuing operations during the three month period ended March 31, 2010 were $(0.050) compared to a loss per share of $(0.038) in the comparative period in the prior year.

Discontinued Operations

As described earlier in this report, during fiscal 2007, management made the decision to dispose of its investment in Newlook. For this reason, the operating results of Newlook have been regarded as discontinued operations in the consolidated statement of operating results.

On March 31, 2010, the Company held 4,050,000 Newlook common shares representing a 13.3% interest.

Earnings per share from discontinued operations during the three month period ended March 31, 2010 were $0.008 and a loss of $(0.063) in the previous period.

For the Six Month Period Ended March 31, 2010 compared to 2009

Continuing Operations

The Company recorded a loss from continuing operations of $763,000 during the six month period ended March 31, 2010 compared to a loss of $458,000 during the comparative period in the prior year.

Revenues of continuing operations during the six month period ended March 31, 2010 were $60,000 compared to $120,000 during the comparative period in the prior year. The revenues of the Company for the current period are management fees charged to its investees and consisted of $45,000 charged to InterAmerican and $15,000 to Gate To Wire. The Company’s principal source of revenue has been from management fees from investees InterAmerican and Gate To Wire. The Company determined the collection of amounts from InterAmerican and Gate To Wire is doubtful and have not recorded the revenue attributed to the management fees for the three months ended March 31, 2010.

General and administrative expenses were $467,000 during the period ended March 31, 2010 up from $551,000 during the comparative period in the prior year. The Company is intimately involved in the development of its investments and compensates its officers for strategic leadership and hires consultants, either directly in the investee or at the Gamecorp level, to assist in the development of investee projects. General and administrative expenses during the six month period ended March 31, 2010 included consulting costs of approximately $81,000, management fees to executive management of $220,000, salaries and wages of $61,000, director’s fees of $27,000, accounting fees of $21,000, travel costs of $19,000 and miscellaneous costs of $38,000. Management expects the general and administrative expenses to trend higher during fiscal 2 010 as projects of investees become more material.

Amortization of equipment totaled $Nil in the current period and $4,000 in the prior period. During the fiscal year ended September 30, 2009, the Company relocated its offices and disposed of all furniture, fixtures and computer equipment.

The Company recorded other expenses totaling $356,000 in the six month period ended March 31, 2010 compared to other expenses totaling $23,000 in 2009. The reason for the increase is primarily attributable to a $128,000 impairment of amounts due from related parties during the six months ended March 31, 2010 and a $280,000 foreign exchange gain for the six months ended March 31, 2009.

Interest expense during the current period was $4,000 compared to $9,000 during the prior period. Amounts due to Newlook bear interest at the Bank of Canada’s prime rate plus 2%, are unsecured and have no specific repayment dates. The loan provided by the officer bears an interest rate of 12% per annum. Management anticipates higher levels of interest expense in 2010 due to comparatively higher levels of utilization of loans to fund day to day expenses rather than the sale of investments.

During the six month period ended March 31, 2010 the Company recorded a $12,000 loss associated with the fair value of a non-interest bearing note payable issued to certain other former optionees (Note 4).

During the six month period ended March 31, 2010 and 2009, the Company recorded losses of $Nil and $5,000, respectively, on the write down of an advance to a corporation.

The Company recorded for the six month period ending March 31, 2010, a $176,000 equity share of InterAmerican losses. The Company holds approximately 46.9% of InterAmerican.

The Company recorded foreign exchange losses of $36,000, during the six month period ended March 31, 2010 and foreign exchange gains of $280,000 during the comparative period in the prior year. Foreign exchange gains and losses are incurred upon the translation of US dollar assets converted into Canadian dollars during a period of Canadian dollar decreasing vis-à-vis the US dollar. The Company does not hedge this translation risk.

The Company incurred a loss from continuing operations of $763,000 during the six month period ended March 31, 2010, substantially higher than the prior period. Management is hopeful that the gap between costs incurred that are not recovered from charges to investees will decrease in the future. Operating costs that are not recovered are paid from the proceeds of the sale of investments; however the business of the Company is not to spend gains arising from the disposal of investments on cash operating costs but rather on development of new investments.

Loss per share from continuing operations during the six month period ended March 31, 2010 was $(0.082) compared to a loss per share of $(0.063) in the comparative period in the prior year.

Discontinued Operations

During the six months ended March 31, 2010, the Company sold 489,000 Newlook common shares for net proceeds of $74,000. As the Newlook common shares were reduced to Nil the Company recognized a gain to the full extent of proceeds received.

On March 31, 2010, the Company held 4,050,000 Newlook common shares representing a 13.3% interest.

Earnings per share from discontinued operations during the six month period ended March 31, 2010 was $0.003 and a $(0.073) loss per share in the previous period.

SUMMARY OF QUARTERLY RESULTS

The following table presents selected financial data of the Company for its last eight quarters as reported in the particular period:

$000s (except EPS)
Quarter	Q2		Q1		Q4		Q3		Q2		Q1		Q4		Q3
Fiscal Yr.	2010		2010		2009		2009		2009		2009		2008		2008

Revenue	-		60		60		62		60		60		65		94

Income (loss) before unusual items	(464	)	(299	)	(1,826	)	(434	)	(313	)	(145	)	(1,021	)	(265	)

Net income (loss)	(390	)	(340	)	(1,531	)	(434	)	(834	)	(153	)	(603	)	(245	)

EPS (LPS) before unusual items	(0.050	)	(0.032	)	(0.197	)	(0.057	)	(0.063	)	(0.023	)	(0.237	)	(0.063	)

Earnings (loss) per share	(0.042	)	(0.037	)	(0.187	)	(0.057	)	(0.101	)	(0.025	)	(0.142	)	(0.058	)

LIQUIDITY

The most significant assets of the Company are its investments in InterAmerican, Gate To Wire and Newlook. The carrying amount of these investments at March 31, 2010 was $176,000. In addition the Company holds notes receivable, valued at $23,000 from former optionees.

On March 31, 2010, the Company held 30,662,600 InterAmerican common shares carried at $Nil, representing a 45.2% interest.

As of March 31, 2010, the Company held 4,050,000 Newlook common shares, carried at $Nil, representing a 13.3% interest.

Total liabilities were $2,142,000 at March 31, 2010 up substantially from $1,618,000 at September 30, 2009. The increase is primarily attributable to a $159,600 increase in amounts due to related parties and a $353,000 increase in accounts payable and accrued charges.

Accounts payable and accrued charges increased from $790,000 at September 30, 2009 to $1,143,000 at March 31, 2010. The increase arose from business activity associated with the development of business gaming investment opportunities.

Amounts due to related parties increased from $266,000 at September 30, 2009 to $425,000 as at March 31, 2010. Amounts due to related parties were unsecured and had no specific repayment dates. Amounts due to Newlook bear interest at the Bank of Canada’s prime rate plus 2%, are unsecured and have no specific repayment dates. Of amounts due to officers $17,000 bears interest at 12%, is unsecured and has no specific terms of repayment. The remaining $95,000 due to an officer does not bear interest, is unsecured and has no specific repayment date.

On March 31, 2008, the Company agreed to issue non-interest bearing promissory notes to certain former Newlook option holders totaling $1,253,000 representing a cancellation fee of $0.30 per option on 4,178,000 cancelled Newlook options. Pursuant to the terms of the note, the Company is obligated to pay $251,000 on the first day of the month for 5 consecutive months beginning May 1, 2008. The Company did not make payments as originally contemplated, however as of September 30, 2008, the Company reduced the promissory notes with cash payments totaling $398,000 and a credit of $240,000, to a note holder who agreed to subscribe for common shares. On March 31, 2010, the Company remains in default and $574,000 is unpaid under these promissory notes. At March 31, 2010, the fair value of the notes payable was $574,000.

The Company’s consolidated financial statements for the period ended March 31, 2010 have been prepared on a going concern basis, in accordance with Canadian generally accepted accounting principles and accounting principles generally accepted in the United States of America. The going concern basis of presentation assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and contingencies in the normal course of operations.

There is doubt about the Company's ability to continue as a going concern as the Company has a working capital deficit of $2,080,000 and an accumulated deficit of $48,282,000 as at March 31, 2010. The Company's ability to continue as a going concern is dependent upon the Company's ability to raise additional capital, to realize on its agreements to dispose of investments and sustain profitable operations. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

The Company believes that future shares issuance and proceeds received from the divestiture of its investments will provide sufficient cash flow for it to continue as a going concern in its present form, however, there can be no assurances that the Company will achieve such results. Accordingly, the consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

CAPITAL RESOURCES

The business objective of the Company is fund early stage development of gaming opportunities by participating in the management of the investees. The philosophy is to dispose of mature investments at a gain and utilize the cash proceeds in the development of future operations within an investee. At this point in time, the Company is slowly disposing of its investment in Newlook, organizing additional equity private placements and obtaining loans primarily from related parties to fund the development of the gaming ventures. The Company occasionally disposes of a portion of its gaming investments in order to generate investment capital also.

The current global financial crisis has created significant capital resource issues for the Company. Thus far the Company’s investees have been focused on Latin American gaming opportunities where the financial crisis has not to any material way affected local gaming opportunities. Management also believes that the roll out of operations is somewhat flexible and the Company’s investments can be accelerated or delayed as management sees fit. There is a risk that management will pass on favourable opportunities due to the perceived impact of the financial crisis.

However, none of potential sources for capital are certain and management although confident of the potential, cannot assure shareholders and interested parties that they will in fact be able to finance the Company going forward.

OFF-BALANCE SHEET ARRANGEMENTS

Gamecorp had no off-balance sheet arrangements as at March 31, 2010.

TRANSACTIONS WITH RELATED PARTIES

All transactions within the corporate group listed in note 7 of the consolidated financial statements, are in the normal course of business and are recorded at the carrying value. Management fees charged by officers, corporations owned by officers and related party corporations providing management services to the Company, during the current quarter, totaled $103,000.

PROPOSED TRANSACTIONS

The Company has no proposed asset or business acquisition or disposition that the board of directors or senior management has decided to proceed with at the present time.

CRITICAL ACCOUNTING ESTIMATES

The Company’s consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") which, except as noted in note 3 of the consolidated financial statements for the three month period ended March 31, 2010, are consistent in all material respects with accounting principles generally accepted in the United States of America. The critical accounting policies followed by the Company are as follows:

Fair Value of Financial Instruments

Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from the financial instruments. The fair value of the financial instruments approximates their carrying values, unless otherwise noted.

Investments

Investments in other entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. Equity investments of this nature are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an equity accounted for investment exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method when the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the pe riod the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. When an equity accounted for investee issues its own shares, the subsequent reduction in the Company's proportionate interest in the investee is reflected in income as a deemed dilution gain proportionate interest in or loss on disposition.

Use of Estimates

CHANGES IN ACCOUNTING POLICIES

Financial Instruments

On October 1, 2006, the Company adopted three new accounting standards that were issued by the Canadian Institute of Chartered Accountants (“CICA”): Handbook Section 1530, Comprehensive Income, Handbook Section 3855, Financial Instruments – Recognition and Measurement, and Handbook Section 3865, Hedges and related amendments to Handbook Section 3251, Equity. The Company adopted the three standards and amendments prospectively.

Comprehensive Income

Section 1530 introduces Comprehensive Income, which consists of net income and other comprehensive income (“OCI”). OCI represents changes in shareholders’ equity during a period arising from transactions and other events with non-owner sources and includes unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation gains and losses arising from self-sustaining foreign operations, net of hedging activities, and changes in the fair value of the effective portion of cash flow hedging instruments. The Company did not have transactions or events that would have been recorded in OCI or Accumulated Other Comprehensive Income in these audited consolidated financial statements.

Financial Instruments – Recognition and Measurement

Section 3855, establishes standards for recognizing and measuring financial assets, financial liabilities and non financial derivatives, including the presentation of any resulting gains and losses.

All financial instruments are required to be measured at fair value on initial recognition. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available-for-sale, held-to-maturity, loans and receivables and other liabilities.

Financial assets and financial liabilities classified as held-for-trading are required to be measured at fair value with gains and losses recognized in net income.

Available-for-sale financial assets are required to be measured at fair value with unrealized gains and losses recognized in OCI.

Financial assets classified as held-to-maturity, loans and receivables and financial liabilities (other than those held-for-trading) are required to be measured at amortized cost.

The classifications above do not apply to investments where the Company has significant influence that are accounted for using the equity method.

Derivative instruments must be recorded on the balance sheet at fair value. Changes in fair value are required to be recognized in net income.

Impact upon adoption of CICA Handbook Sections 1530, 3855 and 3865

During the interim nine month period end June 30, 2007, the Company issued a derivative instrument for which it has ascribed a fair value and any changes in the fair value will be charged to income in the period of change.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Earnings and cash flow are subject to volatility stemming mainly from movements in the U.S./Canadian dollar exchange rate and interest rates. The Company does not hedge its foreign currency as it deals almost exclusively in the domestic currency.

OTHER MD&A REQUIREMENTS

Disclosure of Outstanding Share Data

As at March 31, 2010, the Company had authorized 100,000,000 common shares without par value and had issued 9,207,017 common shares.

If all options and warrants were exercised the number of common shares outstanding would be 9,606,517.

OUTLOOK

Management believes the Company is well positioned with its gaming and technology investments (including the new rights to international Function Mobile opportunities) to generate strong returns for shareholders. The Company believes that prudent gaming investments will generate substantial gains. However, the gaming investments are capital intensive and will require incremental financing to ensure success. The Company continues to fund the development of its gaining investee’s businesses; primarily through repayment of related party debts, additional related party loans and equity private placements. The Company plans to dispose of certain legacy technology investment over the medium term. However, the recent bankruptcy proceedings within Newlook may have an affect on the proceeds realized from the disposal of this investment in the near term. The Company also contemplates raising funds through debt and/or equity instruments to fund the initial development of the gaming ventures. Management has observed a significant tightening of availability of credit for gaming ventures. Multiples of forecasted earnings before interest, taxes, depreciation and amortization have fallen and only smaller transactions at extremely low multiples appear to be being completed. A substantial and material risk exists that debt markets will not provide funding for the Company’s investee projects and the Company will be pressured to contribute more to these projects.

The Company’s management is participating closely in the development of the gaming ventures and will be compensated for services provided. The Company’s business model for investment or merchant banking will serve as platform to develop and grow other types of invests in the future.

EX-99.3 4 gggmarch31-2010_cert1.htm CERTIFICATION gggmarch31-2010_cert1.htm

Exhibit 99.3

Form 52-109F2 - Certification of Interim Filings

I, John G. Simmonds, Chief Executive Officer and Chief Financial Officer, certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Gamecorp Ltd., (the issuer) for the interim period ending March 31, 2010;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4. The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer's internal control over financial reporting that occurred during the issuer's most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting.

Date: May 31, 2010

signed

“John G. Simmonds”

John G. Simmonds

Chief Executive Officer and

Chief Financial Officer

EX-99.4 5 gggmarch31-2010_cert2.htm CERTIFICATION gggmarch31-2010_cert2.htm

Exhibit 99.4

Form 52-109F2 - Certification of Interim Filings

I, J. Graham Simmonds, Director, certify that:

Date: May 31, 2010

signed

“J. Graham Simmonds”

J. Graham Simmonds

Director

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