UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
GAMEPLAN, INC.
------------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA 87-0493596
--------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3701 FAIRVIEW ROAD
RENO, NV 98511
-----------------------------------------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (775) 853-3980
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
$0.001 Par Value Common Voting Stock
- ------------------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I
Item 1. Description of Business.
- --------------------------------
Business Development.
- ---------------------
Organization and Charter Amendments
-----------------------------------
On August 26, 1981, Sunbeam Solar Inc. (the "Predecessor Company") was
organized under the laws of the State of Utah. The Company was dormant until
April 27, 1984, at which time common stock was issued. The Company offered and
sold 2,500,000 shares of common stock to Utah residents and 750,000 shares of
common stock to the officers and directors. The offering was completed in May
1985.
In December 1991, the Predecessor Company reverse split its issued and
outstanding common stock on the basis of 1 for 5.
In December 1991, GamePlan, Inc. (the "Company") was incorporated in the
State of Nevada for the sole purpose of merging the Predecessor Company with and
into The Company. The Company's initial authorized capital was 50,000,000
shares, consisting of 10,000,000 shares of preferred voting stock, par value of
One Mill ($0.001) and 40,000,000 shares of common voting stock, par value of One
Mill ($0.001). A copy of the Company's initial Articles of Incorporation is
attached hereto and is incorporated herein by reference. See Part III, Item 1.
On December 23, 1991, the Predecessor Company entered into a plan of merger
with the Company. On December 31, 1991, Articles of Merger were filed, which
included the Plan of Merger as Exhibit A. The Company was the surviving entity.
A copy of the Articles of Merger is attached hereto and is incorporated herein
by reference. See Part III, Item 1. GamePlan Inc. was and is the surviving
corporation
On December 30, 1993, the Company's Articles of Incorporation were amended
to change the authorized capital to 40,000,000 shares of $.001 par value common
stock with all stock of the corporation to be of the same class, common, and
have the same rights and preferences. In addition, Article V was amended as
follows: "The authorized and treasury stock of this corporation may be issued at
such time, upon such terms and conditions and for such consideration as the
Board of Directors shall determine. Shareholders shall not have pre-emptive
rights to acquire unissued shares of stock of this corporation. Cumulative
voting on the election of directors or on any other matter submitted to the
stockholders shall not be permitted." A copy of the Articles of Amendment to the
Articles of Incorporation is attached hereto and is incorporated herein by
reference. See Part III, Item 1.
On September 22, 1999, the Company incorporated a wholly-owned subsidiary,
in the State of Nevada, under the name "Gameplaninc.com". The Company conveyed
all assets, liabilities and operations to the subsidiary.
<PAGE>
Public Offering
-------------------
In 1985, the Predecessor Company completed the offer and sale of its common
voting stock to Utah residents only.
Material Changes of Control Since Inception and Related Business History
------------------------------------------------------------------------
In November 1991, Robert G. Berry individually purchased a majority of the
issued and outstanding common stock of the Predecessor Company. Subsequently,
the former officers and directors resigned. In 1997 Mr. Berry conveyed his
entire common stock ownership to The Robert G. Berry Trust, of which he is the
sole trustee (the "Trustee"). Mr. Berry does not individually own any shares in
the Company. The Trust has been the majority shareholder of the Company since
that time. Mr. Berry has been the Director, President, Chief Executive Officer
and Treasurer of the Company ever since.
In December of 1991, the Company merged with the Predecessor Company,
leaving the Company as the surviving corporation. Mr. Berry is and remains a
Director and President. A copy of the Articles of Merger are attached hereto and
is incorporated herein by reference. See Item 15.
The Company terminated its gaming consulting business in 1995. Since that
time the Company has been preparing a business plan. See Item 2.
Sales of "Unregistered" and "Restricted" Securities Over the Past Three
Years
- -----
On October 7, 1996, the Company issued 4,500,000 shares of $.001 par value
common stock in satisfaction of a $350,000 and $100,000 note payable. Robert G.
Berry, the Company's President and a Director, was issued 3,500,000 shares and
Darlene Davis was issued 1,000,000 shares. Subsequently, Mr. Berry conveyed this
stock grant to the Trust, of which he is the sole trustee.
In 1998, 3,000,000 shares of common stock were issued to the Trust for the
development of a new business plan. See Part I, Item 4.
On or about March 31, 1999, Shayne Del Cohen exercised an option to
purchase 25,000 shares of common stock at 10 cents per share. See Part I, Item
4.
<PAGE>
Business.
- ---------
The Company was originally formed in 1991 for the purpose of providing
gaming equipment, management contracts and consulting services for American
Indian Tribes authorized to conduct gaming activities. The Company ceased
operations in 1995 because it could not financially compete with larger, better
financed companies with a like business purpose. The company then changed
business directions and has now completed a new business plan related to the
legal profession.
The Company has set forth, herein, a discussion of proposed operations.
The products and services discussed herein are considered development stage and
have not progressed past theoretical discussion as they related to the Company's
business plan. In addition, the Company does not have nor does it anticipate
that it will have the capital resource available to acquire or develop such
products in the foreseeable future.
The Company's mission is to build an informational infrastructure based
upon internet and other communications technology that allows clients to easily
review, negotiate cost, retain and communicate with a qualified attorney within
the appropriate venue and practice area of the law that their specific legal
request requires, and to provide a mechanism by which attorneys can acquire new
clients, easily communicate with ongoing clients, use alternative resolution
techniques to efficiently and promptly settle disputes, determine the value of
legal requests, readily communicate meaningfully with colleagues, and stay
up-to-date with relevant changes in their respective fields.
Attorney's who subscribe (hereinafter, "attorney members") to the Company's
services, to include: case evaluation software and internet communication
medium, will be charged a monthly membership fee that has not been estimated at
this time . No memberships have been subscribed to, nor can the Company make any
assurances that any memberships will be sold.
The Company is in the development stage of preparing a business plan
that will provide an information managing infrastructure and software that will
allow for an attorney membership program that will offer legal services to the
general public. Initially, the Company will attempt to complete the following;
i) completion this Form 10-SB registration statement (Form 10-SB).
ii) patent, trademark and copyright all proprietary software, as these
systems are developed.
iii) seek and secure capitalization from traditional sources such as
revolving lines of credit, secondary offerings and venture capital
which are vital to success.
(iv) seek alliances with major institutions and strategic partners, as
discussed under the caption "Risk Factors"
See "Description of Business"; "Related Party Transaction"; and
"Management's Discussion and Analysis or Plan of Operation."
Management has determined to file this Registration Statement on a
voluntary basis. In order to have stock quotations for its common stock on the
National Association of Securities Dealers' Automated Quotation System
("NASDAQ"), an issuer must have such
<PAGE>
securities registered under the Securities and Exchange Act of 1934, as amended
(the "1934 Act"). Upon the effective date of this Registration Statement, the
Company's common stock will become registered for purposes of the 1934 Act.
Management believes that this will make the Company more desirable for raising
capital. To the extent that management deems it advisable or necessary to
maintain a quotation of its common stock on any securities market, the Company
will voluntarily file periodic reports in the event its obligation to file such
reports is terminated under the 1934 Act. Further, in January 1999, the
Securities and Exchange Commission began requiring that all companies for which
stock quotations are maintained on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. ("NASD"), must be subject to and in
compliance the reporting requirements of the 1934 Act. See the Risk Factors, "No
Established Market for Common Stock, No Established Market for Shares."
The Company can make no assurance that the proposed business purpose will
prove to be viable, due to the early stage of development, and management may
elect to spin-off the wholly-owned subsidiary and reorganize the Company with a
private entity that has current business operations. If the Company elects to
pursue a reorganization the Company will be required to file with the Commission
a Current Report on Form 8-K within 15 days of such transaction. A filing on
Form 8-K also requires the filing of audited financial statements of the
business acquired, as well as pro forma financial information consisting of a
pro forma condensed balance sheet, pro forma statements of income and
accompanying explanatory notes.
Risk Factors.
--------------
Discontination of Previous Operations
-------------------------------------
The Company, having previously been involved in gaming-related
opportunities with Indian Tribes throughout the United States, proved
unsuccessful in 1995. These operations took place for approximately four years
and no business operations were conducted by the Predecessor Company prior to
the merger with Gameplan, Inc. The Company lacks a successful operating history
and has no evidence that the proposed business plan will materialize or be
successful.
Early Stage of Development
----------------------------------
As with any new business venture, there are substantial risks specific
to the particular enterprise which cannot be ascertained until operations have
commenced. The Company's proposed business of offering legal management software
and internet service to attorney members will be highly speculative and be
subject to the same types of risks inherent in any new or unproven venture, and
will include those types of risk factors outlined below.
<PAGE>
Losses Associated with Start-Up
---------------------------------------
The Company has developed what it believes to be a detailed business
plan designed to develop those markets deemed viable; however, it has not put in
place the infrastructure required to begin operations and accordingly lacks an
operating history in its chosen industry. See Item 1, Research and Development
An infusion of capital, is required to construct critical components such as
technological infrastructure that will facilitate the use of internet
technology. No means of obtaining the required capital have been pursued due to
the early stage of product development. Marketing and software development, the
nature of which will depend on final products and services, will be required
regardless of whether revenues are realized by the Company. During this phase
the Company cannot guarantee that it will be profitable during or immediately
following deployment, which has not yet begun. Nor can the Company guarantee
that it will become profitable after it completes its initial sales. While
management believes expenditures represent prudent investments, there can be no
assurance that any revenues resulting from these activities, or that revenues
generated by these activities, will justify the expense incurred. See
"Management's Discussion and Analysis or Plan of Operation."
Need for Additional Financing
-------------------------------------
The Company has been operating on funds advanced from its majority
stockholder and director, Robert G. Berry, for the last three years. The Company
currently has no revenue producing operations, nor does it foresee any potential
revenue as it continues to pursue research and development for the next year.
The Company intends to seek and secure capitalization in the form of revolving
line of credit, secondary offerings or venture capital in the amount of
$5,000,000 over the next year. No efforts have been made to secure such
capitalization as the principal products and services remain in the early stage
of development and the Company would be unable to obtain such funding under
competitive terms.
Competition
---------------
Due to the lack of companies that perform all or most of the business
operations that the Company is proposing within this theoretical construct,
there may exist barriers to entry or unforeseen factors that make the business
plan an unfeasible pursuit. The Company, given its early stage of development
may refine, rewrite, or abandon some or all of the intended services, thereby
changing the competitive environment within which it operates.
Management is not aware of any comparable companies that employ
state-of-the-art information technologies, to provide a platform by which the
general public can effectively retain an attorney, request legal services,
control legal cost and effectively communicate with qualified attorneys.
<PAGE>
Moreover, no company exists, or is not found, that provides the
infrastructure for an attorney membership to securely and easily interact to
attain information, exchange information among colleagues, acquire legal support
services, or resolve legal disputes.
Competitive advantages or disadvantages directly related to the
Company's ability of operate and provide services in an established market place
cannot be determined until the Company defines, implements and begins providing
products or services. Potential competitive factors may include pricing,
reputation, performance record, quality of work and existence of on-going client
relationships. Large national support service providers, on any given
engagement, may have a competitive advantage over the Company with respect to
one or more of these competitive factors. In addition, smaller local or regional
firms, while not offering the range of services provided by the Company, are
often able to provide the lowest price. The fragmented nature of the legal
support services industry may also provide opportunities for large companies
that offer complementary services to enter the market through acquisition. In
the future, these and other competitive pressures could require the Company to
reduce its fees or increase it spending for marketing to attract business. No
assurances can be given that the Company will have the financial resources and
the marketing capabilities to compete successfully in the future.
Legal research sites, such as LawLib, at Washburn University, and the
Legal Information Institute at Cornell University are available as legal
background resources to the general public; however, these may be integrated as
a resource that can be easily accessed and used by attorney members under the
Company's proposed business plan. Therefore, these resources are not viewed as
competition to the issuer, but are attractive attributes for free legal
resources to heightened the conscience-awareness of the legal system to the
general public and attorneys alike.
The two main electronic legal searchable databases in America are
WESTLAW and LEXIS- NEXIS. Each has a nationwide database that contains
information on nearly every aspect of the law with hyperlinks to related
materials. Theses electronic publishers are not competition to the Company;
rather, the services of one or the other, or similar smaller electronic
publisher such as LOISLAW, would be seamlessly integrated into one of numerous
attorney support products offered to attorney members by the Company as proposed
in the business plan.
In addition, LEXIS-NEXIS provides one of the few attorney rating systems
in its publication Martindale-Hubbel. This information will serve as objective
criteria for attorney membership admission and is applauded by the Company as a
viable resource for the general public to use to retain a reputable attorney.
No Intellectual Property Rights
--------------------------------------
The Company currently has no intellectual property rights on either its
business plan or software development. Intellectual property rights such as
patents and trademarks will be sought by the Company at such time as further
refinements and development have been completed that would warrant such
protective measures.
<PAGE>
Government Regulation
-----------------------------
The Company's early stage of development and lack of products and
services currently available in the market place limits all government
regulation at this time. The Company will be required to comply with specific
regulations once product development progresses to the point management will
attempt to bring products and services to the market place. Management is does
not have a tentative release for such products.
As with nearly every business today, government regulations affect at
least some, if not all, aspects of the business environment. The Company is not
immune from government intervention. The Company is subject to federal, state,
provincial and local government regulations, including those restricting the
type of legal service that can be offered interstate and intrastate to the
general public. The Company will scrupulously attempt to comply with all
applicable regulations. However, it can not guarantee that it will satisfy all
regulations or obtain all required approvals. Failure to comply with applicable
regulations can, among other things, result in fines, suspensions of regulatory
approvals, operating restrictions, and criminal prosecution. Changes in or
additions to applicable regulations could have a negative effect on the Company
and its business.
Potential Averse Affects of Changes in the Legal System.
-------------------------------------------------------------------
Assuming the Company is able to complete product development, as to
which there can be no assurance, it may be subject to changes in the legal
system, such as;
Direct governmental policy towards Tort Reform could alter the services
provided by the Company; however, management feels that the need for alternative
disputes resolution will rise under such reform, and in turn increase market
pressures for such services. Moreover, since much of the Company's philosophy
and beliefs promote alternate dispute resolution methods, management welcomes
certain aspects of some of the proposed Tort Reforms. It should be stated that,
due to the unpredictable nature of government policy, the Company can not
provide assurances that all policy shifts will be beneficial to the Company. All
governmental policy shifts, nonetheless, will be dealt with in a swift and
scrupulous manner by the Company to align itself with the changing business
environment.
Indirect consequences of reform may hinder the Company to meet financial
obligations and its ability to grow at projected rates. Although currently under
heated debated in Congress, the enactment of no-fault insurance would bias the
legal resolve heavily to the side of the insurance companies and big business
into a mentality that "settlements are mere operating cost". Under such an
environment it is conceivable that the Company's products and services that
bring equality to settlements in certain kinds of cases will not be effective.
The implications would serve to alter business strategy of the issuer to
strengthen other business components that would best serve the general public
under these circumstances.
<PAGE>
Future governmental regulations could hinder or restrict the use of
differing information interconnected methods for the solicitation and practice
of legal services over such modalities as TV, Internet, WebTV and the like. The
misuses of such modalities are becoming more prevalent, causing concern and
legislative scrutiny. No probably or likely outcome is insight. The enactment of
regulations and restriction using these modalities could hinder the execution of
the Company's business plan and hinder profitability.
Auditor's Going Concern Opinion
-------------------------------
The auditors discussion on the Company's liquidity, as contained in Note
9 of the audited financial statements herein, is as follows: "The Company has
incurred losses from inception amounting to $976,934, has a net working capital
deficit, and has a total capital deficit at December 31, 1998. Financing the
Company's activities to date has primarily been the result of borrowing from a
shareholder and others. The Company's ability to achieve a level of profitable
operations and/or additional financing may impact the Company's ability to
continue as it is presently organized. Management is unsure of its future plans
but does intend to keep the corporation in good standing for the foreseeable
future."
Potential Dilution
------------------
The Company is authorized to issue 40,000,000 shares of common stock. As
of June 30, 1999, only 15,225,000 shares were issued and outstanding. The
issuance of additional shares in connection with any acquisition, or the raising
of capital may result in substantial dilution of the holdings of current
stockholders. See the heading "Plan of Operation" Part I, Item 2.
Limited Funds Available for Operating Expenses
----------------------------------------------
The Company currently has no material assets. As a result, funding
necessary to meet the Company's operating expenses in the next 12 months will be
advanced by its principal stockholder (Mr. Robert Berry) as loans to the Company
or the Company will have to complete additional offerings or secure venture
capital financing. However, the principal stockholder does not have the ability
to fulfill the Company's business plan to the extent that it is discussed herein
and additional capitalization will be required. See the heading "Plan of
Operation" of the caption "Management's Discussion and Analysis or Plan of
Operation," Part I, Item 2.
Voting Control Held by One Person
-------------------------------------------
The Robert G. Berry Trust is controlled by Robert G. Berry, its sole
trustee. Since the Trust owns more than 62% of the issued and outstanding shares
of the Company, this stockholder has the ability to elect all of the Company's
directors, who in turn elect all executive officers, without
<PAGE>
regard to the votes of other stockholders. See the caption "Security Ownership
of Certain Beneficial Owners and Management," Part I, Item 4.
No Established Market for Common Stock; No Established Market for Shares.
-------------------------------------------------
Although the Company's common stock is quoted on the OTC Bulletin Board
("GPLA") of the National Association of Securities Dealers, Inc. (the "NASD"),
there is currently no established market for such shares; and there can be no
assurance that any such market will ever develop or be maintained. Any market
price for shares of common stock of the Company is likely to be very volatile,
and numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and continue
to experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been unrelated
to the operating performance of these companies. These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop. Sales of "restricted securities" under Rule 144 may also have
an adverse effect on any market that may develop. See the caption "Recent Sales
of Unregistered Securities," See Part II, Item 4.
Only companies that report their current financial information to the
Securities and Exchange Commission may have their securities quoted on the OTC
Bulletin Board. Therefore, upon the effective date of this Registration
Statement, the Company will be eligible to retain its quotation on the OTC
Bulletin Board. However, in the event that the Company loses this status as a
"reporting issuer," any future quotation of its common stock on the OTC Bulletin
Board may be jeopardized.
Risks of "Penny Stock."
----------------------
The Company's common stock may be deemed to be "penny stock" as that
term is defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny
stocks are stocks (i) with a price of less than five dollars per share; (ii)
that are not traded on a "recognized" national exchange; (iii) whose prices are
not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must
still meet requirement (i) above); or (iv) in issuers with net tangible assets
less than $2,000,000 (if the issuer has been in continuous operation for at
least three years) or $5,000,000 (if in continuous operation for less than three
years), or with average revenues of less than $6,000,000 for the last three
years.
There has been no "established public market" for the Company's common
stock during the last five years. At such time as the Company implements its
proposed business plan or completes a merger or acquisition transaction, if at
all, it may attempt to qualify for listing on either NASDAQ or a national
securities exchange. See Part II, Item 1.
<PAGE>
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule
15g-2 of the Securities and Exchange Commission require broker-dealers dealing
in penny stocks to provide potential investors with a document disclosing the
risks of penny stocks and to obtain a manually signed and dated written receipt
of the document before effecting any transaction in a penny stock for the
investor's account. Potential investors in the Company's common stock are urged
to obtain and read such disclosure carefully before purchasing any shares that
are deemed to be "penny stock."
Moreover, Rule 15g-9 of the Securities and Exchange Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
Year 2000.
----------
Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. While the Company will rely on an extensive computer system, this
system will not be implemented until after January 1, 2000 and any adverse
affects of the change of year will be correct without hindering business
operations.
Principal Products and Services.
-------------------
The following products and services reflect the development stage of the
business plan and do not represent operations of the Company. Currently, the
Company has only begun development of a personal injury case evaluation
software, still in its infancy, and is making no warranties to the practicality
or likelihood of success. Further, the Company will be required to obtain
financing in the next twelve months, of approximately $5,000,000, if operations
are to progress past research and development.
Over the last several years, the Company has been developing a business
plan that focuses on the use of internet technology case evaluation software to
offer legal products and services. The Company intends to provide the public a
user-friendly and effective tool to seek qualified legal professional services
consistent with their legal needs. The proposed system will have the ability to
provide effective communication, control legal expenses, and monitor litigation
activity between the
<PAGE>
client and the representative attorney. The Company will seek to provide
attorneys with alternatives to traditional forms of marketing (i.e. TV, radio,
newspaper and telephone book ads) to solicit clients in a respectable, ethical,
tasteful manner consistent with the high standards of the legal profession.
The principal products being developed by issuer during the next twelve
months; subject to receipt of substantial additional funding, as to which the
Company can make no assurances.
Client Products and Services.
The Company will continue to design and implement the information
handling infrastructure used by the general public to initiate, communicate,
facilitate, and consummate legal service request within the attorney network.
The "user friendly" gateway interface will utilize communication technology to
include telephone, Internet, WebTV, personal planning devices and the like.
Through the gateway interface the public will have the ability to easily
and accurately review the qualification of any attorney member, interview and
select an attorney within the venue and geographical region determined by the
type of legal request. Moreover, the public will have the ability to communicate
with the attorney and actively participate in the legal process.
Attorney Products and Services.
The Company will continue to design and develop a private / secure
information network infrastructure to provide attorney members with an
easy-to-use gateway interface providing attorney members with access to a
personal "Virtual Network" to post resumes, pictures, and geographical location
for public viewing and use as objective criteria for attorney selection.
Moreover, the network will query the attorney when a legal service request has
been initiated and prompt the attorney to respond and initiate a meaningful
dialog with the client(s) using a private secure mode of communication.
In addition, through a secure extranet, the attorney will have access to
legal research tools, negotiation materials, proprietary case evaluation
software, co-ordination of efforts with colleagues throughout the United States,
timely distribution of legal news and current reliable information concerning
national legal developments. The Company also hopes to provide annual dispute
resolution training and seminars. However, these services have not progressed
past theoretical discussion as they related to the Company's business plan and
no contracts have been entered into or development of such intellectual property
has transpired. In addition, the Company does not have nor does it anticipate to
have the capital resource available to acquire or develop such products at this
time.
The Company's Internal Infrastructure:
The Company will continue to design the necessary infrastructure required
to facilitate the administrative functions of the network such as; computing,
billing, intra-communications, marketing, and human and quality control
resources. Assuming the Company is able to satisfy funding requirements, a
consultant, who is yet to be identified, will be contracted to develop the
system.
<PAGE>
The Selection of Attorney Members.
The Company will continue to design and develop the infrastructure
required to build an attorney enrollment system. It is the intention of
management to develop criteria that yields only highly qualified, ethical
attorneys with proven track records.
Management believes that if rigorous selection criteria is developed for
member attorneys the Company will better serve the responsibility that is given
to attorney members to honestly and truthfully represent the general public and
the attorney network alike. Once established, the exclusivity of being a member
of a reputable attorney network will be heavily marketed to potential members
and to the general public as well.
Distribution Methods of the Products or Services:
---------------------------------------------------------
Upon the implementation of the Company's proposed business operations,
the use of a secure digital information system that connects members, general
public and resources will be required but no development in this area has
commenced or will be necessary for another year. The Company will seek to take
advantage of existing communication technologies commonly available and may
utilize such media as WebTV, Internet, digital cable, digital wireless devices,
personal hand-held devices, automobile communication devices, teleconferencing
and telephonic systems.
Express mail will be used if verification and authentication of
documents presents a security or legally enforceable problem.
Status of any Publicly Announced New Product or Service.
--------------------------------------------------------
None; not applicable.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------
The Company is a service oriented organization that does not rely upon
raw materials or any supplies outside those common with office management.
Dependence on One or a Few Major Customers.
-------------------------------------------
The Company continues to identify strategic relationships that will
further result in a competitive advantage, once operations commence. While the
Company does not have the any funds to pursue any agreements with the companies
identified below, they have been identified as providing a potential competitive
advantage.
<PAGE>
The Company would benefit by a long term licensing agreement with either
WESTLAW, LEXIS NEXIS or LOISLAW to secure access to their databases. No
agreements are in place but preliminary informal discussions have taken place
with representatives of WESTLAW and LEXIS NEXIS.
The Company is not limited to any number of customers.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
------------------------------
The Company has not entered into any labor contracts but has retained
Dr. Randall Stevens as a consultant to develop software. The Company has applied
for trademarks on six different acronyms that are intended to help the Company
establish name recognition once operations commence. In addition, the Company
has obtained 24 different e-commerce domain names to deter future competitors
from realizing any gain from the Company's name recognition.
Research and Development.
-------------------------
Mr. Robert G. Berry has spend an estimated 2,000 hours a year for the
past three years developing the Company's business plan. The plan, dealing with
the background information for the business opportunities, will be published
shortly after the first of next year in the hopes of securing funding. The
confidential business aspects of the plan will also be completed by the first of
next year. Dr. Stevens' responsibilities include the development of patents and
specifications for out source software and hardware architects.
Dr. Stevens continues to develop the Company's software, and is paid $4,300
a month. If the Company is to implement its business plan, in its entirety,
estimated capital requirements of $5,000,000 for the next twelve months must be
obtained. No agreements, or potential investors have been identified with
respect to the capital requirements and the Company's ability to continue
research and development is considered speculative.
Number of Employees.
--------------------
The Company employs one non-officer, Dr. Randall Stevens, who is performing
the functions noted above and is paid $4,300 per month by the Company. Robert G.
Berry, President and trustee for the majority shareholder, has experience in the
industry and management expects that he will have a significant effect on the
Company's business. See "Description of Business" and Note 5 of the Audited
Financials.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------
Plan of Operation.
------------------
The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years. Currently, the
Company has no operations and no means to obtain the capital necessary to begin
operations.
The Company's plan of operation for the next 12 months is to design and
develop the communication architecture based upon internet technology that will
provides the "backbone" for the successful delivery of the aforementioned
products and services to attorneys and the general public alike. See Item 1,
Principal Products and Services.
The Company can make no assurance that the proposed business purpose will
prove to be viable, due to the early stage of development, and management may
elect to spin-off the wholly-owned subsidiary and reorganize the Company with a
private entity that has current business operations.
The Company will continue to prepare case evaluation software for
patents, trademarks and copyrights, respectively. Furthermore, the Company will
take as necessary steps to keep the Company in good standing, prudently
investigate and review any potential business venture opportunities, such as,
the spinning off these proposed operations into a subsidiary that is not subject
to reporting requirements until such time as the Company can develop the
business plan to the point that actual operations will be conducted.
Furthermore, the stockholders would receive stock positions in both the
subsidiary and parent company which would be reorganized with a company that has
actual operations.
The Company will continue to seek loans from the principal stockholder
to fund needed capital for development. Any such loan will not exceed $100,000
without prior Board of Director approval and will be on terms no less favorable
to the Company than would be available from a commercial lender in an arm's
length transaction.
The costs incurred during this period will range from $50,000 to
$100,000 dollars.
Results of Operations.
----------------------
The Company has had no material operations for over three years. It has
incurred losses of ($46,264) and ($47,807), for the years ended December 31,
1998 and 1997, respectively. The Company incurred losses of ($26,430) and
($12,771), for the eight month period ended August 31, 1999 and 1998,
respectively.
Liquidity.
----------
The Company had no liquidity during the years ended December 31, 1998
and 1997 except for the sale of 25,000 shares to Shayne Del Cohen who exercised
an option to purchase these shares for $2,500 on March 31, 1999.
<PAGE>
Item 3. Description of Property.
---------------------------------
The Company has no assets, with the exception of a few items of property
that are in storage. Its principal executive office address and telephone number
are the home address and telephone number of Robert G. Berry, the Company's
President, and are provided at no cost. Other than the development of the
business plan, the Company has not commenced operations. Other activities have
been limited to maintaining good standing status in the State of Nevada and
preparing this Registration Statement and the accompanying financial statements.
Other than the business plan that The Robert G. Berry Trust has previously been
compensated for in the form of 3,000,000 shares of the stock of the Company, the
remaining activities have consumed an insignificant amount of management's time;
accordingly, the costs to Mr. Berry of providing the use of his office and
telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth the share holdings of those persons who
own more than five percent of the Company's common stock as of the date hereof,
to wit:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
---------------- ------------------ --------
<S> <C> <C>
The Robert G. Berry ....................... 9,522,000 62.54%
Trust, Robert G. Berry
Trustee
3701 Fairview Road
Reno, NV 98511
Darlene Davis ............................. 1,025,000 06.73%
7375 S. Valley View Blvd
Las Vegas, NV 89139
Jon T. Jenkins ............................ 864,000 05.67%
14603 Fountain Hills Blvd .................
Fountain Hills, AZ. 85268
<PAGE>
Nation of the Menominee ................... 1,200,000 07.88%
Tribe of Wisconsin
P.O. Box 910
Keshena, WI 54135
</TABLE>
Security Ownership of Management.
----------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of the date hereof, to wit:
<TABLE>
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 4/30/99 of Class
---------------- ------------------ -------------
<S> <C> <C>
Robert G. Berry ........................... 9,522,000 62.54%
3701 Fairview Road
Reno, NV 98511
Shayne Del Cohen .......................... 25,000 0.2%
2450 Lymbery #205
Reno, NV 89509
Robert E. Deer ............................ 0 0
201 E. Fairview
Green Bay, WI 54310
</TABLE>
Changes in Control.
-------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
<PAGE>
Item 5. Directors, Executive Officers, Promoters and Control Persons.
----------------------------------------------------------------------
Identification of Directors and Executive Officers.
---------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders (held in June of each year) or until their
successors are elected or appointed and qualified, or their prior resignations
or terminations.
<TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- ----------- --------------
<S> <C> <C> <C>
Robert G. Berry ..Director, 12/91 *
President,
C.E.O.,
Treasurer
Shayne Del
Cohen ............Director and 04/92 *
Secretary
Robert E. Deer ...Director 12/93 *
Jon T. Jenkins ...Director and 12/91 12/96
Executive V.P
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
--------------------
Robert G. Berry, President and a director is 63 years of age. Mr. Berry
received a BA from the University of Nevada in 1961 and a JD in 1963 from
University of Notre Dame Law School. After spending four years in the District
Attorney's office in Reno, NV., he joined the law firm of Laxalt and Berry in
Carson City Nevada. His principal practice areas were plaintiff's personal
injury litigation and regulatory work. While still practicing, Mr. Berry entered
into a number of business ventures including shopping center and condominium
development, restaurants and cattle feeding and breeding. Mr. Berry left the
active practice of law in 1977 and engaged in more than 50 business ventures and
operations. His last was the development of a new town in eastern Nevada. After
a brief retirement period, Mr. Berry attended Harvard Law School's Program on
Negotiation and Mediation in 1996, commercial mediation from A.D.R. Inc. in
1997, and advance mediation from John Paul Jones Group in 1997. In addition to
writing the business plan, Mr. Berry is a Nevada Supreme Court Settlement Judge
and a private mediator.
<PAGE>
Shayne Del Cohen, Secretary and a director is 53 years of age. Ms. Del
Cohen graduated from Columbia Pacific University in 1988 with a Ph.D. in
International Law, M.A. International Law from the School for International
Training in 1988 and a B.A. in Community Development from Friends World College
in 1970. Ms. Del Cohen is an independent Management and Development consultant
since 1988.
Robert E. Deer, a director is 55 years of age. Mr. Deer received a B.S.
degree in Geology from the University of Wisconsin in 1966. Mr. Deer has also
earned a Masters of Science in Water Resource Management from the University of
Wisconsin in 1977 and a masters in Urban and Regional planning also from the
University of Wisconsin in 1976. Mr. Deer has been employed as the area director
of the Wisconsin Department of Natural Resources and other positions within the
agency. He is now retired.
Significant Employees.
----------------------
The Company has no employees who are not executive officers. See "Number of
Employees."
Family Relationships.
---------------------
There are no family relationships between any director or executive
officer.
Involvement in Certain Legal Proceedings.
-----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of the
Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
<PAGE>
Item 6. Executive Compensation.
--------------------------------
Except for the 3,000,000 shares issued to Mr. Berry, there has been no
executive compensation paid by the Company for services rendered in the last
three years. See Part I, Item I.
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ended December 31, 1998 or 1997, or the period ending on the date of this
Registration Statement. Further, no member of the Company's management has been
granted any option or stock appreciation rights; accordingly, no tables relating
to such items have been included within this Item.
Compensation of Directors.
--------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
-------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
--------------------------------------------------------
Transactions with Management and Others.
----------------------------------------
Mr. Robert Berry, the Company's President and a director was issued
3,500,000 shares of $.001 par value common stock in satisfaction of a $350,000
note payable on October 7, 1996. The Robert G. Berry trust was issued 3,000,000
shares of common stock in 1998 for the development of a new business plan.
Shayne Del Cohen, Secretary and a director exercised an option to purchase
25,000 shares at ten cents per share in March 1999. Management has
<PAGE>
advanced loans to the Company and are discussed in their entirety in Note 5 of
the audited financial statements incorporated herein. Other than the above,
there have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Certain Business Relationships.
-------------------------------
Except as indicated under "Transactions with Management and Others",
there have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Indebtedness of Management.
---------------------------
Except as indicated under "Transactions with Management and Others",
there have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest. See
the caption "Transactions with Management and Others", above.
Parents of the Issuer.
----------------------
The Company has no parents, except to the extent that The Robert G.
Berry Trust, Robert G. Berry Trustee may be deemed to be a parent by virtue of
its stock holdings. See the caption "Security Ownership of Certain Beneficial
Owners and Management" Part I, Item 4.
Transactions with Promoters.
----------------------------
Except as indicated under "Transactions with Management and Others",
there have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party,
<PAGE>
in which the amount involved exceeded $60,000 and in which any promoter or
founder, or any member of the immediate family of any of the foregoing persons,
had a material interest. See the caption "Transactions with Management and
Others", above.
Item 8. Description of Securities.
-----------------------------------
The Company has one class of securities authorized, consisting of
40,000,000 shares of $0.001 par value common voting stock. The holders of the
Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock do
not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock. The common stock is not subject to redemption
rights and carries no subscription or conversion rights. All shares now
outstanding are fully paid and non-assessable.
There are no outstanding warrants or calls to purchase any of the
authorized securities of the Company. There are outstanding options granted to
Dr. Randall Stevens and James D. Johnson. The option grant to Dr. Stevens is for
10,000 shares with the total option price at $1 and the strike price at $5 per
share, expiring on April 22, 2001. The option grant to James D. Johnson is for
100,000 shares with the total option price at $1 and the strike price at $1 per
share, expiring on Sept. 10, 2001.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, that would delay, defer, or prevent a change in control of
the Company.
Part II
Item 1. Market Price and Dividends on the Registrant's
Common Equity and Related Stockholder Matters.
--------------------------------------------------
Related Market Information.
----------------------------------
There has never been any "established public market" for shares of
common stock of the Company. The Company's common stock is quoted on the OTC
Bulletin Board of the NASD under the symbol "GPLA"; no assurance can be given
that any established market for the Company's common stock will develop or be
maintained. For any market that develops for the Company's common stock, the
sale of "restricted securities" (common stock) pursuant to Rule 144 of the
Securities and Exchange Commission by members of management or any other person
to whom any "restricted securities" may be issued in the future may have a
substantial adverse
<PAGE>
impact on any such public market for the Company's common stock. A minimum
holding period of one year is required for resales under Rule 144, along with
compliance with other pertinent provisions of the Rule, including publicly
available information concerning the Company (this requirement will be satisfied
by the filing and effectiveness of this Registration Statement, the passage of
90 days and the continued timely filing by the Company of all reoprts required
to be filed by it with the Securities and Exchange Commission; limitations on
the volume of "restricted securities" which can be sold in any 90 day period;
the requirement of unsolicited broker's transactions; and the filing of a Notice
of Sale of Form 144. For information regarding "restricted securities" issued by
the Company during the past three years and the commencement date of the holding
period of these securities, see the caption "Recent Sales of Unregistered
Securities," Part II, Item 4.
The following quotations were provided by the National Quotation Bureau,
LLC, and do not represent actual transactions; these quotations do not reflect
dealer markups, markdowns or commissions.
<TABLE>
<CAPTION>
STOCK QUOTATIONS
CLOSING BID
Quarter ended: High Low
------------------ ----- -----
<S> <C> <C>
July 1, 1997
through
September 30, 1997 ....................... .0625 .05
October 1, 1997
through .................................. .125 .0625
December 31, 1997
January 2, 1998
through .................................. .09375 .03125
March 31, 1998
April 1, 1998
through .................................. .03125 .03125
June 30, 1998
July 1, 1998
through .................................. .03125 .03125
September 30, 1998
<PAGE>
October 1, 1998
through .................................. .03125 .01
December 31, 1998
January 4, 1999
through .................................. .01 .01
March 31, 1999
April 1, 1999
through .................................. .03 .01
June 30, 1999
</TABLE>
Holders.
--------
The number of record holders of the Company's common stock as of the
date of this Registration Statement is approximately 107.
Dividends.
----------
The Company has not declared any cash dividends with respect to its
common stock, and does not intend to declare dividends in the foreseeable
future. There are no material restrictions limiting, or that are likely to
limit, the Company's ability to pay dividends on its securities.
Item 2. Legal Proceedings.
---------------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------
There have been no changes in the Company's principal independent
accountant in the past two fiscal years or as of the date of this Registration
Statement. The current accountant for the Company audited its last financial
statements for the year ended December 31, 1998.
<PAGE>
Item 4. Recent Sales of Unregistered Securities.
-------------------------------------------------
On October 7, 1996, the Company issued 4,500,000 shares of $.001 par
value common stock in satisfaction of note payable of $350,000 and $100,000 note
payable. Robert Berry, the Company's President and a Director, was issued
3,500,000 and Darlene Davis was issued 1,000,000 shares, respectively. Mr.
Berry's shares were subsequently transferred to the Trust.
In 1998, 3,000,000 shares of common stock were issued to the Trust, of
which Robert G. Berry trustee, for the development of a new business plan. See
Part I, Item I.
On or about March 31, 1999, Shayne Del Cohen exercised an option to
purchase 25,000 shares of common stock at ten cents per share.
Item 5. Indemnification of Directors and Officers.
------------------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes a
Nevada corporation to indemnify any director, officer, employee, or corporate
agent "who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation" due to his corporate role. Section 78.751(1) extends this
protection "against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the right
of the corporation. The party must have been acting in good faith and with the
reasonable belief that his actions were not opposed to the corporation's best
interests. Unless the court rules that the party is reasonably entitled to
indemnification, the party seeking indemnification must not have been found
liable to the corporation.
To the extent that a corporate director, officer, employee, or agent
is successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense."
Section 78.751 (4) of the NRS limits indemnification under Sections
78.751 (1) and 78.751(2) to situations in which either (1) the stockholders,
(2)the majority of a disinterested quorum of directors, or (3) independent legal
counsel determine that indemnification is proper under the circumstances.
<PAGE>
Pursuant to Section 78.751(5) of the NRS, the corporation may advance
an officer's or director's expenses incurred in defending any action or
proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides that
the rights to indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement, stockholder vote or
vote of disinterested directors. Section 78.751(6)(b) extends the rights to
indemnification and advancement of expenses to former directors, officers,
employees and agents, as well as their heirs, executors, and administrators.
Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his corporate
role.
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
--------------------------
Audited Financial Statements for the year
December 31, 1998
---------------------------------------
Independent Auditors' Report
Balance Sheet for the year ending December 31, 1998
Statements of Operations for the years ending December 31, 1998 and 1997.
Statements of Stockholders' Equity for the years ending December 31, 1998
and 1997.
Statements of Cash Flows for the years ending December 31, 1998 and 1997
Notes to the Financial Statements
Unaudited Financial Statements for the eight month period ending
August 31, 1999
------------------
Balance Sheet
Statement of Operations
Statements of Cash Flows
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
December 31, 1998 and 1997
[WITH INDEPENDENT AUDITORS' REPORT]
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
TABLE OF CONTENTS
Page
<S> <C>
Independent Auditors' Report 1
Balance Sheets -- December 31, 1998 and 1997 2
Statements of Operations for the Years Ended December 31, 1998 and 1997, and
for the Period from Inception [April 27, 1984] through December 31, 1998 3
Statements of Stockholders' Equity/(Deficit) for the Years Ended
December 31, 1998 and 1997, and for the Period from Inception
[April 27, 1984]through December 31, 1998 4 - 5
Statements of Cash Flows for the Years Ended December 31, 1998 and 1997, and
for the Period from Inception [April 27, 1984] through
December 31, 1998 6
Notes to Financial Statements 7 - 15
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
GamePlan, Inc.
We have audited the balance sheets of GamePlan, Inc. [a development stage
company] as of December 31, 1998 and December 31, 1997, and the related
statements of operations, stockholders' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. The financial statements of GamePlan, Inc. for
the period from inception [April 27, 1984] through December 31, 1992, were
audited by other auditors whose report dated March 31, 1993, expressed an
unqualified opinion on those statements. We have previously audited the
financial statements of GamePlan, Inc. as of, and for the periods ended December
31, 1993, 1994, 1995 and 1996, and expressed an unqualified opinion on those
statements in our reports dated March 28, 1995, April 22, 1996, March 17, 1997
and Feberuary 27, 1998, respectively.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the 1998 and 1997 financial statements referred to above
present fairly, in all material respects, the financial position of GamePlan,
Inc. as of December 31, 1998 and December 31, 1997, and the results of
operations and cash flows for the years then ended, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that
GamePlan, Inc. will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company has experienced recurring losses from
operations since its inception, has a net working capital deficiency and a
capital deficit which raise substantial doubt about the ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 9. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Mantyla McReynolds
Salt Lake City, Utah
February 27, 1999
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Balance Sheets
December 31, 1998 and 1997
ASSETS
Current Assets 1998 1997
<S> <C> <C>
Cash - Note 1 $ 193 $ 41
------------------- ----------------
Total Current Assets 193 41
Property and Equipment - Note 2
Property and equipment 57,560 57,560
Less: Accumulated depreciation (43,531) (35,019)
------------------- ----------------
Net Property and Equipment 14,029 22,541
------------------- ----------------
TOTAL ASSETS $ 14,222 $ 22,582
=================== ================
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Accrued liabilities - Note 3 $ -0- $ -0-
------------------- ----------------
Total Current Liabilities -0- -0-
Long-Term Liabilities
Note payable - individuals - Note 5 61,999 56,132
Payable to shareholder - Note 4 188,866 158,286
------------------- ----------------
Total Long-Term Liabilities 250,865 214,418
------------------- ----------------
Total Liabilities 250,865 214,418
Stockholders' Deficit
Common stock -- $.001 par value; 40,000,000 shares
authorized; 15,200,000 and 12,200,000 issued and
outstanding at December 31, 1998 and 1997, 15,200 12,200
respectively
Additional paid-in capital 725,091 725,091
Accumulated deficit during the development stage (976,934) (929,127)
------------------- ----------------
Total Stockholders' Deficit (236,643) (191,836)
------------------- ----------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 14,222 $ 22,582
=================== ================
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Statements of Operations
For the Years Ended December 31, 1998 and 1997 and for
the Period from Inception [April 27, 1984] through December 31, 1998
Inception to
1998 1997 12/31/98
Revenue
<S> <C> <C> <C>
Consulting fees - Note 4 $ -0- $ 4,861 $ 768,042
Commissions - Note 6 -0- -0- 137,034
Other income - Note 8 -0- -0- 27,168
--------------- --------------- --------------
Total Revenue -0- 4,861 932,244
General and administrative expenses 25,209 31,018 1,919,585
--------------- --------------- --------------
Operating Loss (25,209) (26,157) (987,341)
Other Income/(Expense)
Interest income -0- -0- 16,064
Interest expense (22,598) (19,292) (375,016)
Gain/(loss) on sale of assets - Note 8 -0- (815) (29,477)
--------------- --------------- --------------
Total Other Income/(Expense) (22,598) (20,107) (388,429)
--------------- --------------- --------------
Net Loss Before Taxes (47,807) (46,264) (1,375,770)
Income taxes -0- -0- 1,164
--------------- --------------- --------------
Net Loss Before Extraordinary Items (47,807) (46,264) (1,376,934)
Extraordinary items
"Lost Opportunity" settlement - Note 12 400,000
--------------- --------------- --------------
Net Income from Extraordinary Items -0- -0- 400,000
--------------- --------------- --------------
Net Income/(Loss) $ (47,807) $ (46,264) $ (976,934)
=============== =============== ==============
Income/(Loss) per share
Before extraordinary items $ (.01) $ (.01) $ (.29)
Extraordinary items .08
--------------- --------------- --------------
Income/(Loss) per share $ (.01) $ (.01) $ (.21)
=============== =============== ==============
Weighted average shares outstanding 15,200,000 12,200,000 4,740,113
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Statements of Stockholders' Equity/(Deficit)
For the Years Ended December 31, 1998 and 1997 and for
the Period from Inception [April 27, 1984] through December 31, 1998
Accumulated
Additional Deficit During Net
Common Common Paid-in the Development Stockholders'
Shares Stock Capital Stage Equity/(Deficit)
------------ --------- ---------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at Inception, -0- $ -0- $ -0- $ -0- $ -0-
04/27/84
Issued 750,000 shares
of common stock for cash 750,000 750 2,250 3,000
Issued 2,500,000 shares
of common stock for cash 2,500,000 2,500 19,569 22,069
Issued 29,250,000
shares of common stock for
cash, 12/31/91 29,250,000 29,250 29,250
Reverse split [1 for 5]
of 32,500,000 shares of
common stock outstanding (26,000,000) (26,000) 26,000 -0-
Expenses of merger and
stock issuance (17,028) (17,028)
Accumulated deficit
from inception through (5,621) (5,621)
12/31/91
------------ --------- ---------- -------------- -------------
Balance, 12/31/91 6,500,000 6,500 30,791 (5,621) 31,670
Net loss, 1992 (326,738) (326,738)
------------ --------- ---------- -------------- -------------
Balance, 12/31/92 6,500,000 6,500 30,791 (332,359) (295,068)
Issued 1,200,000 shares
of restricted common stock
in satisfaction of debt, 1,200,000 1,200 248,800 250,000
12/30/93
Net loss, 1993 (305,062) (305,062)
------------ --------- ---------- -------------- -------------
Balance, 12/31/93 7,700,000 7,700 279,591 (637,421) (350,130)
Net loss, 1994 (306,974) (306,974)
------------ --------- ---------- -------------- -------------
Balance, 12/31/94 7,700,000 7,700 279,591 (944,395) (657,104)
Net loss, 1995 (215,677) (215,677)
------------ --------- ---------- -------------- -------------
Balance, 12/31/95 7,700,000 7,700 279,591 (1,160,072) (872,781)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Statements of Stockholders' Equity/(Deficit)
For the Years Ended December 31, 1998 and 1997
and for the Period from Inception [April 27, 1984] through December 31, 1998
[continued]
Accumulated
Additional Deficit During Net
Common Common Paid-in the Development Stockholders'
Shares Stock Capital Stage Equity/(Deficit)
------------ --------- ---------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Issued 4,500,000 shares
of common stock in
satisfaction of debt, 4,500,000 4,500 445,500 450,000
10/07/96
Net income, 1996 277,209 277,209
------------ --------- ---------- -------------- -------------
Balance, 12/31/96 12,200,000 12,200 725,091 (882,863) (145,572)
Net income, 1997 (46,264) (46,264)
------------ --------- ---------- -------------- -------------
Balance, 12/31/97 12,200,000 12,200 725,091 (929,127) (191,836)
Issued 3,000,000 shares
of common stock for R&D 3,000,000 3,000 3,000
Net income, 1998 (47,807) (47,807)
------------ --------- ---------- -------------- -------------
Balance, 12/31/98 15,200,000 $ 15,200 $ 725,091 $ (976,934) $ (236,643)
============ ========= ========== ============== =============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended December 31, 1998 and 1997 and for
the Period from Inception [April 27, 1984] through December 31, 1998
Inception to
1998 1997 12/31/98
<S> <C> <C> <C>
Cash Flows Provided by/(Used for) Operating Activities
Net Income/(loss) $ (47,807) $ (46,264) $ (976,934)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 8,512 11,353 159,011
Notes issued in exchange for interest expense -0- 17,265 59,588
Notes issued in exchange for accrued interest -0- 1,198 49,589
Issued common stock for development cost -
Note 15 3,000 -0- 3,000
Loss/(gain) on disposal of property & equipment -0- 815 29,477
Increase/(decrease) in accounts payable -0- (5,118) -0-
Increase/(decrease) in accrued expenses 22,597 2,330 24,927
-------------- --------------- --------------
Net Cash Provided by/(Used for) Operating Activities (13,698) (18,421) (651,342)
Cash Flows Provided by/(Used for) Investing Activities
Investment sales/(purchases) -0- -0- -0-
Capital expenditures -0- -0- (519,157)
Proceeds from disposal of property and equipment -0- 2,580 316,641
-------------- --------------- --------------
Net Cash Provided by/(Used for) Investing Activities -0- 2,580 (202,516)
Cash Flows Provided by/(Used for) Financing Activities
Proceeds from loans 13,850 14,300 1,346,867
Loan principal reductions -0- -0- (530,107)
Proceeds from issuance of common stock -0- -0- 37,291
-------------- --------------- --------------
Net Cash Provided by/(Used for) Financing Activities 13,850 14,300 854,051
-------------- --------------- --------------
Net Increase/(Decrease) in Cash 152 (1,541) 193
Beginning Cash Balance 41 1,582 -0-
-------------- --------------- --------------
Ending Cash Balance $ 193 $ 41 $ 193
============== =============== ==============
Supplemental disclosures
Cash paid for interest $ -0- $ -0- $ 216,129
============== =============== ==============
Non-cash financing activities
Issued shares of common stock in satisfaction of debt $ -0- $ -0- $ 700,000
============== =============== ==============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Basis of Presentation
The Company was originally incorporated under the laws of the
State of Utah on August 26, 1981, as Sunbeam Solar, Inc. The
Company was dormant until April 27, 1984, at which time common
stock was issued. On December 23, 1991, the Company entered into
a plan of merger with GamePlan, Inc., a Nevada corporation.
GamePlan, Inc. was the surviving corporation.
The Company is in the development stage and is exploring new
ideas for its planned principal operations. During 1997 and in
prior years, the Company earned revenues primarily from
consulting fees.
(B) Cash
Cash consists of cash on deposit in commercial banks.
(C) Property and Equipment
Property and equipment are stated at cost. Depreciation is
provided using the straight-line method over the useful lives of
the related assets of five to ten years.
(D) Loss per Share
Loss per share is based on the weighted average number of common
shares outstanding. Common stock equivalents have been excluded
from the calculation, as due to the loss they would be
anti-dilutive.
(E) Additional Paid-in Capital
The amount shown on the financial statements as additional
paid-in capital consists of the proceeds from the sale of common
stock in excess of its par value, reduced by any direct expenses
of such sales, and the excess over par value of common stock
issued in the satisfaction of debt.
<PAGE>
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES[CONTINUED]
(F) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
NOTE 2 PROPERTY AND EQUIPMENT
Property and equipment are summarized as follows:
1998 1997
Office Furniture & $ 57,560 $ 57,560
Equipment
Less: Accumulated (43,531) (35,019)
Depreciation
--------------- --------------
Net Property and $ 14,029 $ 22,541
Equipment
=============== ==============
NOTE 3 ACCRUED LIABILITIES
Accrued liabilities consist of the following:
1998 1997
Accrued Interest on notes
payable $ 24,927 $ 2,330
These amounts have been rolled into long-term notes subsequent to
year end. Thus, there is no current balance due in 1999.
<PAGE>
NOTE 4 RELATED-PARTY TRANSACTIONS
(A) Contracts
In 1993, the Company entered into a series of transactions with
an American Indian tribe ["Indian tribe"].
(i) Effective July, 1993, the Company entered into a 50/50
joint venture agreement with the Indian tribe for the
purpose of pursuing Indian gaming opportunities. Under
this agreement, the Company had an obligation to provide
up to $1,000,000 per venture, but no more than $2,000,000
in the aggregate. Pursuant to this obligation, the Company
was required to provide the Indian tribe a security
interest in all of its assets. As a condition to this
agreement, the Company was not allowed to pay the
principal portion of the shareholder debt without the
prior written consent of the tribe. This agreement was
terminated by the Company effective March 5, 1996.
Also, as a part of the agreement mentioned above, the
Indian tribe loaned the Company $250,000 at an interest
rate of prime plus 2% and the Indian tribe was granted an
option to purchase 1,200,000 shares of the Company's
common stock for $250,000. On December 30, 1993, the
Indian tribe exercised its option to purchase the stock.
In consideration for the stock, the Indian tribe canceled
its loan to the Company. The Company further represented
to the tribe that it did not intend to issue further
shares, warrants or options, except by registration under
the 1933 Securities Act, and that the shares issued to the
Indian tribe would be registered by the Company within two
years, or when it registered any other shares for issuance
or sale, subject to underwriter approval. The termination
of the above-referenced agreement does not affect this
portion of the agreement.
(ii) Effective August, 1993, the Company entered into a
consulting agreement with the gaming corporation of the
Indian tribe. The agreement provided for consulting fees
at the rate of $22,500 per month, plus an amount equal to
the advertising fee paid to an advertising agency in which
an officer of the Company is an owner. During 1994, the
Company received a gross amount of $30,000 per month, from
which it paid $7,500 per month to the referenced
advertising agency. Beginning January, 1995 and continuing
through
<PAGE>
NOTE 4 RELATED-PARTY TRANSACTIONS [CONTINUED]
August, 1995, the consulting fee rate increased to $25,000 per
month, plus $7,500 per month advertising fee. The Company was
further reimbursed for direct expenses incurred in connection
with travel to the tribal corporation facilities to carry out the
consulting duties provided for in the contract. As a condition to
this agreement, the Company could not pay the principal portion
of the shareholder debt without prior written consent of the
tribal corporation. This agreement was approved by the United
States Department of the Interior, a condition precedent to the
agreement having force. The initial term of the agreement was one
year, commencing August 18, 1993. The expiration date of August
18, 1994, was renewable by mutual agreement of the parties, for
successive renewal periods totaling no more than four years,
provided that the terms and conditions of the renewals did not
increase the financial obligations of the Indian tribe. The
agreement was canceled by the parties, and the final check under
the agreement was received by the Company in August, 1995.
(B) Payable to Shareholder
The amount payable to shareholder includes balances to an
individual, who is also a director and the president, for amounts
loaned to the Company, plus accrued interest on those loans. On
February 17, 1996, the Company issued notes totaling $695,500,
which extended the maturity date on a prior loan to March 2,
1997. During 1996, he advanced an additional $32,600 to the
Company. On October 7, 1996, the Company issued 3,500,000 shares
of $.001 par value common stock in satisfaction of $350,000 of
the note payable and paid a principal reduction of $260,890 in
cash. The Company paid an additional principal reduction of
$20,000 on October 16, 1996. On October 17, 1996, the Company
issued a new promissory note for the remaining $125,536, bearing
interest at the rate of prime plus 2% and had a maturity date of
on or before February 1, 1998, with no penalty for prepayment.
During 1997, the individual advanced an additional $14,300 to the
Company. On February 1, 1998, two new notes were executed which
include principal and prior interest. During 1998, an additional
$13,850 was advanced to the Company. On February 1, 1999, a new
note with the same terms was issued to replace all prior notes
plus accrued interest, and is due February 1, 2001.
Interest has been accrued through 12/31/98.
<PAGE>
NOTE 4 RELATED-PARTY TRANSACTIONS [CONTINUED]
1998 1997
Unsecured loans maturing 2/01/99
plus 1998 advances from a
director, officer and shareholder
bearing interest at prime plus 2% $ 169,782 $ 155,931
Accrued interest payable 19,084 2,355
-------------- ---------------
Payable to directors, officers &
shareholders $ 188,866 $ 158,286
============== ===============
NOTE 5 NOTE PAYABLE - INDIVIDUALS
The Company renewed an unsecured note on October 1, 1993, with
two individuals, extending the maturity date to October 1, 1994.
Principal of $245,000, along with accrued interest, were due to
be paid on or before October 1, 1994, with no penalty for
prepayment. During November, 1994, the Company paid a principal
reduction of $45,000 along with $19,600 accrued interest, and
renewed the remaining principal balance of $200,000 for a period
of one year. The unsecured renewal principal amount, along with
interest accruing at the rate of prime plus 2% on the unpaid
principal balance, was due on or before November 1, 1995, with no
penalty for prepayment. On April 26, 1995, the two individuals
extended the maturity date on the $200,000 to March 6, 1996. The
parties later reached an agreement to extend the maturity date of
the principal and interest due under the terms and conditions of
the note to January 5, 1997. On October 7, 1996, the Company
issued 1,000,000 shares of $.001 par value common stock in
satisfaction of $100,000 of the note payable and paid an
additional $89,110 in cash. The Company issued a new promissory
note for the remaining $49,600, bearing interest at the rate of
prime plus 2% and had a maturity date of on or before February 1,
1998, with no penalty for prepayment. On February 1, 1998, a new
promissory note was executed compounding the unpaid interest and
extending the maturity date to February 1, 1999. In February,
1999, this note plus the right to receive all accrued interest
was assigned to two other individuals. A new note was written
naming those individuals and compounds interest through February
1, 1999. The new note plus all accrued interest is due and
payable on February 1, 2001, with no penalty for pre-payment.
Interest on this note has been accrued through December 31, 1998.
<PAGE>
NOTE 5 NOTE PAYABLE - INDIVIDUALS[CONTINUED]
On July 5, 1995, one of the two individuals mentioned above
loaned the Company an additional $25,000, with principal and
interest at the rate of 10% to be repaid on or before January 5,
1996. As further consideration for the loan, the individual was
also to receive 2,500 restricted shares of the Company's common
stock. The parties later reached an agreement to extend the
maturity date of the principal and interest due under the terms
and conditions of the note to January 5, 1997. On October 7,
1996, the Company repaid the principal and interest due in full.
In November 1996, a shareholder and officer of the Company
transferred some of his personally owned shares of common stock
to this individual in satisfaction of the contract.
NOTE 6 COMMISSIONS
In 1992, the Company entered into a three-year distributorship
contract with a manufacturer of gaming equipment, to broker said
equipment on Indian Reservations in the United States. The
Company received commissions from the manufacturer on sales of
the equipment.
NOTE 7 STOCK SALE AND MERGER
In December, 1991, the Company entered into a series of
transactions, the principal terms of which are as follows:
(A) The Company sold 29,250,000 shares of its previously unissued
common shares to the President of GamePlan, Inc. for $.001 per
share.
(B) A plan of merger was entered into between Sunbeam Solar,
Inc., a Utah corporation, and GamePlan, Inc., a Nevada
corporation. GamePlan, Inc. was the surviving entity and the
corporate identity of Sunbeam Solar, Inc. ceased.
(C) Upon completion of the above activities, the Company
authorized and completed a one-for-five reverse stock split of
all of its then outstanding shares. This reduced the shares
outstanding from 32,500,000 to 6,500,000 immediately following
the reverse split.
<PAGE>
NOTE 8 CHARTER FEES AND SALE OF ASSETS
During 1993, the Company entered into an agreement with an
aviation company to hire the Company's airplane for charter. The
agreement continued in effect until the sale of the airplane in
September, 1994.
NOTE 9 LIQUIDITY
The Company has incurred losses from inception amounting to
$976,934, has a net working capital deficit, and has a total
capital deficit at December 31, 1998. Financing the Company's
activities to date has primarily been the result of borrowing
from a shareholder and others. The Company's ability to achieve a
level of profitable operations and/or additional financing may
impact the Company's ability to continue as it is presently
organized. Management is unsure of its future plans but does
intend to keep the corporation in good standing for the
foreseeable future.
NOTE 10 OPERATING LEASES
Effective October 1, 1994, the Company entered into two lease
agreements for office space. The lease agreements were canceled
during 1995 by mutual agreement of the parties.
NOTE 11 CHANGE IN ACCOUNTING PRINCIPLE - ACCOUNTING FOR TAXES
During 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, which
is effective for fiscal years beginning after December 15, 1992.
The Standard requires the recognition of deferred tax assets and
liabilities for the temporary differences between the financial
reporting basis and tax basis of the Company's assets and
liabilities at enacted tax rates expected to be in effect when
such amounts are realized or settled. The cumulative effect of
this change in accounting for income taxes as of January 1, 1993
is $-0- due to operating losses carried over from prior years and
the unlikely nature of future earnings. Any deferred tax benefits
arising from operating losses carried forward would be offset
entirely by a valuation allowance since it is not likely that the
Company will be sufficiently profitable in the future to take
advantage of the losses carried forward. The Company has no
timing differences. Net operating loss carry forward amounts
expire at various times through 2013.
<PAGE>
NOTE 12 "LOST OPPORTUNITY" SETTLEMENT
On March 18, 1996, an American Indian tribe entered into an
agreement with the Company to pay the Company $400,000 as a good
faith settlement for lost opportunity costs incurred during the
period from 1993 through 1996. The tribe paid the full $400,000
settlement to the Company on October 1, 1996.
NOTE 13 STOCK OPTIONS/SUBSEQUENT EVENT
On February 10, 1997, the Company entered into stock option
agreements with two directors of the Company. The options
provided for the purchase of a total of 50,000 shares, in two
25,000 share lots, of Company common stock at $.10 per share. On
February 4, 1999 one of the options was exercised. The other
option expired on February 10, 1999.
NOTE 14 NEW BUSINESS PURPOSE
The Company, concluding that its present business purpose was not
viable long term, ceased its gaming consulting operations in
1996. Since that time, the Company's majority shareholder has
developed a new business plan supported by statistics and
numerous un-coded software programs. The business plan sets
forth, in detail, an Internet based new methodology for the
practice of law in the United States, called "The Practice of
Integrative Law." It consists of a membership plan, financing,
insurance, brokerage, telephony, a secure digital communications
system, and the creation of a Legal Services Organization
(LSOsm).
Numerous service marks have been approved as well as registration
of approximately fifteen electronic commerce addresses.
The Plan is now complete and the Company is presently seeking the
participation of venture capitalists and/or exploring the
feasibility of a "secondary offering".
NOTE 15 ISSUANCE OF STOCK
On January 9, 1998, the Board of directors approved a motion to
issue 3,000,000 shares of Rule 144 stock to a trust in the name
of the president in consideration for the transfer of all rights,
title, and interest in the new business plan noted above.
<PAGE>
NOTE 15 ISSUANCE OF STOCK [continued]
The directors further resolved to enter into a stock option
contract with another individual as consideration for assistance
in developing the above mentioned ideas. The option contract
allows the purchase of 100,000 shares of stock at $1 per share if
the business concept is developed and successfully sold.
NOTE 16 REPORTING COMPANY
Due to recent rule changes, the National Association of
Securities Dealers, Inc. now requires all non-reporting companies
to be reporting companies, pursuant to applicable provisions of
the Securities Exchange Act of 1934, as amended. The Company's
management intends to accomplish the necessary requirements such
that it will be a fully reporting company on or before the
deadline in December, 1999.
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
Condensed Financial Statements
August 31, 1999
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Condensed Balance Sheet
(Unaudited)
ASSETS
August 31, 1999
-----------------------
<S> <C>
Current Assets
Cash $ 3,527
-----------------------
Total Current Assets 3,527
Equipment, net 10,265
Other Assets 0
-----------------------
TOTAL ASSETS $ 13,792
=======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accrued liabilities $ 24,927
----------------------
Total Current Liabilities 24,927
Long-term liabilities
Notes payable 249,438
----------------------
Total Liabilities 274,365
Stockholders' Equity
Common stock 15,225
Additional paid in capital 727,566
Accumulated deficit during development stage (1,003,364)
----------------------
Total Stockholders' Equity (260,573)
----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,792
======================
See accompanying notes and Independent Accountants' report
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Condensed Statements of Operations
(Unaudited)
For the Eight For the Eight
Months Ended Months Ended
August 31, 1999 August 31, 1998
----------------------- -----------------------
<S> <C> <C>
Revenues $ -0- $ -0-
----------------------- -----------------------
General and administrative
expense 26,430 12,771
----------------------- -----------------------
Operating Loss (26,430) (12,771)
----------------------- -----------------------
Net Loss $ (26,430) $ (12,771)
======================= =======================
Net Loss per Share $ (0.01) $ (0.01)
======================= =======================
Weighted Average Number
of Shares Outstanding 15,213,194 15,200,000
======================= =======================
</TABLE>
See accompanying notes and Independent Accountants' report
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Condensed Statements of Cash Flows
(Unaudited)
For the Eight For the Eight
Months Ended Months Ended
August 31, 1999 August 31, 1998
-------------------- -----------------------
<S> <C> <C>
Cash Flows Used for Operating Activities:
Net Loss $ (26,430) $ (12,771)
Adjustments to reconcile net loss to
net cash used for operating activities:
Depreciation 3,764
Increase in other current assets
Increase (decrease) in current liabilities
-------------------- -----------------------
Net Cash Flows Used for Operating Activities (22,666) (12,771)
Cash Flows Used for Investing Activities:
-------------------- -----------------------
Net Cash Flows Used for Investing Activities -0- -0-
Cash Flows Provided by Financing Activities
Principal increase shareholder loan 23,500 12,850
Stock issued for options 2,500
-------------------- -----------------------
Net Cash Flows Provided by Financing Activities 26,000 12,850
Net Increase (Decrease) in Cash 3,334 79
Beginning Cash Balance 193 41
-------------------- -----------------------
Ending Cash Balance $ 3,527 $ 120
==================== =======================
See accompanying notes and Independent Accountants' report
</TABLE>
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Condensed Financial Statements
August 31, 1999
PRELIMINARY NOTE
The accompanying condensed consolidated financial statements have been
prepared without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted.
It is suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-KSB for the year ended December
31, 1998.
ORGANIZATION AND MERGER
GamePlan, Inc. ("GamePlan" or "Company") was originally incorporated
under the laws of the State of Utah on August 26, 1981, as Sunbeam
Solar, Inc. The Company was dormant until April 27, 1984, at which time
common stock was issued. On December 23, 1991, the Company entered into
a plan of merger with GamePlan, Inc., a Nevada corporation. GamePlan,
Inc. was the surviving corporation. The Company is in the development
stage and is exploring new ideas for its planned principal operations.
COMMON STOCK
On February 4, 1999, a director exercised options to purchase 25,000
shares of common stock at $0.10 per share. The Company received $2,500
on March 25, 1999.
<PAGE>
PART III
Item 1. Index to Exhibits.
---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
------ ------------
<S> <C>
3.1 Initial Articles of Incorporation for GamePlan Inc. a Nevada
corporation, as filed on December 26, 1991.
3.2 By-laws, as adopted on December 26, 1991.
3.3i Articles of Merger of Gameplan, Inc.,
as filed on December 31, 1991.
3.3ii Articles of Amendment to the Articles of Incorporation,
change authorized capital, as filed on December 30, 1993.
27 Financial Data Schedule
</TABLE>
* Summaries of all exhibits contained within this Registration
Statement are modified in their entirety by reference to these Exhibits.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
GAMEPLAN, INC.
Date: SEPT. 22, 1999 /S/ ROBERT G. BERRY
-----------------------------
Robert G. Berry, Director and President
Date: SEPT. 22, 1999 /S/ SHAYNE DEL COHEN
-----------------------------
Shayne Del Cohen, Director and Secretary
<PAGE>
ARTICLES OF INCORPORATION
OF
GAMEPLAN, INC.
The undersigned incorporator, being a natural person 18 years of age
acting as the sole incorporator of the above-named corporation
(hereinafter referred to as the "Corporation"), hereby adopts the
following Articles of Incorporation for the Corporation.
ARTICLE I
NAME
The name of the Corporation shall be: GamePlan, Inc.
ARTICLE II
PERIOD OF DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES AND POWERS
The purpose or purposes for which the Corporation is organized is to
seek, investigate, acquire interests in, and dispose of business
opportunities, ventures, enterprises, or assets, including those involving
or related to the entertainment business-, to own and operate any
enterprise whatsoever; to acquire, hold, and dispose of real or personal
property of any kind or nature, tangible or intangible; and to do any and
every act or thing proper or necessary and incidental to the foregoing and
conduct any lawful business for which a corporation may be organized under
the laws of the state of Nevada.
ARTICLE IV
AUTHORIZED SHARES
The Corporation is authorized to issue a total of 50,000,000 shares,
consisting of 10,000,000 shares of preferred stock, par value $0.001 per
share (hereinafter the "Preferred
<PAGE>
Stock"), and 40,000,000 shares of common stock, par value $0.001 per share
(hereinafter the "Common Stock").
ARTICLE V
CLASSES OF STOCK
A statement of the designations and the powers, preferences, rights,
qualifications, limitations, or restrictions of the shares of stock of
each class and series which the Corporation is authorized to issue is as
follows:
I. Preferred Stock. Of the 10,000,000 shares of Preferred Stock,
5,000,000 shares shall be reserved for issuance exclusively to Indian
nations, tribes, or bands within the United States of America.
Shares of Preferred Stock shall be nonassessable and may be issued in
one or more series as may from time to time be determined by the board of
directors. Each series shall be distinctly designated. All shares of any
one series of the Preferred Stock shall be alike in every particular,
except that there may be different dates from which dividends thereon, if
any, shall be cumulative, if made cumulative. The powers, preferences,
participating, optional, or other rights of each such series or
qualifications, limitations, or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding. Subject to
the limitations set forth in paragraph 3 of this article V, the board of
directors of the Corporation is hereby expressly granted authority to fix
by resolution or resolutions adopted prior to the issuance of any shares
of each particular series of Preferred Stock, the designation, powers,
preferences, and relative, participating, optional, or other rights or the
qualifications, limitations, or restrictions thereof, including, without
limiting the generality of the foregoing, the following:
(a) The distinctive designation of and the number of shares of
Preferred Stock which shall constitute the series, which number may
be increased (except as otherwise fixed by the board of directors)
or decreased (but not below the number of shares thereof
outstanding) from time to time by action of the board of directors;
(b) The rate and times at which, and the terms and conditions on
which, dividends, if any, on the shares of the series shall be paid,
the extent of the preferences or relation, if any, of such dividends
to the dividends payable on any other class of stock or series of
Preferred Stock, and whether such dividends shall be cumulative or
noncumulative;
(c) The right, if any, of the holders of shares of the series to
convert the same into or exchange the same for any other class of
stock or series of Preferred Stock of the Corporation and the terms
and conditions of such conversion or exchange;
<PAGE>
(d) Whether shares of the series shall be subject to redemption
and the redemption price or prices, including, without limitation, a
redemption price or prices payable in shares of any class of stock
or series of Preferred Stock, cash, or other property and the time
or times at which, and the terms and conditions on which, shares of
the series may be redeemed;
(e) The rights and preferences of the holders of the shares of
the series on voluntary or involuntary liquidation, merger,
consolidation, distribution or sale of assets, dissolution, or
winding up of the Corporation;
(f) The terms of the sinking fund or redemption or purchase
amount, if any, to be provided for shares of the series; and
(g)The voting powers, if any, of the holders of shares of the
series which may, without limiting the generality of the foregoing,
include: (i) the right to more or less than one vote per share on
any or all matters voted on by the shareholders, and (ii) the right
to vote as a series by itself or together with other series of
Preferred Stock or together with all series of Preferred Stock as a
class on such matters, under such circumstances, and on such
condition as the board of directors may fix, including, without
limitation, the right, voting as a series by itself or together with
other series of Preferred Stock or together with all series of
Preferred Stock as a class, to elect one or more directors of the
Corporation in the event of a default in the payment of dividends on
any one or more series of Preferred Stock or under such other
circumstances and on such conditions as the board may determine.
2. Common Stock, The Common Stock of the Corporation shall be
nonassessable and shall have the following powers, preferences,
rights, qualifications, limitations, and restrictions:
(a) with respect to preferential dividends of
Preferred Stock (fixed in accordance with the provisions
of paragraph I of this article V), if any, shall be met,
the
Corporation complies with all requirements, if any, with respect to the setting
aside of funds in sinking funds or redemption or purchase accounts (fixed in
accordance with the provisions of paragraph l(a) of this article V), and any
other conditions which may be affixed in accordance with the provisions of
paragraph 1 of this article V are satisfied, then, but not otherwise, the
holders of Common Stock shall be entitled to receive such dividends, if any, as
may be declared from time to time by the board of directors,
<PAGE>
(b) After distribution in full of the preferential amount (fixed in
accordance with the provisions of paragraph I of this article V), if any,
to be distributed to the holders of Preferred Stock in the event of a
voluntary or involuntary liquidation, distribution or sale of assets,
dissolution or winding up of the Corporation, the holders of the Common
Stock shall be entitled to receive all of the remaining assets of the
Corporation, tangible and intangible, of whatever kind available for
distribution to stockholders, pro rata on the basis of the number of
shares of Common Stock held: and
(c) Except as may otherwise be required by law, these articles of
incorporation of the Corporation, or the provisions of the resolution or
resolutions as may be adopted by the board of directors pursuant to
paragraph I of this article V, in all matters as to which the vote or
consent of stockholders of the Corporation shall be required to be taken,
the holders of the Common Stock shall have one vote per share of Common
Stock held. Cumulative voting on the election of directors or on any other
matter submitted to the stockholders shall not be permitted.
3 Other Provisions
(a) The relative powers, preferences, and rights of each series of
Preferred Stock in relation to the powers, preferences, and rights of each
other series of Preferred Stock shall, in each case, be as fixed from time
to time by the board of directors in the resolution or resolutions adopted
pursuant to authority granted in paragraph I of this article V and the
consent by class or series vote or otherwise of the holders of any series
of Preferred Stock as are from time to time outstanding shall not be
required for the issuance by the board of directors of any other series of
Preferred Stock whether the powers, preferences, and rights of such other
series shall be fixed by the board of directors as senior to or on a
parity with the powers, preferences, and rights of such outstanding class
or series, or any of them; provided, however, that the board of directors
may provide in such resolution or resolutions adopted with respect to any
series of Preferred Stock that the consent of the holders of the
outstanding shares of any class or series shall be required for the
issuance of any or all other series of Preferred Stock, the vote required
to constitute consent, and the procedure by which consent shall be
obtained.
(b) Subject to the provisions of subparagraph (a) of this paragraph,
shares of any class of stock or series of Preferred Stock may be issued
from time to time as the board of directors shall determine and on such
terms and for such consideration as shall be fixed by the board of
directors.
(c) No holder of any of the shares of any class or series of stock or
of options, warrants, or other rights to purchase shares of any class or
series of stock or of other securities of the Corporation shall have any
preemptive right to purchase or subscribe for
<PAGE>
any unissued stock of any class or series or any additional shares of any
class or series to be issued by reason of any increase of the authorized
capital stock of the Corporation or of any class or series, or bonds,
certificates of indebtedness, debentures, or other securities convertible
into or exchangeable for stock of the Corporation of any class or series,
or carrying any rights to purchase shares of any class or series, but any
such unissued stock, additional authorized issue of shares of any class or
series of stock, or purchase stock, into or exchangeable for stock
carrying any right to disposed of pursuant to resolution of the board of
directors to such persons, firms, corporations, or associations and on
such terms as may be deemed advisable by the board of directors in the
exercise of its sole discretion.
(d) Subject to the requirements and limitations of the corporation laws
of the state of Nevada, the Corporation shall have the right to redeem
shares of Preferred or Common Stock pursuant to the terms and conditions
of these articles of incorporation if the board of directors determines,
in its sole discretion, that such action is necessitated by a
shareholder's inability to obtain any licensing or regulatory approval
required in order for the Corporation to meet the gaming requirements in
any state in which the Corporation is then engaged or proposes to engage
in gaming or similar activities requiring such licensing. Shares of
Preferred or Common Stock are subject to redemption by the Corporation on
30 days' written notice specifying the date on which the shares shall be
redeemed, subject to the right of such shareholder during such 30-day
period to sell or otherwise dispose of such shares to such third party or
parties and for such price and on such terms and conditions as may be
acceptable to such shareholder. The Corporation may redeem a portion or
all of the issued and outstanding shares of a shareholder subject to the
limitations and conditions herein. The redemption does not have to be on
a pro rata basis. The redemption price shall be based on the fair market
value for such shares on the close of business on the day prior to the
date of the notice of redemption and determined by the medium between the
closing bid and asked quotations for such stock on the close of business
on such date, if the stock is then quoted in an interdealer quotation
medium or, otherwise, at the net book value per share of' the Corporation
as of the end of its most recent fiscal year as reported on the
Corporation's most regular financial statements, which need not be
audited. In all instances the board of directors shall have complete
authority to determine upon and take the necessary proceedings fully to
effect the redemption of the shares selected for redemption and the
cancellation of the certificates representing such shares and any such
action by the board of directors shall, in the absence of fraud, be
deemed conclusive. Upon the completion of such redemption, the rights of
holders of the shares of Preferred or Common Stock which have been
redeemed and called in shall in all respects cease, except that such
holders shall be entitled to receive the redemption price for their
shares. Whenever any shares of Preferred or Common Stock of the
Corporation are redeemed as herein authorized, the Corporation may, by
resolution of its board of directors, cancel such shares and return them
to the status of authorized but unissued shares. The redemption price
shall be paid in cash.
<PAGE>
ARTICLE VI
TRANSACTIONS WITH OFFICERS AND DIRECTORS
No contract or other transaction between the Corporation and any other
firm or corporation shall be affected by the fact that a director or
officer of the Corporation has an interest in, or is a director or officer
of, such other firm or corporation. Any officer or director, individually
or with others, may be a party to, or may have an interest in, any
transaction of the Corporation or any transaction in which the Corporation
is a party or has an interest. Each person who is now or may become an
officer or director of the Corporation is hereby relieved from liability
that he might otherwise incur in the event such officer or director
contracts with the Corporation, individually or in behalf of another
corporation or entity in which he may have an interest; provided, that
such officer or director acts in good faith.
ARTICLE VII
LIMITATION ON LIABILITY
A director or officer of the Corporation shall have no personal liability
to the Corporation or its stockholders for damages of fiduciary duty as a
director or officer, except for damages for breach of fiduciary duty
resulting from (a) acts or omissions which involve intentional misconduct,
fraud, or a knowing violation of law, or (b) the payment of dividends in
violation of section 78.300 of the Nevada Revised Statutes, as it may from
time to time be amended or any successor provision thereto.
ARTICLE VIII
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS
The Corporation shall have the power to indemnify each director, officer,
employee, or agent of the Corporation and their respective heirs,
administrators, and executors against all liabilities and expenses
reasonably incurred in connection with any action, suit, or proceeding to
which he may be made a party by reason of his being or having been a
director, officer, employee, or agent of the Corporation, to the full
extent permitted by the laws of the state of Nevada now existing or as
such laws may hereafter be amended.
ARTICLE IX
REGISTERED OFFICE AND REGISTERED AGENT
The address of the Corporation's principal office in the state of Nevada
is 241 Ridge Street, Reno, Nevada 89505. The name and address of its
initial resident agent is Sierra Corporate Services, Either the registered
office or the resident agent may be changed in the manner
<PAGE>
provided by law.
ARTICLE X
AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal all
or any portion of the provisions contained in these articles of
incorporation from time to time in accordance with the laws of the state
of Nevada, and all rights conferred on stockholders herein are granted
subject to this reservation.
ARTICLE XI
ADOPTION OR AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new
bylaws shall be vested in the board of directors, but the stockholders of
the Corporation may also alter, amend, or repeal the bylaws or adopt new
bylaws. The bylaws may contain any provisions for the regulation or
management of the affairs of the Corporation not inconsistent with the
laws of the state of Nevada now or hereafter existing.
ARTICLE XII
DIRECTORS
The governing board of the Corporation shall be known as the board of
directors. The number of directors comprising the board of directors shall
be fixed and may be increased or decreased from time to time in the manner
provided in the bylaws of the Corporation, except that at no time shall
there be less than three directors. The original board of directors shall
consist of three persons. The name and address of each person who is to
serve as director until the first annual meeting of stockholders and until
his or her successor is elected and shall qualify is as follows:
Name Address
Robert G. Berry 3701 Fairview Road
Reno, Nevada 89511
Kevin M. Berry 3701 Fairview Road
Reno, Nevada 99511
<PAGE>
John T. Jenkins 7271 Mountain Moss
Las Vegas, Nevada 89117
ARTICLE XIII
INCORPORATORS
The name and mailing address of the sole incorporator signing these
articles of incorporation is as follows:
Name Address
Robert G. Berry 3701 Fairview Road
Reno, Nevada 89511
1the undersigned, being the sole incorporator of the Corporation herein
before named, do make and file these articles of incorporation, hereby
declaring that the facts herein are true.
DATED this 2nd day of December 1991.
/S/ Robert G. Berry
STATE OF UTAH
Ss
COUNTY OF SALT LAKE
On 2nd day of December, 1991, personally appeared before me, the
undersigned notary public, Robert G. Berry, who being by me first duly
sworn, declared that he is the sole incorporator of GamePlan, Inc., that
he signed the foregoing articles of incorporation, and that the statements
contained therein are true.
<PAGE>
BYLAWS
OF
GAMEPLAN, INC.
A NEVADA CORPORATION
TABLE OF CONTENTS
PAGE
ARTICLE 1. OFFICES 1
Section I
Section 2
ARTICLE II. MEETINGS OF STOCKHOLDERS 1
Section I 1
Section 2 1
Section 3 1
Section 4. 1
Section 5 1
Section 6 2
Section 7 2
Section 8 2
Section 9 2
Section 10 2
ARTICLE III. DIRECTORS 2
Section I 2
Section 2 2
Section 3. 3
Section 4 3
Section 5 3
Section 6 3
Section 7 3
Section 8. 3
Section 9 3
Section 10 3
Section 11 3
Section 12 4
ARTICLE IV. NOTICES 4
<PAGE>
Section 1. 4
Section 2 4
Section 3 4
ARTICLE V. OFFICERS 4
Section I 4
Section 2 4
Section 3 4
Section 4 4
Section 5 5
Section 6 5
Section 7 5
Section 8 5
Section 9 5
Section 10 5
Section 12 5
Section 12 5
ARTICLE VI. CERTFICATES OF STOCK 6
Section I 6
Section 2 6
Section 3 6
Section 4 6
Section 5 6
Section 6 7
ARTICLE VII. GENERAL PROVISIONS 7
Section I 7
Section 2 7
Section 3 7
Section 4 7
Section 5 7
Section 6 7
Section 7 8
ARTICLE VIII. AMENDMENTS 8
CERTIFICATE 8
<PAGE>
BYLAWS
OF
GAMEPLAN, INC.
ARTICLE I
OFFICES
Section 1. The principal office shall be at 241 Ridge Street,
Reno, Nevada 89505.
Section 2. The corporation may also have offices at such other places both
within and without the state of Nevada as the board of directors may from time
to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. The annual meeting of the stockholders shall be held at the
principal executive offices of the Corporation or such other place as the board
of directors shall determine. Special meetings of the stockholders may be held
at such time and place within or without the state of Nevada as shall be stated
in the notice of the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at such place and time
not less than 90 nor more then 180 days after the end of the Corporation's
fiscal year as the board of directors shall determine, at which they shall elect
by a plurality vote a board of directors, and transact such other business as
may properly be brought before the meeting.
Section 3. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the articles of incorporation, may
be called by the president arid shall be called by the president or secretary at
the request in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.
Section 4. Notices of meetings shall be in writing and signed by the president
or a vice president, or the secretary, or an assistant secretary or by such
other person or persons as the directors shall designate. Such notice shall
state the purpose or purposes for which the meeting is called and the time and
place at which it is to be held, which may be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than I0 nor more
than 60 days before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears on the records of the Corporation and
<PAGE>
on such mailing of any such notice, the service thereof shall be complete, and
the time of the notice shall begin to run from the date on which such notice is
deposited in the mail for transmission to such stockholder. Personal delivery of
any such notice to any officer of a corporation or association, or to any member
of a partnership shall constitute delivery of such notice to such corporation,
association, or partnership. In the event of the transfer of stock after
delivery or mailing of the notice of, and prior to the holding of, the meeting
it shall not be necessary to deliver or mail notice of the meeting to the
transferee.
Section 5. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
Section 6. The holders of at least 33 1/3% of' the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy shall
constitute a quorum at all meetings of the stockholders or for the transaction
of business except as otherwise provided by statute or by the articles of
incorporation. If, however; such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting form time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 7. When a quorum is present or represented at any meeting the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the articles of incorporation a different vote is required in which case such
express provision shall govern and control the decision of such question.
Section 8. Every stockholder of record of the Corporation shall be entitled at
each meeting of stockholders to one vote for each share of stock standing in his
name on the books of the Corporation,
Section 9. At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six months from the date of its
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution. Subject to
the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing a
later date is filed with the secretary of the Corporation.
<PAGE>
Section 10. Any action, except election of directors, which may be taken by the
vote of the stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the articles of
incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall
be three. The board of directors may increase or decrease the number of
directors by resolution to not less than three. The directors shall be elected
at the annual meeting of the stockholders and except as provided in section 2 of
this article III, each director elected shall hold office until his successor is
elected and qualified. Directors need not be residents of the state of
incorporation or stockholders of the Corporation.
Section 2. Vacancies, including those caused by an increase in the number of
directors, may be filled by a majority of the remaining directors then in
office, though less than a quorum. When one or more directors shall give notice
of his or their resignation to the board, effective at a future date, the board
shall have power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective, each director so appointed
to hold office during the remainder of the term of office of the resigning
director or directors.
Section 3. The business of the Corporation shall be managed by its board of
directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute, by the articles of incorporation,
or by these bylaws, directed or required to be exercised or done by the
stockholders.
Section 4. The board of directors of the Corporation may hold meetings, both
regular and special, either within or without the state of Nevada
Meetings of the Board of Directors
Sect ion 5. The first meeting of each newly elected board of directors shall be
held at such time and place as shall be fixed by the vote of the stockholders at
the annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided, a quorum
shall be present. In the event of the failure of the stockholders to fix the
time or place of such first meeting of the newly elected board of directors, or
in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.
<PAGE>
Section 6. Regular meetings of the board of directors may be held without notice
at such time and place as shall from time to time be determined by the board.
Section 7. Special meetings of the board of directors may be called by the
president or secretary or written request of two directors. Written notice of
special meetings of the board of directors shall be given to each director at
least five days before the date of the meeting.
Section 8. Members of the board of directors may participate in a meeting of the
board of directors or a committee of the board of directors by means of
conference telephone or similar communication equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting
Section 9. A majority of' the board of directors, at any meeting duly assembled,
shall be necessary to constitute a quorum for the transaction of business and
the act of a majority of the directors present at any meeting at which a quorum
is present shall be the act of the board directors, except as may be otherwise
specifically provided by statute or by the articles of incorporation. Any action
required or permitted to be taken at a meeting of the directors may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors entitled to vote with respect to the
subject matter, thereof.
Committees of Directors
Section 10. The board of directors may, by resolution passed by a majority, of
the whole board, designate one or more committees, each committee to consist of
one or more of the directors of the Corporation, which, to the extent provided
in the resolution, shall have and may exercise the power of the board of
directors in the management of the business and affairs of the Corporation, and
may have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. Such committee of committees shall have such name
or names as may be determined from time to time by resolutions adopted by tire
board of directors
Section I 1. The committees shall keep regular minutes of their proceedings and
report the same to the board when required.
Compensation of Directors
Section 12. The directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall
<PAGE>
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever all parties entitled to vote at any meeting, whether of
directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without rejection, the doings of such meeting shall be as valid as if a
meeting had regularly been called and notices, and at such meeting any business
may be transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or if such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by writing signed by all parties having the right to vote at such
meetings; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.
Section 3. Whenever any notice whatever is required to be given under the
provisions of the statutes, of the articles of incorporation, or of these
bylaws, a waiver thereof in writing, signed by the person or person entitled to
said notice. whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the board of
directors and shall be a president, a vice-president, a secretary, and a
treasurer. Any person may hold two or more offices.
Section 2. The board of directors at its first meeting after each annual meeting
of stockholders shall choose a president, a vice-president, a secretary, and a
treasurer, none of whom need be a member of the board of directors.
Section 3. The board of directors may appoint additional vice-presidents,
assistant secretaries, assistant treasurers, and such other officers and agents
and it shall deem necessary who shall hold their offices for such terms and
shall exercise such powers and
<PAGE>
perform such duties as shall be determined from time to time by the board of
directors.
Section 4. The salaries of all officers and agents of the Corporation, shall be
fixed by the board of directors.
Section 5. The officers of the Corporation shall hold office until their
successors are chosen and shall qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
Corporation by death, resignation, removal, or otherwise shall be filled by the
board of directors.
The President
Section 6. The president shall be the chief executive officer of the
Corporation, shall preside at all meetings of' the stockholders and the board of
directors, shall have general and active management of the business of the
Corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages, and other contracts requiring a
seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the Corporation.
The Vice-President
Section 8. The vice-president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president and shall
perform such other duties as the board of directors may from time to time
prescribe.
The Secretary
Section 9. The secretary shall attend all meetings of the board of directors and
all meetings of the stockholders and record all the proceedings of the meetings
of the Corporation and of the board of directors in a book to be kept for that
purpose and shall perform like duties for the standing committees when required.
He shall give, or cause to be given, notice of all meetings of the stockholders
and special meetings of the board of directors, and shall perform such other
duties as may be prescribed by the board of directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal of the
Corporation and, when authorized by the board of directors, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signature of the treasurer or an assistant secretary.
The Treasurer
<PAGE>
Section 10. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belong to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the board of directors.
Section 11. He shall disburse the funds of the Corporation as may be ordered by
the board of directors taking proper vouchers for such disbursements, and shall
render to the president and the board of directors, at the regular meetings of
the board, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the Corporation.
Section 12. If required by the board of directors, he shall give the Corporation
a bond in such sum and with such surety or sureties as shall be satisfactory to
the board of directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement, or removal from office, of all books, papers, vouchers, money, and
other property of whatever kind in his possession or under his control belonging
to the Corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every stockholder shall be entitled to have a certificate, signed by
the president or any vice-president and the treasurer or any assistant
treasurer, or the secretary or any assistant secretary of the Corporation, and
sealed with the seal (which may be a facsimile, engraved or printed) of the
Corporation, certifying the number of shares owned by him in the Corporation.
When the Corporation is authorized to issue shares of more than one class or
more than one series of any class, there shall be set forth on the face or back
of the certificate, or the certificate shall have a statement that the
Corporation will furnish to any stockholders on request and without charge, a
full or summary statement of the designations, preferences, and relative,
participating, optional, or other special rights of the various classes of stock
or series thereof and the qualifications, limitations, or restrictions of such
rights, and, if the Corporation shall be authorized to issue only special stock,
such certificate shall set forth in full or summarize the rights of the holders
of such stock.
Section 2. Whenever any certificate is countersigned or otherwise authenticated
by a transfer agent or transfer clerk, and by a registrar, then a facsimile of
the signatures of the officers or agents of the Corporation may be printed or
lithographed on such certificate in lieu of the actual signatures. In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate or certificates, shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation, or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who
<PAGE>
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be the officer or
officers of such Corporation.
Lost Certificates
Section 3. The board of directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall required and/or give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed.
Transfer of Stock
Section 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction on its books.
Closing of Transfer Books
Section 5. The directors may prescribe a period not exceeding 60 days prior to
any meeting of the stockholders during which no transfer of stock on the books
of the Corporation may be made, or may fix a day not more than 10 days prior to
the holding of any such meeting as the day as of which stockholders entitled to
notice of and to vote at such meeting shall be determined; and any stockholders
of record on such day shall be entitled to notice or to vote at such meeting.
Registered Stockholders
Section 6. The Corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the state of Nevada.
ARTICLE VII
<PAGE>
GENERAL PROVISIONS
Dividends
Section 1. Dividends upon the capital stock of the Corporation, subject to the
provisions of the articles of incorporation, if any, may be declared by the
board of directors at any regular or special meeting pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock subject to
the provisions of the articles of incorporation
Section 2. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserves in the
manner in which they were created.
Checks
Section 3. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the board
of directors may from time to time designate.
Fiscal Year
Section 4. The fiscal year of the Corporation shall be fixed by resolution of
the board of directors.
Seal
Section 5. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its incorporation, and the words "Corporate Seal,
Nevada."
Indemnification
Section 6. The Corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceedings, whether civil, criminal, administrative,
or investigative, except an action by or in the right of the Corporation, by
reason of the fact that he is or was a director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses, including attorneys'
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit, or proceeding, if he acted
<PAGE>
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or on a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
Section 7. The Corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, actually and reasonable, incurred by him in
connection with the defense or settlement of the action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine on
application that, despite the adjudication of liability but in view of all
circumstances of the case, the person is fairly and reasonably entitled to
indemnify, for such expenses as the court deems proper.
ARTICLE VIII
AMENDMENTS
Section 1. These bylaws may be altered or repealed at any regular meeting of the
stockholders or of the board of directors, or at any special meeting of the
stockholders or of the board of directors, if notice of such alteration or
repeal be contained in the notice of such special meeting.
CERTIFICATE
The undersigned does hereby certify that he/she is an officer of Gameplan, Inc.,
a corporation duly organized and existing under and by virtue of the laws of the
state of Nevada; that the above and foregoing bylaws of said corporation were
duly and regularly adopted as such by the board of directors of said corporation
on the 26th day of December, 1991; and that the above and foregoing bylaws are
now in full force and effect and supersede and replace any prior bylaws of the
corporation.
DATED this 26th day of December, 1991.
/S/ ROBERT G BERRY
President
<PAGE>
ARTICLES OF MERGER
OF
SUNBEAM SOLAR, INC. (A UTAH CORPORATION)
WITH AND INTO
GAMEPLAN, INC. (A NEVADA CORPORATION)
THESE ARTICLES OF MERGER are executed and entered into this 23rd day of
December, 1991, by and between GAMEPLAN, INC., a Nevada corporation
(hereinafter referred to as "GamePlan" or the "Surviving Corporation"), and
SUNBEAM SOLAR, INC., a Utah corporation (hereinafter referred to as
"Sunbeam").
WITNESSETH
I. PLAN OF MERGER
Pursuant to these Articles of Merger, it is intended and agreed that
Sunbeam will be merged with and into GamePlan and that GamePlan shall be
the Surviving Corporation with the name of GamePlan, Inc., as provided
below. The terms, conditions, and understandings of the merger are set
forth in the Plan of Merger between GamePlan and Sunbeam dated as of
November, 1991, a copy of which is attached hereto as exhibit "A" and
incorporated herein by this reference.
II. ARTICLES OF INCORPORATION AND BYLAWS
On the consummation of the merger, the articles of incorporation and
bylaws of GamePlan shall be the articles of incorporation and bylaws of
the Surviving Corporation.
III. NAME OF SURVIVING CORPORATION
The name of the Surviving Corporation, which will continue in existence
after the merger, shall be GamePlan, Inc.
IV. AUTHORIZED AND OUTSTANDING SHARES OF SUNBEAM
Sunbeam is authorized to issue 40,000,000 shares of common stock, par
value $0,001 per share, of which 32,500,000 shares are issued and
outstanding as of the date hereof.
V. AUTHORIZED AND OUTSTANDING SHARES OF GAMEPLAN
<PAGE>
GamePlan is authorized to issue 40,000,000 shares of common stock, par
value $0.001 per share, of which 100 shares are issued and outstanding as
of the date hereof and 10,000,000 shares of preferred stock, par value
$0.001 per share, of which no shares are issued and outstanding as of the
date hereof.
VI. APPROVAL BY SHAREHOLDERS OF SUNBEAM
The Plan of Merger Submitted to the stockholders of Sunbeam as required by
law, and of the 32,500,000 shares of common stock of Sunbeam issued and
outstanding, 30,430,000 shares were voted in favor of entering into the
Agreement and Plan of Merger, and no shares of common stock of Sunbeam
voted against, and no shares abstained, all in accordance with the
provisions of the Utah Business Corporation Act. Such shares were voted as
a class; no shares of any other class of stock were issued and outstanding
and entitled to vote thereon.
APPROVAL BY SHAREHOLDERS OF GAMEPLAN
The Plan of Merger was submitted to the stockholders of CamePlan as
required by law, and all 100 shares of common stock of GamePlan issued and
outstanding were voted in favor of entering into the Plan of Merger, with
no shares of common stock of GamePlan voting against or dissenting, all in
accordance with the provisions of the Nevada Revised Statutes. Such shares
were voted as a class; no shares of any other class of stock were issued
and outstanding and entitled to vote thereon.
VIII. AGREEMENT OF SURVIVING CORPORATION
The Surviving Corporation hereby consents and agrees that:
(a) The Surviving Corporation may be served with process in the
state of Utah in any proceeding for the enforcement of any
obligation of Sunbeam and in any proceeding for the enforcement of
the rights of a dissenting shareholder of Sunbeam against the
Surviving Corporation;
(b) The director of the Division of Corporations and Commercial Code
of the state of Utah shall be, and hereby is, irrevocably appointed
as the agent of such Surviving Corporation to accept service of
process in any such proceeding; and
(e) Such Surviving Corporation will promptly pay to the dissenting
shareholders of Sunbeam the amount, if any, to which they shall be
entitled under the
<PAGE>
provisions of the Utah Business Corporation Act with respect to the
rights of dissenting shareholders.
IN WITNESS WHEREOF, the undersigned corporations, acting by their
respective vice presidents and secretaries have executed these Articles of
Merger as of the date first above written.
Attest: SUNBEAM SOLAR, INC., a Utah Corporation
By /S/ JON JENKINS By /S/ ROBERT G. BERRY
Attest: GAMEPLAN, INC, a Nevada Corporation
By /S/ JON JENKINS By /S/ ROBERT G. BERRY
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
GAMEPLAN, INC.
We, the undersigned, Robert G. Berry, President, and Jon Jenkins,
Secretary, of GamePlan, Inc., a Nevada corporation (the
"corporation") do hereby certify:
That pursuant to the unanimous consent of the members of
the Board of Directors of the corporation, and the consent of a
stockholder owning in excess of a majority of the outstanding
shares of common voting stock of the corporation entitled to vote
on an amendment to the Articles of Incorporation, the following
resolution to amend the Articles of Incorporation was adopted,
ratified and approved:
RESOLVED, the corporation amend its Articles of
Incorporation as follows, to-wit:
ARTICLE IV
AUTHORIZED SHARES
The aggregate number of shares which this Corporation
shall have authority to issue is 40,000,000 shares of
common voting stock of a par value of one mill ($0.001)
per share. All stock of the corporation shall be of the
same class, common, and shall have the same rights and
preferences. Fully paid stock of this corporation shall
not be liable to any further call or assessment.
ARTICLE V
SHAREHOLDER RIGHTS
The authorized and treasury stock of this corporation may
be issued at such time, upon such terms and conditions and
for such consideration as the Board of Directors shall
determine.
Shareholders shall not have pre-emptive rights to acquire
unissued shares of stock of this corporation. Cumulative
voting on the election of directors or on any other matter
submitted to the stockholders shall not be permitted.
<PAGE>
Second, the number of shares of the corporation
outstanding and entitled to vote on an amendment to the Articles
of Incorporation was 6,500,000; the amendment has been consented
to and unanimously approved by the Board of Directors and a
stockholder holding a majority of each class of stock outstanding
and entitled to vote thereon.
/S/ ROBERT G. BERRY
President
/S/ JON JENKINS
Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001095146
<NAME> GAMEPLAN, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C> <C>
<PERIOD-TYPE> YEAR 8-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-START> JAN-01-1997 JAN-01-1999
<PERIOD-END> DEC-31-1998 AUG-31-1999
<EXCHANGE-RATE> 1 1
<CASH> 193 3,527
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 193 3,527
<PP&E> 57,560 57,560
<DEPRECIATION> (43,531) (47,295)
<TOTAL-ASSETS> 14,222 13,792
<CURRENT-LIABILITIES> 0 24,927
<BONDS> 0 0
0 0
0 0
<COMMON> 15,200 15,225
<OTHER-SE> (251,843) (275,798)
<TOTAL-LIABILITY-AND-EQUITY> 14,222 13,792
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 25,209 26,430
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 22,598 0
<INCOME-PRETAX> (47,807) (26,430)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (47,807) (26,430)
<EPS-BASIC> (0.01) (0.01)
<EPS-DILUTED> (0.01) (0.01)
</TABLE>
