GAMEPLAN INC
10QSB, 2000-11-14
NON-OPERATING ESTABLISHMENTS
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                    U. S. Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-QSB


[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ___________.

Commission File No. 0-27435

                                 GAMEPLAN, INC.
                 (Name of Small Business Issuer in its Charter)

Nevada                                                  87-0493596
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


3701 Fairview Road
Reno, Nevada                                                            98511
(Address of Principal Executive Offices)                              (Zip Code)

                                 (775) 853-3980
                           (Issuer's Telephone Number)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No____

As of November 13, 2000, there were 15,225,000 shares of the Registrant's common
stock issued and outstanding.

Transitional Small Business Disclosure Format
(Check One):  Yes __  No  X



                                       1
<PAGE>

                          PART I-FINANCIAL INFORMATION

Item 1.  Financial Statements

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                      Condensed Consolidated Balance Sheet

                                     ASSETS

<TABLE>
<CAPTION>
                                                                            Unaudited                   Audited
                                                                           September 30,              December 31,
                                                                               2000                       1999
                                                                       ---------------------      ---------------------
Current Assets
<S>                                                                    <C>                        <C>
  Cash                                                                 $                124       $              3,400
                                                                       ---------------------      ---------------------
          Total Current Assets                                                          124                      3,400

Equipment, net                                                                        5,037                      8,051

Other Assets                                                                              0                          0
                                                                       ---------------------      ---------------------
TOTAL ASSETS                                                           $              5,161       $             11,451
                                                                       =====================      =====================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

     Accrued liabilities                                               $                  0       $                  0

                                                                       ---------------------      ---------------------
          Total Current Liabilities                                                       0                          0

Long-term liabilities

      Notes payable                                                                 346,153                    291,904
                                                                       ---------------------      ---------------------
          Total Liabilities                                                         346,153                    291,904
Stockholders' Equity
     Common stock                                                                    15,225                     15,225
     Additional paid in capital                                                     727,566                    727,566
     Accumulated deficit during development stage                                (1,083,783)                (1,023,244)
                                                                       ---------------------      ---------------------
          Total Stockholders' Equity                                               (340,992)                  (280,453)
                                                                       ---------------------      ---------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                                                 $              5,161       $             11,451
                                                                       =====================      =====================
</TABLE>


                             See accompanying notes


                                       2
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                              For the Three                For the Three
                                              Months Ended                 Months Ended
                                           September 30, 2000           September 30, 1999
                                      ---------------------------- ----------------------------

<S>                                   <C>                          <C>
Revenues                              $                        -0- $                       -0-
                                      ---------------------------- ----------------------------

General and administrative
expense                                                     7,643                       14,772
                                      ---------------------------- ----------------------------
Operating Loss                                             (7,643)                     (14,772)

Interest expense                                            7,317
                                      ---------------------------- ----------------------------
Net Loss                              $                   (14,960) $                   (14,772)
                                      ============================ ============================

Net Loss per Share                    $                     (0.01) $                     (0.01)
                                      ============================ ============================

Weighted Average Number
of Shares Outstanding

                                                       15,225,000                   15,225,000
                                      ============================ ============================
</TABLE>













                             See accompanying notes

                                       3

<PAGE>



                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                              For the Nine                 For the Nine
                                              Months Ended                 Months Ended

                                           September 30, 2000           September 30, 1999
                                      ---------------------------- ----------------------------

<S>                                   <C>                          <C>
Revenues                              $                        -0- $                       -0-
                                      ---------------------------- ----------------------------

General and administrative

expense                                                    37,489                       35,601
                                      ---------------------------- ----------------------------
Operating Loss                                            (37,489)                     (35,601)

Interest expense                                           23,049
                                      ---------------------------- ----------------------------
Net Loss                              $                   (60,538) $                   (35,601)
                                      ============================ ============================

Net Loss per Share                    $                     (0.01) $                     (0.01)
                                      ============================ ============================

Weighted Average Number
of Shares Outstanding

                                                       15,225,000                   15,216,667
                                      ============================ ============================
</TABLE>













                             See accompanying notes


                                       4
<PAGE>




                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   For the Three                 For the Three
                                                                    Months Ended                 Months Ended
                                                                 September 30, 2000           September 30, 1999
                                                            ---------------------------- -----------------------------
Cash Flows Used for Operating Activities:

<S>                                                         <C>                          <C>
  Net Loss                                                  $                   (14,960) $                    (14,772)
  Adjustments to reconcile net loss to
   net cash used for operating activities:

  Depreciation                                                                    1,004
  Increase in Accrued Interest Payable                                            7,317
                                                            ---------------------------- -----------------------------
Net Cash Flows Used for Operating Activities                                     (6,639)                      (14,772)


Cash Flows Used for Investing Activities:                                            -0-                           -0-

                                                            ---------------------------- -----------------------------
 Net Cash Flows Used for Investing Activities                                        -0-                           -0-


Cash Flows Provided by Financing Activities

  Increase in shareholder loan                                                    3,500                        21,500
  Issued stock for cash (option)                                                     -0-                           -0-
                                                            ---------------------------- -----------------------------
Net Cash Flows Provided by Financing                                              3,500                        21,500
Activities

Net Increase (Decrease) in Cash                                                  (3,139)                        6,728
Beginning Cash Balance                                                            3,263                        (2,872)
                                                            ---------------------------- -----------------------------
Ending Cash Balance                                         $                       124  $                      3,856
                                                            ============================ =============================
</TABLE>

                             See accompanying notes


                                       5
<PAGE>



                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    For the Nine                 For the Nine
                                                                    Months Ended                 Months Ended
                                                                 September 30, 2000           September 30, 1999
                                                            ---------------------------- -----------------------------
Cash Flows Used for Operating Activities:


<S>                                                         <C>                          <C>
  Net Loss                                                  $                   (60,538) $                    (35,601)
  Adjustments to reconcile net loss to
   net cash used for operating activities:
  Depreciation                                                                    3,013                         3,764
  Increase in Accrued Interest Payable                                           23,049
                                                            ---------------------------- -----------------------------
Net Cash Flows Used for Operating Activities                                    (34,476)                      (31,837)


Cash Flows Used for Investing Activities:                                            -0-                           -0-

                                                            ---------------------------- -----------------------------
 Net Cash Flows Used for Investing Activities                                        -0-                           -0-



Cash Flows Provided by Financing Activities

  Increase in shareholder loan                                                   31,200                        33,000

  Issued stock for cash (option)                                                    -0-                         2,500
                                                            ---------------------------- -----------------------------
Net Cash Flows Provided by Financing                                             31,200                        35,500
Activities

Net Increase (Decrease) in Cash                                                  (3,276)                        3,663
Beginning Cash Balance                                                            3,400                           193
                                                            ---------------------------- -----------------------------
Ending Cash Balance                                         $                       124  $                     (3,856)
                                                            ============================ =============================
</TABLE>

                             See accompanying notes

                                       6

<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
              Notes to Condensed Consolidated Financial Statements
                               September 30, 2000

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, 1999.

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.

On September 22, 1999,  the Company  created a wholly-owned  subsidiary,  in the
State of Nevada, under the name  "Gameplaninc.com".  The consolidated  financial
statements  of the  Company  include  the  accounts of  GamePlan,  Inc.  and its
subsidiary. All significant intercompany transactions have been eliminated.

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.



                                       7

<PAGE>



Item 2.  Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.

The Company has not had revenues  from  business  operations  since before April
1986. Over the past several years, the Company's President, Robert G. Berry, has
been  actively  developing a  comprehensive  business  plan for the Company.  In
connection  with the filing of the  Company's  Quarterly  Report for the quarter
ended June 30,  2000,  the Company  announced  the  completion  of an  expanded,
comprehensive  new business plan (the "New Plan").  The New Plan builds upon the
Company's  former  concepts  related to providing  legal  services and products.
However, the New Plan envisions the creation of multiple new subsidiaries and/or
divisions of the Company for the purpose of providing,  in addition to web-based
tools for locating and engaging legal counsel, a variety of other new integrated
products  and  services,  including  finance  and  lending  services,  insurance
products,  escrow  services,  and  member  legal  service  organizations  to  be
comprised of licensed attorneys.

All  proposed  services of the Company are to be  developed  and provided to the
consumer  based upon  strict  adherence  to a business  and  professional  model
developed  by Mr.  Berry.  This  model,  known as  "integrative  law/integrative
dispute resolution techniques",  is the subject of two new books authored by Mr.
Berry. The Company anticipates that the new books,  Jurisdocracy to Netocracysm,
will be published  and  available for sale to the public within the next several
months.  Jurisdocracy  focuses  on the many  serious  problems  facing  clients,
lawyers and insurance companies and offers three solutions. Netocracysm broadens
the  scope   considerably  and  offers  many   educational,   special  interest,
twenty-three  legislative and thirteen practice reforms, all calculated to bring
selected disputes to early resolution with "win-win" solutions.

Reference is made to the full summary of the New Plan, which is set forth in the
Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000.

To date, no elements of the New Plan have been implemented,  and the Company has
no  revenues  from  business  operations.  Implementation  of the  New  Plan  is
contingent  upon the Company  raising  substantial  amounts of working  capital,
locating and hiring a qualified  management team, engaging multiple  third-party
service providers to design and implement a complex, internet-based, information
handling system for the Company and its proposed family of subsidiaries,  and to
enter into  agreements  and  alliances  with  attorneys,  lending and  financial
service providers, insurance providers, and other risk-management professionals.
To date,  however,  no  agreements  have  been  made,  nor  potential  investors
identified,  regarding  additional  capital  for the  Company.  There  can be no
assurance that the Company will be able to raise the capital necessary to pursue
its present  Plan.  Significant  aspects of the  Company's  New Plan are new and
unproven  in the  marketplace.  Accordingly,  there  are  substantial  risks and
uncertainties associated with investment in the Company which are more fully set
forth in the "Risk Factor" section of the New Plan summary description contained
in the Company's June 30, 2000 Form 10-QSB.

                                       8

<PAGE>

There may be market or other barriers to entry or unforeseen  factors which make
the New Plan  unfeasible.  Accordingly,  the  Company may  refine,  rewrite,  or
abandon some or all elements of the New Plan. In conjunction  with the New Plan,
or as an alternative  thereto, the Company will continue to consider acquisition
or merger opportunities with existing businesses which might benefit the Company
and its shareholders.  Such  acquisitions may create business  opportunities for
the Company completely unrelated to the New Plan.

Apart  from any cash  requirements  necessary  to  implement  the New Plan,  the
Company will continue to incur  expenses  relating to maintenance of the Company
in good  standing,  filing  required  reports with the SEC and other  regulatory
agencies,  and investigating  potential business ventures.  The Company believes
that such  additional  maintenance  expenses  will be advanced by  management or
principal stockholders as loans to the Company.

                           PART II--OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         Number   Description

          27      Financial Data Schedule for Quarterly Report on Form 10-QSB
                  for September 30, 2000

         (b)      Forms 8-K.  The Company filed no Current Reports on Form 8-K
                  during the quarter for which this report is filed.

                                       9

<PAGE>


                                   SIGNATURES

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

                                                          GAMEPLAN, INC.
                                                  /s/ Robert G. Berry
Date:  November 14, 2000                        --------------------------------
                                                  Robert G. Berry,
                                                  President and Director




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