GAMEPLAN INC
10QSB, 2000-05-15
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 MARCH 31, 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 May 10, 2000,  there were  15,225,000  shares of the  Registrant's  Common
Stock issued and outstanding.

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



                                       1
<PAGE>


                         PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements


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


                                     ASSETS


                                            Unaudited               Audited
                                            March 31,             December 31,
                                              2000                   1999
                                         ---------------       ----------------

Current Assets

   Cash                                   $         561         $        3,400
                                         ---------------       ----------------

       Total Current Assets                         561                  3,400

Equipment, net                                    7,047                  8,051

Other Assets                                          0                      0
                                         ---------------       ----------------

TOTAL ASSETS                              $       7,608         $       11,451
                                         ===============       ================


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities

   Accrued liabilities                     $          0         $            0
                                         ---------------       ----------------

       Total Current Liabilities                      0                      0

Long-term liabilities
   Notes payable                                296,808                291,904
                                         ---------------       ----------------

       Total Liabilities                        296,808                291,904

Stockholders' Equity
   Common stock                                  15,225                 15,225
   Additional paid in capital                   727,566                727,566
   Accumulated deficit during
     development stage                       (1,031,991)            (1,023,244)
                                         ---------------       ----------------

       Total Stockholders' Equity              (289,200)              (280,453)
                                         ---------------       ----------------

TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY
                                          $       7,608         $       11,451
                                         ===============       ================


                             See accompanying notes


                                       2
<PAGE>


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


                                          For the Three          For the Three
                                          Months Ended           Months Ended
                                         March 31, 2000         March 31, 1999
                                         --------------------------------------

Revenues                                  $          -0-        $           -0-
                                         --------------------------------------

General and administrative
expense                                           1,543                  3,774
                                         --------------------------------------
Operating Loss                                   (1,543)                (3,774)

Interest Expense                                  7,204
                                         --------------------------------------
Net Loss                                  $      (8,747)        $       (3,774)
                                         ======================================

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

Weighted Average Number
of Shares Outstanding
                                             15,225,000             15,212,500
                                         ======================================













                             See accompanying notes


                                      3

<PAGE>


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


                                          For the Three         For the Three
                                          Months Ended           Months Ended
                                         March 31, 2000         March 31, 1999
                                         --------------------------------------
Cash Flows Used for Operating Activities:

   Net Loss                               $      (8,747)        $       (3,774)

   Adjustments to reconcile net loss to
   net cash used for operating activities:

   Depreciation                                   1,004                  1,882
                                         --------------------------------------
Net Cash Flows Used for Operating
   Activities                                    (7,743)                (1,892)


Cash Flows Used for Investing Activities:

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

Cash Flows Provided by Financing
   Activities

   Increase shareholder loan                      4,904                  1,500
   Issued stock for cash (option)                                        2,500
                                         --------------------------------------
Net Cash Flows Provided by Financing
   Activities                                     4,904                  4,000


Net Increase (Decrease) in Cash                  (2,839)                 2,108
Beginning Cash Balance                            3,400                    193
                                         --------------------------------------
Ending Cash Balance                       $         561         $        2,301
                                         ======================================

                             See accompanying notes


                                      4

<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 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.


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

Plan of Operation

The Company has not had revenues  from business  operations  during the last two
fiscal  years.  Over the past  several  years,  the  Company  has been  actively
developing a business plan (the "Plan").  To date,  however,  no elements of the
Plan have been implemented.

The Plan focuses on the use of internet  technology and case evaluation software
to offer legal  products and services.  Through the medium of the internet,  the
Company intends to provide the public a user-friendly and effective tool to seek
qualified   professional  legal  services  matching  specific  legal  needs.  As
contemplated,  the system will provide means for effective communication between
attorney and client, will monitor case status and activity, and will monitor and
assist in  controlling  legal  expenses.  It is  intended  that the system  will
provide attorneys with  internet-based  access to legal resources,  and with the
internet  forum  as  a  primary  alternative  to  traditional  forms  of  lawyer
advertising and marketing.


                                       5
<PAGE>

Implementation  of the Plan would  require  the  Company  to engage  information
technology   consultants  to  design  and  implement  the  information  handling
infrastructure  for the system.  To date, no specific  design or  implementation
work  has  been  undertaken.  Such  work  would  require  the  Company  to raise
substantial  additional funds-an estimated  $5,000,000--to  conduct research and
development,  purchase or lease  equipment,  and to develop  the secure  digital
information  system  necessary  to begin  operations.  The  Company  expects  to
commence  fund-raising  efforts within the next 6  months,  and  will consider a
variety of funding sources, including private investments,  joint venturing, and
traditional venture capital. 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.

There may be market or other  barriers to entry or unforseen  factors which make
the Plan unfeasible.  Accordingly,  the Company may refine,  rewrite, or abandon
some or all  elements  of the  Plan.  In  conjunction  with the  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 Plan.

Apart from any cash  requirements  necessary to implement the 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

No.    Description

27     Financial Data Schedule for March 31, 2000 Form 10-QSB

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


                                       6

<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.



Date: May 12, 2000                                     /S/ ROBERT G. BERRY
                                                       -------------------
                                                       Robert G. Berry,
                                                       President and Director

                                       7
<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              Dec-31-2000
<PERIOD-START>                                 Jan-1-2000
<PERIOD-END>                                   Mar-31-2000
<CASH>                                              561
<SECURITIES>                                          0
<RECEIVABLES>                                         0
<ALLOWANCES>                                          0
<INVENTORY>                                           0
<CURRENT-ASSETS>                                      0
<PP&E>                                           59,164
<DEPRECIATION>                                  (52,117)
<TOTAL-ASSETS>                                    7,608
<CURRENT-LIABILITIES>                                 0
<BONDS>                                               0
                                 0
                                           0
<COMMON>                                         15,225
<OTHER-SE>                                     (304,425)
<TOTAL-LIABILITY-AND-EQUITY>                      7,608
<SALES>                                               0
<TOTAL-REVENUES>                                      0
<CGS>                                                 0
<TOTAL-COSTS>                                     1,543
<OTHER-EXPENSES>                                      0
<LOSS-PROVISION>                                      0
<INTEREST-EXPENSE>                                7,204
<INCOME-PRETAX>                                  (8,747)
<INCOME-TAX>                                          0
<INCOME-CONTINUING>                                   0
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                     (8,747)
<EPS-BASIC>                                       (0.01)
<EPS-DILUTED>                                     (0.01)


</TABLE>


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