U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------- -------------
Commission File No.
-----------
0-27305
GAMEPLAN, INC.
-------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 87-0493596
-------- ------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
3701 FAIRVIEW ROAD
RENO, NV 98511
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (775) 853-3980
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: OTCBB
Securities Registered under Section 12(g) of the Exchange Act: Common
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year:
December 31, 1999 - $0.
<PAGE>
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
December 31, 1999 - $4,614. There are approximately 4,614,000 shares of
common voting stock of the Company not held by affiliates. Because there has
been no established "public market" for the Company's common stock during the
past five years, the Company has arbitrarily valued these shares at par value of
$0.001 per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None, Not applicable;
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
JANUARY 20, 2000
15,225,000
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<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 Item 13.
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 Item 13. 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 Item 13.
On September 22, 1999, the Company incorporated a wholly-owned subsidiary,
in the State of Nevada, under the name "Gameplaninc.com". The Board of Directors
has authorized the Company to convey all assets, liabilities and operations to
the subsidiary at an undetermined date. As of the date of this report, no action
has been taken, nor does management anticipate the conveyance unless the Company
is party to a reorganization or merger.
Material Changes in 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.
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. 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 and does
not warrant the practicality or the likehood of success.
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 to 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.
Competitive Business Conditions.
- --------------------------------
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.
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.
<PAGE>
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.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
- --------------------------------------------------------------------------
None; not applicable.
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.
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 currently has no intellectual property rights on either its
business plan or software development.
The Company has not entered into any labor contracts. 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 28 different e-commerce domain names to deter future
competitors from realizing any gain from the Company's name recognition.
Need for any Governmental Approval of Principal Products or Services.
- ---------------------------------------------------------------------
Because the Company currently produces no products or services, it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company engages in a merger or acquisition transaction with an
entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on Business.
- -------------------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however, an entity is not a small business issuer if it has a public float (the
aggregate market value of the issuer's outstanding securities held by
non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations designed to promote availability to the
small business issuer of these capital markets and similar laws, rules and
regulations that may be adopted in the future will substantially limit the
demand for "blank check" companies like the Company, and may make the use of
these companies obsolete.
Research and Development.
- -------------------------
Mr. Robert G. Berry has spend an estimated 2,000 hours a year for the past
four 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 credibility that will aid
in the funding process. The confidential business aspects of the plan will also
be completed by the first of next year.
If the Company is to implement its business plan, in its entirety,
estimated capital requirements of $5,000,000 or more 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.
<PAGE>
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- --------------------
The Company has no paid employees. 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.
Item 2. 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 3. 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 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the calendar year covered by this Report or during the two
previous calendar years.
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
- ------------------
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 "Sales
of Unregistered Securities,".
Holders
- -------
The number of record holders of the Company's common stock as of the date
of this Report 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. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
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.
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.
<PAGE>
Item 6. 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 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, some stockholders would receive stock positions in
both the subsidiary and parent company which would be reorganized with a company
that has actual operations if, in fact, a reorganization or merger is
accomplished.
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 ($46,310) and ($47,807), for the years ended December 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 7. Financial Statements.
---------------------
Financial Statements for the years ended
December 31, 1999 and 1998
Independent Auditors' Report
Balance Sheets - December 31, 1999
Statements of Operations for the years ended
December 31, 1999 and 1998
Statements of Stockholders' Equity for the
years ended December 31, 1999 and 1998
Statements of Cash Flows for the years ended
December 31, 1999 and 1998
Notes to the Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
None; Not applicable
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
- --------------------------------------------------
The following table sets forth the names of all former directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
<TABLE>
<CAPTION>
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 64 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.
Shayne Del Cohen, Secretary and a director is 54 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 57 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.
<PAGE>
Involvement in Certain Legal Proceedings.
- -----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person 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 Securities and Exchange 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.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
Form 3, Initial Statements of Beneficial Ownership of Securities, have not
yet been filed for the Officers and Directors as well as the 10% shareholders as
of the date of this report.
<PAGE>
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation paid by the Company
for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricte dlying Pay- Comp-
Position Ended ($) ($) Compen- Stock Options outs ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert G.
Berry, 12/31/99 0 0 0 0 0 0 0
President, 12/31/98 0 0 0 0 0 0 3,000,000*
Director 12/31/97 0 0 0 0 0 0 0
Shayne
Del Cohen 12/31/99 0 0 0 0 0 0 25,000
Secretary/ 12/31/98 0 0 0 0 0 0 0
Director 12/31/97 0 0 0 0 0 0 0
Robert 12/31/99 0 0 0 0 0 0 0
Deer, 12/31/98 0 0 0 0 0 0 0
Secretary 12/31/97 0 0 0 0 0 0 0
Director
</TABLE>
* see the caption "Recent Sales of Securities"
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ending December 31, 1999, 1998, or 1997, or the period ending on the date
of this Report.
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.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed calendar year for any
service provided as director.
<PAGE>
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 any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of the
date of January 20, 2000, with the computations being based upon 15,225,000
shares of common stock being outstanding.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name Beneficially Owned of Class (1)
- ---------------- ------------------ --------
<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
Nation of the Menominee ... 1,200,000 07.88%
Tribe of Wisconsin
P.O. Box 910
Keshena, WI 54135
------- -----
12,611,000 82.8%
</TABLE>
<PAGE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned 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
------- ------
All directors and
executive officers 9,877,000 62.74%
as a group (3 persons)
</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.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
For a description of transactions between members of management, five
percent stockholders, "affiliates", promoters and finders, see the caption
"Sales of 'Unregistered' and 'Restricted' Securities Over the Past Three Years"
of Item I.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
- -------------------
None.
Exhibits
- --------
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GAMEPLAN, INC.
Date: March 30, 2000 /S/ ROBERT G. BERRY
Robert G. Berry
President and Sole Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following person on behalf of
the Company and in the capacities and on the dates indicated:
GAMEPLAN, INC.
Date: March 30, 2000 /S/ ROBERT G. BERRY
Robert G. Berry
President and Sole Director
<PAGE>
GAMEPLAN, INC.
Including the accounts of its wholly-owned subsidiary
Gameplaninc.com
[A Development Stage Company]
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998
[WITH INDEPENDENT AUDITORS' REPORT]
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
TABLE OF CONTENTS
Page
Independent Auditors' Report 1
Consolidated Balance Sheets -- December 31, 1999 and 1998 2
Consolidated Statements of Operations for the Years Ended December 31,
1999 and 1998, and for the Period from Inception [April 27, 1984] through
December 31, 1999 3
Consolidated Statements of Stockholders' Equity/(Deficit) for the Years
Ended December 31, 1999 and 1998, and for the Period from Inception
[April 27, 1984] through December 31, 1999 4 - 5
Consolidated Statements of Cash Flows for the Years Ended December 31,
1999 and 1998, and for the Period from Inception [April 27, 1984] through
December 31, 1999 6
Notes to Financial Statements 7 - 14
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
GamePlan, Inc.
We have audited the consolidated balance sheets of GamePlan, Inc. [a development
stage company] and its wholly owned subsidiary, Gameplaninc.com, as of December
31, 1999 and 1998, and the related consolidated 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,
1996, 1997 and 1998, and expressed an unqualified opinion on those statements in
our reports dated March 28, 1995, April 22, 1996, March 17, 1997, February 27,
1998 and February 27, 1999, respectively.
We conducted our audit 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 financial statements referred to above present fairly, in
all material respects, the financial position of GamePlan, Inc. [a development
stage company] as of December 31, 1999 and 1998, and the results of operations
and cash flows for the years then ended, and for the period from inception
[April 27, 1984] through December 31, 1999, 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 7 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 7. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Mantyla McReynolds
Salt Lake City, Utah
March 10, 2000
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Consolidated Balance Sheets
December 31, 1999 and 1998
ASSETS
1999 1998
<S> <C> <C>
Current Assets
Cash - Note 1 .......................................................... $ 3,400 $ 193
------ -----------
Total Current Assets ............................... 3,400 193
Property and Equipment - Note 2
Property and equipment .................................................. 59,164 57,560
Less: Accumulated depreciation .......................................... (51,113) (43,531)
------ -----------
Net Property and Equipment ............................ 8,051 14,029
------ -----------
TOTAL ASSETS ................................... $ 11,451 $ 14,222
====== ===========
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Current liabilities ...................................................... $ -0- $ -0-
------ -----------
Total Current Liabilities ............................. -0- -0-
Long-Term Liabilities
Payable to shareholders - Note 3 ........................................ 291,904 250,865
------ -----------
Total Long-Term Liabilities ............................ 291,904 250,865
------ -----------
Total Liabilities ................................. 291,904 250,865
Stockholders' Deficit
Common stock -- $.001 par value; 40,000,000 shares
authorized; 15,225,000 and 15,200,000 issued and
outstanding at December 31, 1999 and 1998, respectively .............. 15,225 15,200
Additional paid-in capital .............................................. 727,566 725,091
Accumulated deficit during the development stage ........................ (1,023,244) (976,934)
------ -----------
Total Stockholders' Deficit ............................ (280,453) (236,643)
------ -----------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT ..................... $ 11,451 $ 14,222
====== ===========
See accompanying notes to financial statements.
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Consolidated Statements of Operations
For the Years Ended December 31, 1999 and 1998
and for the Period from Inception [April 27, 1984] through December 31, 1999
Inception to
1999 1998 12/31/98
<S> <C> <C> <C>
Revenue
Consulting fees - Note 3 $ -0- $ -0- $ 768,042
Commissions - Note 4 -0- -0- 137,034
Other income - Note 6 -0- -0- 27,168
----------------- ------------------ -----------------
Total Revenue -0- -0- 932,244
General and administrative expenses 22,871 25,209 1,942,456
----------------- ------------------ -----------------
Operating Loss (22,871) (25,209) (1,010,212)
Other Income/(Expense)
Interest income -0- -0- 16,064
Interest expense (23,439) (22,598) (398,455)
Gain/(loss) on sale of assets - Note 6 -0- -0- (29,477)
----------------- ------------------ -----------------
Total Other Income/(Expense) (23,439) (22,598) (411,868)
----------------- ------------------ -----------------
Net Loss Before Taxes (46,310) (47,807) (1,422,080)
Income taxes -0- -0- 1,164
----------------- ------------------ -----------------
Net Loss Before Extraordinary Items (46,310) (47,807) (1,423,244)
Extraordinary items
"Lost Opportunity" settlement - Note 10 400,000
----------------- ------------------ -----------------
Net Income from Extraordinary Items -0- -0- 400,000
----------------- ------------------ -----------------
Net Income/(Loss) $ (46,310) $ (47,807) $ (1,023,244)
================= ================== =================
Income/(Loss) per share
Before extraordinary items $ (.01) $ (.01) $ (.26)
Extraordinary items .07
----------------- ------------------ -----------------
Income/(Loss) per share $ (.01) $ (.01) $ (.19)
================= ================== =================
Weighted average shares outstanding 15,218,750 15,200,000 5,405,423
See accompanying notes to financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Consolidated Statements of Stockholders' Equity/(Deficit)
For the Years Ended December 31, 1999 and 1998
and for the Period from Inception [April 27, 1984] through December 31, 1999
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, 04/27/84 -0- $ -0- $ -0- $ -0- $ -0-
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 12/31/91 (5,621) (5,621)
-------------- ----------- --------------- ------------------ ----------------
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, 12/30/93 1,200,000 1,200 248,800 250,000
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>
See accompanying notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Consolidated Statements of Stockholders' Equity/(Deficit)
For the Years Ended December 31, 1999 and 1998
and for the Period from Inception [April 27, 1984] through December 31, 1999
[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, 10/07/96 4,500,000 4,500 445,500 450,000
Net income, 1996 277,209 277,209
-------------- ----------- --------------- ------------------ ----------------
Balance, 12/31/96 12,200,000 12,200 725,091 (882,863) (145,572)
Net loss, 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 loss, 1998 (47,807) (47,807)
-------------- ----------- --------------- ------------------ ----------------
Balance, 12/31/98 15,200,000 15,200 725,091 (976,934) (236,643)
Issued 25,000 shares of
common stock for cash 25,000 25 2,475 2,500
Net loss, 1999 (46,310) (46,310)
-------------- ----------- --------------- ------------------ ----------------
Balance, 12/31/99 15,225,000 $ 15,225 $ 727,566 $ (1,023,244) $ (280,453)
============== =========== =============== ================== ================
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
GAMEPLAN, INC.
[A Development Stage Company]
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1999 and 1998
and for the Period from Inception {April 27, 1984} through December 31, 1999
Inception to
1999 1998 12/31/98
<S> <C> <C> <C>
Cash Flows Provided by/(Used for) Operating Activities
Net Income/(loss) $ (46,310) $ (47,807) $ (1,023,244)
Adjustments to reconcile net income to net cash provided by 0
operating activities:
Depreciation 7,582 8,512 166,593
Notes issued in exchange for interest expense -0- -0- 59,588
Notes issued in exchange for accrued interest -0- -0- 49,589
Issued common stock for development cost - Note 13 -0- 3,000 3,000
Loss/(gain) on disposal of property & equipment -0- -0- 29,477
Increase/(decrease) in accounts payable -0- -0- -0-
Increase/(decrease) in accrued expenses 23,439 22,597 48,366
------------------ ------------------ -----------------
Net Cash Provided by/(Used for) Operating Activities (15,289) (13,698) (666,631)
Cash Flows Provided by/(Used for) Investing Activities
Investment sales/(purchases) -0- -0- -0-
Capital expenditures (1,604) -0- (520,761)
Proceeds from disposal of property and equipment -0- -0- 316,641
------------------ ------------------ -----------------
Net Cash Provided by/(Used for) Investing Activities (1,604) -0- (204,120)
Cash Flows Provided by/(Used for) Financing Activities
Proceeds from loans 17,600 13,850 1,364,467
Loan principal reductions -0- -0- (530,107)
Proceeds from issuance of common stock 2,500 -0- 39,791
------------------ ------------------ -----------------
Net Cash Provided by/(Used for) Financing Activities 20,100 13,850 874,151
------------------ ------------------ -----------------
Net Increase/(Decrease) in Cash 3,207 152 3,400
Beginning Cash Balance 193 41 -0-
------------------ ------------------ -----------------
Ending Cash Balance $ 3,400 $ 193 $ 3,400
================== ================== =================
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
================== ================== =================
</TABLE>
See accompanying notes to financial statements.
6
<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
transaction was accounted for as a "reverse" acquisition on a purchase
basis. Results of operations have been combined for all periods presented.
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.
On September 22, 1999, the Company created a wholly-owned subsidiary, in
the State of Nevada, under the name "Gameplaninc.com". The Company resolved
that it will transfer, assign, or convey all assets, liabilities and
operations to the subsidiary at an appropriate time. As of the date of this
report, nothing has been conveyed. The financial statements of the Company
have been prepared in accordance with generally accepted accounting
principles. The consolidated financial statements of the Company include
the accounts of GamePlan, Inc. and its subsidiary. All significant
intercompany transactions have been eliminated. The following summarizes
the more significant of such policies:
(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.
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES[CONTINUED]
(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.
(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:
1999 1998
Office Furniture & $ 59,164 $ 57,560
Equipment
Less: Accumulated (51,113) (43,531)
Depreciation
----------------- ------------
Net Property and $ 8,051 $ 14,029
Equipment
================= ============
Depreciation expense was $7,582 and $8,512 for 1999 and 1998, respectively.
.
7
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
NOTE 3 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, at the time of the transaction, 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 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
8
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
NOTE 3 RELATED-PARTY TRANSACTIONS [CONTINUED]
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 Shareholders
The amount payable to shareholder includes balances to an individual,
who is also a director and president of the Company, 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 was due February 1, 2001. During 1999,
$17,600 was advanced to the Company. As a result of this activity, a
new note was executed on February 1, 2000, which extended the maturity
date to February 1, 2002. The entire unpaid principal and interest
balance is due at maturity. Interest has been accrued through 12/31/99
at the variable rate of Prime plus 2%.
9
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
NOTE 3 RELATED-PARTY TRANSACTIONS [CONTINUED]
On July 5, 1995, an individual loaned the Company $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.
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
who are shareholders of the Company. 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, 1999.
1999 1998
Unsecured loans maturing 2/01/02
from shareholders bearing interest
at prime plus 2% $ 283,942 $ 225,938
Accrued interest payable 7,962 24,927
----------------- ---------------
Payable to directors, officers &
shareholders $ 291,904 $ 250,865
================= ===============
NOTE 4 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.
10
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
NOTE 5 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.
NOTE 6 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 7 LIQUIDITY
The Company has incurred losses from inception amounting to
$1,023,244, has a net working capital deficit, and has a total capital
deficit at December 31, 1999. 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 8 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.
11
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
NOTE 9 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 2014.
Deferred tax assets Balance Tax Rate
- --------------------------- ----------------- --------------- -----------------
Loss carryforward $1,055,039 $369,264 35%
Valuation allowance ($369,264)
---------------
Deferred tax asset $0
===============
This valuation allowance has increased $16,209 over the prior year
amount of $353,055.
NOTE 10 "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 11 STOCK OPTIONS
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.
On January 9, 1998, the directors 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. The
options expire in January, 2002.
12
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
NOTE 12 BUSINESS PURPOSE
The Company, concluding that its prior 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, a new methodology for the
practice of law in the United States, called "The Practice of
Integrative Law." It consists of GamePlan, Inc., as the holding
company with several contemplated subsidiaries, including a membership
plan, a bank/financing company, two insurance companies, a Legal
Services Organization (LSOsm), and a legal web site providing useful
information and the access portal to Gameplan, Inc., and its
contemplated subsidiaries.
Numerous service marks have been approved as well as registration of
approximately 28 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 private placements and/or a "secondary offering".
NOTE 13 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.
NOTE 14 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 filed a Form 10-SB
Registration Statement on September 27, 1999, and has been notified by
the Securities and Exchange Commission that the filing is cleared from
all comments and is effective November 23, 1999.
13
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