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 JUNE 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 89511
(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 August ___, 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
--
<PAGE>
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
GAMEPLAN, INC.
[A Development Stage Company]
Condensed Consolidated Balance Sheet
ASSETS
<TABLE>
<CAPTION>
Unaudited Audited
June 30, December 31,
2000 1999
--------------------- ---------------------
Current Assets
<S> <C> <C>
Cash $ 3,263 $ 3,400
--------------------- ---------------------
Total Current Assets 3,263 3,400
Equipment, net 6,042 8,051
Other Assets 0 0
--------------------- ---------------------
TOTAL ASSETS $ 9,305 $ 11,451
===================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accrued liabilities $ 0 $ 0
--------------------- ---------------------
Total Current Liabilities 0 0
Long-term liabilities
Notes payable 335,337 291,904
--------------------- ---------------------
Total Liabilities 335,337 291,904
Stockholders' Equity
Common stock 15,225 15,225
Additional paid in capital 727,566 727,566
Accumulated deficit during development stage (1,068,823) (1,023,244)
--------------------- ---------------------
Total Stockholders' Equity (326,032) (280,453)
--------------------- ---------------------
Current Liabilities
--------------------- ---------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 9,305 $ 11,451
===================== =====================
</TABLE>
See accompanying notes
<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
June 30, 2000 June 30, 1999
---------------------------- ----------------------------
<S> <C> <C>
Revenues $ -0- $ -0-
---------------------------- ----------------------------
General and administrative
expense 28,303 17,055
---------------------------- ----------------------------
Operating Loss (28,303) (17,055)
Interest expense 8,528
---------------------------- ----------------------------
Net Loss $ (36,831) $ (17,055)
============================ ============================
Net Loss per Share $ (0.01) $ (0.01)
============================ ============================
Weighted Average Number
of Shares Outstanding
15,225,000 15,225,000
============================ ============================
</TABLE>
See accompanying notes
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
---------------------------- ----------------------------
<S> <C> <C>
Revenues $ -0- $ -0-
---------------------------- ----------------------------
General and administrative
expense 29,846 20,829
---------------------------- ----------------------------
Operating Loss (29,846) (20,829)
Interest expense 15,732
---------------------------- ----------------------------
Net Loss $ (45,578) $ (20,829)
============================ ============================
Net Loss per Share $ (0.01) $ (0.01)
============================ ============================
Weighted Average Number
of Shares Outstanding
15,225,000 15,213,194
============================ ============================
</TABLE>
See accompanying notes
<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
June 30, 2000 June 30, 1999
---------------------------- -----------------------------
Cash Flows Used for Operating Activities:
<S> <C> <C>
Net Loss $ (36,831) $ (17,055)
Adjustments to reconcile net loss to 0
net cash used for operating activities:
Depreciation 1,004 1,882
Increase in Accrued Interest Payable 8,529
---------------------------- -----------------------------
Net Cash Flows Used for Operating Activities (27,298) (15,173)
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 30,000 10,000
Issued stock for cash (option) -0- -0-
---------------------------- -----------------------------
Net Cash Flows Provided by Financing 30,000 10,000
Activities
Net Increase (Decrease) in Cash 2,702 (5,173)
Beginning Cash Balance 561 2,301
---------------------------- -----------------------------
Ending Cash Balance $ 3,263 $ (2,872)
============================ =============================
</TABLE>
See accompanying notes
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
---------------------------- -----------------------------
Cash Flows Used for Operating Activities:
<S> <C> <C>
Net Loss $ (45,578) $ (20,829)
Adjustments to reconcile net loss to
net cash used for operating activities:
Depreciation 2,009 3,764
Increase in Accrued Interest Payable 15,732
---------------------------- -----------------------------
Net Cash Flows Used for Operating Activities (27,837) (17,065)
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 27,700 11,500
Issued stock for cash (option) -0- 2,500
---------------------------- -----------------------------
Net Cash Flows Provided by Financing 27,700 14,000
Activities
Net Increase (Decrease) in Cash (137) (3,065)
Beginning Cash Balance 3,400 193
---------------------------- -----------------------------
Ending Cash Balance $ 3,263 $ (2,872)
============================ =============================
</TABLE>
See accompanying notes
<PAGE>
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Condensed Consolidated Financial Statements
June 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.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
NEW EXPANDED BUSINESS PLAN
Over the past several years, the Company's President, Robert G. Berry,
has been actively developing a comprehensive business plan for the Company.
Until recently, the plan focused exclusively on the use of internet technology
and case evaluation software to offer to the public a user-friendly and
effective tool to seek qualified professional legal services matching specific
legal needs.
In connection with the filing of this Quarterly Report, the Company
announces 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.
To date, however, 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. 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 below.
SUMMARY OF THE NEW PLAN
Under the New Plan, the Company will create and oversee the development
in multiple phases of a finance company, two insurance companies, two companies
having a membership component for plaintiff and defense legal services, a
third-party escrow company, and two legal-related internet companies. The
Company intends to adhere strictly to a certain business and professional model
known as "integrative law/integrative dispute resolution techniques," which have
been expounded in two yet-to-be published books authored by Robert Berry, the
Company's President and sole director.
"Integrative law/integrative dispute resolution" techniques consist of
the ability of clients to choose quality insurance and financial service
companies together with competent ethical lawyers committed to a new methodology
combining the best aspects of the modern practice of law and time-tested
alternative dispute resolutions "ADR", court reform, practice reforms, digital
communications, electronic research and adding value to every dispute within a
collegial environment and a level financial, informational and manpower playing
field.
<PAGE>
It is proposed that the new subsidiaries will consist of the following:
|X| Legal Information Internet Company--Providing for the retrieval of practical
and legal information.
|X| Access Portal Internet Company--A legal content and interactive
internet company providing access portals to the products and
services of the Company's remaining subsidiaries to be formed.
|X| Attorney Membership Subsidiary for Plaintiffs' Counsel--A
membership program for attorneys ("Attorney Dispute Support
[ADSsm]Panel Membership") specializing first in plaintiff personal
injury cases, later to be expanded to membership for attorneys in
other legal practice areas.
|X| Finance Company--Initially to provide pre-judgment, intangible and
unliquidated litigation financing ("Rights Financing") to clients
of ADSsm Panel Member attorneys.
|X| Legal Insurance Company--To provide legal insurance to individuals
and family members, to employers as a fringe benefit for their
employees, and to home-based businesses. For all three legal
insurance products, insureds will have access to dispute engineers
offering practical non-legal advice to prevent disputes from
occurring or offering practical non-legal advice to resolve
disputes.
|X| Legal Service OrganizationCompany--A subsidiary comprised of
member attorneys for clients insured by the Legal Insurance and
property/casualty/workers compensation subsidiary.
|X| Property/Casualty/Workers Compensation Insurance Company--Created
to provide individuals and businesses insurance products and
services presently not offered by any other property/casualty
insurance companies.
|X| E-commerce Escrow Company--To act as an electronic escrow agent to
coordinate the rights financing to be provided by the Finance
Subsidiary. The Escrow Subsidiary will hold the Rights in trust as
security for loan advances from the Finance Subsidiary.
The Company's plan of operation for the next 12 months is to fund the
requirements of the Company as parent and overseer of the foregoing
subsidiaries, to fund the requirements of the proposed new subsidiaries, and
then to staff the key executive and management positions for the parent company
and each subsidiary. Then, consistent with the urgent timing requirements of
today's economy, to deliver its products and services to the marketplace. At
present, Robert Berry is the sole director and officer of the Company.
While the Company seeks to raise working capital from outside sources,
including "angel" investors, venture capital sources, strategic partners, or
other private funding sources, the Company will continue to seek loans from its
principal stockholder, a trust affiliated with Mr. Berry, to fund needed capital
for development. It is anticipated that loans from Mr. Berry will not exceed
$100,000 in the aggregate, and will be made on terms no less favorable to the
Company than would be available from a commercial lender in arms length
transactions. Subject to regulatory approval, small amounts of equity may be
offered either publicly or privately to meet current and short-term future
obligations.
<PAGE>
Explanation About Forward-Looking Information
This Quarterly Report on Form 10-QSB contains "forward-looking
statements," as that term is defined by federal securities laws, that relate to
the financial condition, results of operations, plans, objectives, future
performance and business of the Company. These statements are frequently
preceded by, followed by or include the words "believes," "expects,"
"anticipates," "estimates" or similar expressions. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are not guarantees of future
performance and are subject to risks, uncertainties and assumptions, including,
among other things:
|X| Anticipated trends in our business, including consumer acceptance
of and willingness to pay for the legal, financial, insurance,
escrow, and other products and services to be provided by the
Company and its proposed subsidiaries;
|X| Ability of the Company to attract and hire competent management,
third-party service providers, and other personnel necessary to
create, manage and staff the subsidiaries and to implement the
proposed New Plan;
|X| Securing capital for funding the creation of the initial
subsidiaries and their complex electronic support and access
structures; and
|X| Ability of the Company to comply with current government
regulatory requirements.
In addition to these risks, in the "Risk Factors" section below we have
summarized a number of the risks and uncertainties that could affect the actual
outcome of the forward-looking statements included in this report. We advise you
not to place undue reliance on such forward-looking statements in light of the
material risks and uncertainties to which they are subject. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
Risk Factors
An investment in our common stock involves risk. You should carefully
consider the risks described below in addition to the other information
presented in this report before deciding to invest in our common stock. The
risks and uncertainties described below are not the only ones facing Gameplan,
Inc. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also impair our business operations. If any of the
following risks actually occur, our business, financial condition, or results of
operations could be materially adversely affected.
We have no operating history upon which to evaluate our likelihood of success.
We have an unproven and untested business plan only, and no operating
history. You should consider our business and prospects in light of the risks
and uncertainties encountered by technology companies in evaluating whether to
invest in our Company. There are many reasons why we may not be successful in
implementing our strategy, including:
|X| any inability to design the internet and computer-based
infrastructure contemplated in our New Plan necessary to provide
the array of legal, insurance, and financial products discussed in
the Plan.
|X| any inability to achieve market acceptance of our products and
services;
<PAGE>
|X| our need to enter into contracts with and to rely on third-party
providers for certain components of our services;
|X| our need to create a management team and support personnel for the
Company and its subsidiaries;
|X| any inability to respond effectively to competitive pressures;
|X| any loss of key personnel; and
|X| any failure to comply with governmental regulations.
We have a history of losses and accumulated deficit and this trend of losses may
continue in the future.
For the fiscal year ended December 31, 1999 we had a net loss of $
45,578. For the three months ended June 30, 2000, we incurred a net loss of
$36,831. As of June 30, 2000, our accumulated deficit was $1,068,823. Our
ability to obtain and sustain profitability will depend, in part, upon the
successful marketing of our proposed new products and services, and the
successful and timely introduction of new products. We can give no assurances
that we will achieve profitability or, if achieved, that we will sustain
profitability.
Dependence on consumer acceptance of our computer and internet-based legal
services and business models.
Our success will depend in large part on our ability to successfully
encourage consumers, prospective clients and private and public agencies to
switch from traditional methods of obtaining legal, insurance and financial
services to our proposed new methods.
Changes in technology.
The use of the internet, and the use of intertwining networks of
computers forming Virtual Private Networks, Intranets, and Extranets, together
with devices and procedures to maintain secured physical and electronic
environments, is characterized by rapid technological change. As technological
changes occur in the marketplace, we may have to modify our hardware, software,
products or services in order to become or remain competitive or to ensure that
our products do not become obsolete. Assuming our Company begins to generate
profits, if we fail to anticipate or respond in a cost-effective and timely
manner to government requirements, market trends or customer demands, or if
there are any significant delays in product development or introduction, our
revenues and profit margins may decline which could adversely affect our cash
flows, liquidity and operating results.
We may have problems raising the money needed in the future.
Our growth strategy includes the formation, development, staffing, and
financing of a family of electronically interconnected legal service, financial,
and insurance companies. The Company and its proposed subsidiaries will not be
viable without significant equity and/or debt financing. We are currently
exploring alternatives to fulfill these requirements, including the sale of deb
<PAGE>
or equity securities, but cannot assure that financing will be available when
needed or that, if available, it will be on terms favorable to us or our
stockholders. If needed funds are not available, we may be unable to implement
the New Plan and the family of service subsidiaries contemplated by the plan. We
may be required to take other actions that may lessen the value of our common
stock, including borrowing money on terms that are not favorable to us. If we
raise the needed funds through the sale of additional shares of our common stock
or securities convertible into shares of our common stock it may result in
dilution to current stockholders.
We are subject to competition.
The market for legal, financial, and insurance products and services
generally is highly competitive. Competition in the market for such products and
services may intensify in the future. Numerous well-established companies and
smaller entrepreneurial companies are focusing significant resources on
developing and marketing products and services that compete, at least
indirectly, with our products and services. Although the Company believes that
its new approach to providing such services as set forth in the New Plan is
unique, other companies might attempt to copy our methods and techniques once
they are implemented and we begin to generate revenues. In addition, many of our
current and potential competitors have greater financial, technical,
operational, and marketing resources. We may not be able to compete successfully
against these competitors in developing our services. Competitive pressures may
also force prices for our services down and such price reductions may affect our
potential future revenue.
Future growth may place strains on our managerial, operational and financial
resources.
If we grow as expected, a significant strain on our managerial,
operational and financial resources may occur. Further, as the number of our
affiliated panel membership attorneys, clients, advertisers, and finance,
insurance and other business partners grows, we will be required to manage
complex multiple relationships. To date, the Company has been managed by only
one man serving as the sole officer and director of the Company. The Company
must retain many new qualified officers and employees to successfully implement
the New Plan. We cannot guarantee that the Company will be able to locate,
attract, and hire the management and staff personnel necessary to commence and
sustain commercial operations.
The Company does not intend to pay dividends.
The Company does not anticipate paying any cash dividends on its common
stock to its shareholders for the foreseeable future. The Company intends to
retain future earnings, if any, for use in the operation and expansion of its
business. In addition, it is possible that any debt financing agreements entered
into by the Company may contain restrictions on the Company's ability to declare
dividends.
The Company has not retained information technology consultants to design its
information infrastructure.
Implementation of the New Plan will require the Company to engage
information technology consultants to design and implement the information
handling infrastructure for the Company's system. To date, no specific design or
implementation work has been undertaken. Such work would require the Company to
raise substantial additional funds, to conduct research and development,
purchase or lease equipment, and to develop the secure digital information
system necessary to begin operations. We expect to begin fundraising efforts
shortly, and will consider a variety of funding sources, including privat
<PAGE>
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. We can give no assurance that the Company
will be able to raise the capital necessary to pursue its business plan.
There may be no support for our products and services in the market.
There may be market or other barriers to entry or unforeseen factors
which make the concepts set forth in our New Plan unfeasible. For this reason,
we might refine, rewrite, or abandon some or all elements of the Plan. In
conjunction with the Plan, or as an alternative thereto, we 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.
DESCRIPTION OF THE NEW PLAN
The Parent Company
Gameplan, Inc.'s information infrastructure, or "Infostructure,"
provides the lifeblood of shared information across numerous differing computing
platforms, networks, and differing information modalities to achieve an
efficient flow of timely and accurate information.
The Infostructure houses its own Internet Service Provider "ISP,"
combined with an intertwining network of computers forming separate but
interlinking Virtual Private Networks "VPN," Intranets and Extranets, and the
synthesis of firewalls, secured routers, biometric devices and in-house security
procedures to maintain a secured physical and electronic environment.
The Company will employee skilled employees in informatics, security
managers, cryptology experts, team leaders and programmers to stay abreast and
implement emerging technologies, perform day-to-day security tasks, and
constantly test and monitor the security Infostructure of each subsidiary.
The Company will house and employ its own hardware, back up systems,
proxy servers and off-site redundant servers. Biometric personal identification,
in the form of retinal, finger and facial scans, will be are required to access
information.
The Company will have the unique ability to amass data from any
subsidiary. By employing computing techniques such as pattern association,
artificial intelligence, pattern matching, hypothesis testing, data clustering,
genetic algorithms and other computational techniques collectively referred to
as "Data Mining," the Company will be able to "drill" through the data. This
Data Mining will enable the Company to assess subsidiary performance, fiscal
accountability, the success of multi-subsidiary marketing efforts, and to
identify and respond to rapid market changes and comply with, assure that state
and federal regulations. Only the largest companies in the U.S will be employed
to implement the necessary technology components.
Each subsidiary will have its own VPN's, Intranet, Extranet and
Internet access portals that are the sole responsibility of that subsidiary, but
which can accessed by the Company for information retrieval at any time.
The Company believes that certain of its proposed subsidiaries have no
counterparts currently in operation and, therefore, must be fully funded and
created. However, certain of the proposed subsidiaries, such as the finance and
the two insurance companies, could either be created, or the Company could
acquire, or establish strategic alliances with existing financial and insurance
companies.
<PAGE>
Subsidiary 1--Internet Company: Legal Content and Access Portals to Other
Services
This subsidiary will provide legal content via the internet, and access
portals to the products and services of the remaining subsidiaries to be formed
. With a fixed obsession on client service, its core business is to be the
leading Internet mission-specific legal information and interaction provider
with hyperlinks to high-quality existing and future legal web sites, and the
access portal to the seven e-commerce/business-to-business subsidiaries of the
Company to be formed.
Subsidiary 2--Attorney Membership Organization for Plaintiffs' Counsel
The core business of this subsidiary will be to provide a nationwide
membership organization, to be known as "Attorney Dispute Support "ADS" Panel
Membership, initially for attorneys specializing in plaintiff personal injury
cases. Membership will be limited initially to plaintiff personal injury
attorneys with proven track records, unquestioned ethical standards, and high
esteem within their peer group.
A second major function of the attorney membership subsidiary will be
to have in place an information network permitting prospective and retained
clients to interactively communicate with Panel Members, Panel Members to
interact with prospective and retained clients, and for Panel Members to conduct
research, communicate, and interact with fellow Panel Members throughout the
United States.
These information networks may be accessed using devices such as
telephone, fax, Internet, Web TV, AOLTV, wireless personal planning devices,
telematic in-car communications and smart phones, collectively referred to as
"Gateway Interface Devices."
Establishment of the information network for this subsidiary will
involve the development of an informational infrastructure based on wide-ban
area network technologies, including access via the Internet, an Extranet and an
Intranet to:
1. Allow clients through gateway interface devices to easily
review and negotiate fees, and to retain and communicate with
ADSsm panel members.
2. Allow attorneys to acquire new clients, easily communicate
with ongoing clients, and have proprietary case evaluation
software and other objective criteria to evaluate cases.
3. Allow Panel Member attorneys, through gateway interface
devices, access to a secure Extranet (vln-usa.com) for legal
research tools, negotiation materials, interaction with fellow
panel members throughout the United States, timely legal news
and current reliable information concerning national legal
developments.
Personal injury clients will have the ability to easily and accurately
review the qualifications of any panel member, interview and select an attorney
either in their locale or panel members that have special qualifications to
handle interstate matters. Moreover, ADSsm and clients will have access to their
files at any time through the secure Intranet vpn-usa.com.
<PAGE>
Each Panel Member's current resume and picture will be displayed.
Members may also include a brochure and voice message. A map directing clients
to members' offices will be provided.
The Panel Member's extranet will maintain an up-to-date calendaring and
messaging service that automatically contacts the attorney over the Gateway
Interface Devices upon retrieving inquires. Prompt responses by Panel Members to
all client inquiries will be a top Company priority.
Clients may access ADS Panel Members' special appointments calendar
specifically reserved for insured clients and schedule unilateral appointments
on any open day or time during the attorney's office hours.
With careful ADS Member Panel selection, gateway communication devices,
proprietary case evaluation software, objective criteria, and skilled
negotiators committed to adding value to disputes, Panel Members will be trained
to practice the "integrative law/integrative dispute resolution" models espoused
by the Company.
It is contemplated that Panel Members will be charged a monthly fee yet
to be determined. Additional benefits to Panel Membership will include
preferential insurance programs and investment and brokerage services.
Subsidiary 4--The Finance Company
Initially a proposed new finance subsidiary would provide to clients of
ADS Panel Members only, pre-judgment, intangible "Rights Financing" to fund the
plaintiff's personal injury cases.
This form of financing unliquidated plaintiffs' rights is fraught with
professional and business difficulty. Lawyer ADS Panel Members, who have been
screened for their proven track records and high esteem with their peer group,
will assist in the screening of cases to be financed by this subsidiary.
In individual Rights Financing, the traditional criteria for extension
of credit, including net worth, tangible physical assets as security, and good
credit, are irrelevant. The sole basis for lending or rights purchasing
decisions is the strength of the plaintiff's right to receive compensation in
the future.
Future possible services of the rights finance company may include the
financing of cases for clients of ADS Panel Members in legal practice areas
outside the personal injury litigation arena, expansion of financing to include
the purchase of post-judgment, liquidated rights, and the financing of cases for
clients of non-Panel members, and the financing or purchase of rights, whether
tangible or intangible, liquidated or unliquidated, outside the field of
litigation.
Subsidiary 5
2. Allow attorneys to acquire new clients, easily communicate
with ongoing clients, and have proprietary case evaluation
software and other objective criteria to evaluate cases.
2. Allow Panel Member attorneys, through gateway interface
devices, access to a secure Extranet (vln-usa.com) for legal
research tools, negotiation materials, interaction with fellow
panel members throughout the United States, timely legal news
and current reliable information concerning national legal
developments.
3.
Subsidiary 5--The E-commerce Escrow Company
This new subsidiary will function as an e-commerce third-party escrow
agent for rights financing and insurance by escrowing those rights in trust, as
security for loan advances and certain insurance product lines to be provided by
the legal insurance company. The e-commerce subsidiary will play an integral
role in following instructions provided by participants to fulfill contractual
requirements in a timely manner, to authenticate both digital and lithographic
documents, verify signatures, and distribute good funds.
Initially, the services of the escrow company will be limited to
securing, disbursing, and closing escrows for personal injury fee and cost
reimbursement loans provided by the Finance Subsidiary. Additional escrow
services will be made available to disburse and close additional types of Rights
Financing loans which may become available through the Finance Subsidiary as
market conditions dictate.
Subsidiary 6--Legal Insurance Company
The sixth subsidiary to be formed is a legal insurance company with its
own dispute engineering/partnering subsidiary.
The first legal insurance product is providing legal insurance to
individuals and all family members living at home. The second is to offer legal
insurance to employers as a fringe benefit for their employees. The third is to
provide legal insurance to home-based businesses.
For all three legal insurance products, insureds will have access to
dispute engineers offering practical, non-legal advice to prevent disputes from
occurring or offering practical non-legal advice to resolve disputes before they
elevate to the point of requiring legal assistance.
If legal assistance is needed, the insurance company, through a Legal
Service Organization "LSOsm", another Company subsidiary, will provide attorneys
for insured clients in a close-end system of Approved Attorney Service Providers
("AASP's") for legal advice and litigation support.
Legal insurance is to clients and attorneys what medical insurance is
to patients, doctors and hospitals. While common in Europe, legal insurance in
America, with less than a 1% market penetration, is in its infancy.
A prepaid legal plan works much like prepaid health insurance.
Typically the insured, their employer, or both, pay a nominal fee averaging
between $9.00 and $25.00 each month, in return for basic legal services such as
legal advice over the telephone, limited personal meetings with attorneys, and
reviewing simple legal documents or drafting a will. Other services not covered
in the particular plan may be purchased at reduced rates.
All insured's will be part of an information network permitting each to
interactively communicate with dispute engineers and AASP's, and to permit
AASP's to interact with insureds and to conduct research, communicate and
interact with fellow AASP's throughout the United States.
Financial Insurance Products of the Legal Insurance Company
It is contemplated that the Legal Insurance Company will also offer
five Financial insurance product lines:
1. Life insurance for plaintiffs in personal injury financed cases at the
option of the Rights Finance company.
2. Insurance to reimburse the Finance Company for financed cases that have
been lost at the option of the Rights Finance company.
3. Insurance to pay income tax liabilities for financed cases that have
been lost at the option of clients.
4. "Loser Pay" insurance provided on a self-perpetuating basis at the
option of clients.
5. Special insurance lines, which may or may not be outsourced, such
as malpractice, life, accidental death, health, vision and dental
insurance to ADSsm Panel Members and "AASPsm" Panel Members for
the legal and property/casualty/workman's compensation
subsidiaries to be formed and their associates and all employees.
The Subsidiary of the Legal Insurance Company
The New Plan contemplates the creation of yet another subsidiary of the
Legal Insurance Company. This new subsidiary will offer five dispute
engineering/partnering services on either a retained or case-by-case basis.
The essence of dispute engineering/partnering is to prevent
disputes from occurring, or containing disputes with pre-negotiated solutions
when they do, using dispute resolution techniques developed by the Company.
Subsidiary 6--Property/Casualty/Workman's Compensation Insurance Subsidiary
Following the business philosophy of "integrated law/integrated dispute
resolutions" and value added negotiation," and with a fixed obsession on client
satisfaction, this subsidiary's core business is selling
property/casualty/workman's compensation insurance through a unique business
model having four parts.
The first is a property/caualty/workman's compensation insurance
company that offers individuals and businesses insurance products and services
presently not offered by any other property/casualty insurance company in
America.
The second is to staff the new insurance company with professional,
skilled claims management negotiators who focus on adding value and who have
full authority to settle legitimate claims.
The third is to provide financial products adding value to legitimate
claims resolution and early appropriate dispute mechanisms.
The fourth is to refer all claims in which a lawsuit has been filed to
the Legal Services Organization "LSOsm" that has multiple functions, including
the selection, monitoring and paying of all fixed costs and attorneys fees of
AASP's for covered first and third-party insurance claims.
Subsidiary 7--Legal Service Organization Company
The service product of the seventh subsidiary to be formed is a Legal
Service Organization "LSOsm" with an approved closed-end system of Approved
Attorney Service Providers. For the LSO's property/casualty/workman's client it
has multiple specific responsibilities. For its legal insurance subsidiary
client it provides legal advice and litigation support.
Following the Company's business philosophy of integrative
law/integrated dispute value added negotiation subsidiary and with a fixed
obsession on client satisfaction, its core business will be to provide active
case management in the defense of personal injury litigation through a Legal
Service Organization "LSOsm."
Uncontrolled fees and costs are the coin of the realm in insurance
defense work. Some insurance companies have overreacted by imposing unreasonable
fee capitation agreements. The function of this company is to provide a balance
between the two extremes.
Its two clients, each called "The Signatory Company," are the Legal
Insurance and Property/Casualty/Workman's Compensation Insurance subsidiaries of
the Company yet to be formed.
Similar case management services will be available to other competitive
insurance companies and to corporate America in later phases.
Litigation support responsibilities provided to the
Property/Casualty/Workman's Compensation Signatory Company are:
To hire a nationwide panel of Approved Attorney Service Providers and
insure that they follow the terms and conditions of their Panel Member
Agreements.
Only law firms are eligible for enrollment as AASP's.
The ideal law firm candidates for admission would consist of attorneys
within the firm holding the following credentials:
|X| Certified as specialists by the state in which they practice.
|X| American Board of Trial Advocates certification.
|X| "AV" Martindale-Hubbell rating.
|X| Listed in the Bar Register of Preeminent Lawyers.
|X| A fellow in the American College of Trial Lawyers.
|X| A.M. Best's register of approved defense attorneys
|X| Clean credit report.
|X| Good references.
2. To assign lawsuits from the Signatory Company to selected Approved
Attorney Service Providers "AASPsm."
3. To insure that AASP's have compatible computer programs with opposing
counsel and the courts.
4. To co-ordinate Cumis Counsel.
5. To verify medical specials.
6. To facilitate communication and research between clients and AASPsm
panel members.
The Property/Casualty/Workman's Compensation Insurance subsidiary will
be supported by an information network permitting insured clients, professional
claims personnel and AASP's to interactively communicate with each other and for
Panel Members to interact with fellow Panel Members throughout the United
States.
7. To monitor work in progress.
8. To co-ordinate settlement discussions with skilled AASPsm members.
9. To present financial value added products during settlement
negotiations.
10. To co-ordinate settlement discussions.
11. To co-ordinate negotiation or ADR of procedural and substantive matters
if negotiation does not lead to resolution.
12. To aggressively pursue cost and attorney fee awards.
13. To co-ordinate all evaluations
Support services to the legal insurance signatory company:
To provide a closed-ended system of Approved Attorney Service Providers
"AASPsm" for legal advice and litigation support.
Subsidiary 8-Banks of Value Added Solutions and Legal Briefs
The service product of the eighth subsidiary is a bank of value a added
solutions and a bank of unpublished and published briefs in two phases.
The first subsidiary, counselorsweb.com, is a pure play Internet
company.
With the firm business philosophy of integrative law/integrative
dispute value added resolution techniques and with a fixed obsession on client
satisfaction, its core business has two purposes:
The first is the public retrieval of value added dispute
resolution solutions.
The second is the public retrieval of unpublished legal briefs and
court decisions.
This subsidiary has two banks, one for value added solution retrieval
and the other for brief retrievals.
The first consists of a bank of value added solutions reported by Panel
Members, claims personnel and dispute engineers throughout the United States and
available to anyone anywhere in the world for a fee.
The second is the real world of legal practice consisting of a brief
bank of unpublished briefs and supporting data used by Panel Members and shared
with other Panel Members through a secure Extranet, which is where all of the
"action" in litigated cases occurs prior to trial and appeals, the latter being
the only source for published brief retrievals.
Patents, trademarks, licenses
Service Marks
The following trademarks or service marks have been applied for.
Approval of all trademarks is pending:
AASPsm means panel member "Approved Attorney Service Providers"
selected on a close-ended system and paid by the Legal Service Organization
"LSOsm."
ADSsm means panel member "Attorney Dispute Support" for plaintiff
attorneys, limited in phase I to plaintiff personal injury attorneys, and
expanded thereafter to plaintiff attorneys in all other specialized areas of the
law.
AISsm means "The Program of Anticipation Integration and Solutions",
which anticipates disputes and assists in value added resolution beforehand. If
a dispute does arise, either pre-negotiated solutions are in place or value
added concepts are integrated to assist in dispute resolution. Initially, AISsm
will be staffed with dispute engineers in the legal insurance subsidiary and a
subsidiary of that subsidiary.
ILFsm means "The Integrative Law Forum" a charitable foundation established
for the study and practice of integrative law, integrative negotiation and
legislative and judicial awareness forums. I.R.S. approval is pending.
LSOsm means the "Legal Services Organization" that, among several other
functions, selects panel member Approved Attorney Service Providers and
processes and pays capitated defense attorney's fees and costs for the
property/causality insurance company. The LSOsm also process claims and selects
and pays attorneys who advise and represent insured's in the legal insurance
subsidiary. Its services will expand to competitors of the property/causality
insurance company and Corporate America in Phase II.
Netocracysm means a government of informed, responsible people by
fulfilled people for people in a wired world.
PLAsm is a charitable foundation established for The Program of Legal
Assistance. I.R.S. approval is pending.
sm means a U.S. Patent and trademark service mark that has been applied for
and approval is pending.
Domain Names:
The following domain names have been applied for:
1st banknetusa.com--The Rights finance company subsidiary.
1st insurancenet.com--The property/causality/workman's compensation subsidiary.
1st netbankusa.com--To protect the Rights finance company domain name.
1st netinsurance.com--To protect property/casualty/workman's compensation domain
name.
1st netlegalinsurance.com--The legal insurance subsidiary.
1st netocracy.com--The guiding principle behind the public books and the private
business opportunities.
alcoholchat.com--Interactive chat room to introduce participants to Netocracysm.
aasp-usa.com--Approved Attorney Service Provider "AASPSM" Defense Panel Members.
------------
adr-usa.com--Appropriate Dispute Resolution.
-----------
ads-usa.net--Attorney Dispute Support "ADSsm" Plaintiff Panel Members.
-----------
bidcase.com--Allows ADSsm panel member attorneys to bid for cases.
calendarsonline.net--Electronic calendar coordination with professionals.
casebasereasoning.com--Determining case values using artificial intelligence.
case-bid.com--Allows clients to post facts of their case and solicit fee quotes
from ADSsm panel member attorneys.
counselorsweb.com--Main Internet site for interactive communications and the
access portal to the subsidiaries of GamePlan Inc.
enlargethepie.com--Value added practical and finance products offered by ADSsm,
professional claims representatives of the property/casualty/workman's
compensation insurance company, and AASPsm members of The Legal Service
Organization "LSOsm".
esqlynx.com--The Bank for value added solutions and unpublished Brief Banks.
financeescrow.com--The e-commerce escrow company.
gameplaninc.com--Parent company.
---------------
gameplan-usa.com--To protect the name of the parent company.
ilf-usa.org--"Integrative Law Forum" "ILFsm", a ss.501(c)(3) private foundation.
integrativelaw.com--its essence is a new way to practice law. Claims personnel
will practice integrative dispute added value resolutions in the
property/causality/workman's compensation subsidiary and dispute engineers will
follow its principles for the legal insurance subsidiary as well.
lawescrow.com--To protect the name of the e-commerce Internet escrow company.
lawintegrative.com--To protect the name.
------------------
lso-usa.com--The Legal Service Organization (LSOsm") for the
property/causality/workman's compensation insurance company and the legal
insurance company.
lynxesq.com--To protect the name of the Bank for value-added solutions and Brief
Bank.
pla-usa.org--"The Program of Legal Assistance" "PLAsm", ass.501(c)(3) private
-----------
foundation
usa-ais.com-- Anticipation, Integration and Solutions "AISsm". These functions
are performed by dispute engineers employed by a subsidiary of the legal
insurance subsidiary and consist of anticipating disputes, the integration of
value added dispute resolution techniques to reaching acceptable solutions for
all.
vln-usa.com--"Virtual Law Network." Two separate secure extranets for ADSsm and
----------
AASPsm panel members for information, communication and research.
vpn-usa.com--"Virtual Private Network". A secure Intranet for unilateral file
access to monitor the status of all cases. Clients will also be able to securely
access their files unilaterally.
Patents
Berry Development L.L.C., a Nevada Limited Liability Corporation owned
indirectly by Robert Berry, the Company's principal shareholder, has retained
Dr. Randel Stevens to develop intellectual property rights protection for
various business concepts and methodologies to be used to implement the
Company's business plan.
Four provisional and one complete patent applications have been filed
by Mr. Berry's LLC. There can be no assurance that the provisional patents will
ripen to completed patents within one year of their filing and there can be no
assurance that, if filed, claims will be granted. There is likewise no assurance
that the patents filed will result in any or all approved claims.
It is contemplated that the LLC will remain separate and distinct from
the Company. A license agreement between the Company and Berry Development
L.L.C. will be required. To date, no license agreement has been negotiated or
prepared.
<PAGE>
Results of Operations.
The Company has had no operations during the quarterly period ended
June 30, 2000, or since on or before approximately 1986. During the quarterly
period covered by this Report, the Company received no revenue and incurred
expenses of $28,303, stemming from general and administrative expenses.
Liquidity
At June 30, 2000, the Company had total current assets of $3,263 and
total liabilities of $335,337.
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 June 30, 2000
99 Letter to Shareholders of the Company dated August 21, 2000
(b) Forms 8-K. The Company filed no Current Reports on Form 8-K
during the quarter for which this report is filed.
<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: August 21, 2000 /S/ ROBERT G. BERRY
-------------------
Robert G. Berry,
President and Director
