UNITED STATES 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, 2000
[ ] Transition Report UNDER Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the Transition Period from to
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Commission File Number: 0-27305
GAMEPLAN, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 87-0493596
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(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
3701 Fairview Road
Reno, Nevada 89511
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(Address of principal executive offices) (Zip Code)
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(775) 853-3980
(Issuer's telephone number, including area code)
Securities registered pursuant to Section Name of each
12(b) of the Act: exchange on which registered:
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None OTCBB
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 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.
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant'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. [ ]
Issuer's net revenues for the fiscal year ended December 31, 2000 were $0.
The aggregate market value of the registrant's common stock held by non-affiliates as of December 31, 2000 was approximately $4,614. Because none of the Company's common stock has been sold within 60 days of December 31, 2000, and the Company's shares are not actively traded, the market value is based on the aggregate par value of the shares of common stock held by non-affiliates.
GAMEPLAN, INC. AND SUBSIDIARY
TABLE OF CONTENTS
PART I.
Item 1. Description of Business.............................................3
Item 2. Description of Property............................................12
Item 3. Legal Proceedings..................................................12
Item 4. Submission of Matters to a Vote of Security Holders................12
PART II.
Item 5. Market for Common Equity and Related Stockholder Matters...........13
Item 6. Management's Discussion and Analysis of Financial Condition
or Plan of Operation ..............................................14
Item 7. Financial Statements...............................................17
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure...........................................17
PART III.
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act...................18
Item 10. Executive Compensation..............................................18
Item 11. Security Ownership of Certain Beneficial Owners and Management......19
Item 12. Certain Relationships and Related Transactions......................20
PART IV.
Item 13. Exhibits and Reports on Form 8-K....................................21
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
THIS ANNUAL REPORT ON FORM 10-KSB CONTAINS, IN ADDITION TO HISTORICAL INFORMATION, FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTANTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE RESULTS ANTICIPATED BY THE COMPANY AND DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES ARE DISCUSSED BELOW UNDER ITEM 6--MANAGEMENTS DISCUSSION AND ANALYSIS PLAN OF OPERATION--"RISK FACTORS," AND ELSEWHERE IN THIS ANNUAL REPORT. THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH OUR FINANCIAL STATEMENTS AND RELATED NOTES THERETO INCLUDED IN ITEM 7 OF THIS REPORT.
Introduction
Over the past several years, the Company's President, Robert G. Berry, has been actively developing a comprehensive business plan for the Company. Initially, 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.
During the third quarter of the Company's fiscal year ended December 31, 2000, the Company announced the completion of an expanded, comprehensive new business plan (the "New Plan"). The New Plan builds upon the Company's former concepts related to providing legal services and products. However, the New Plan envisions the creation of multiple new subsidiaries and/or divisions of the Company for the purpose of providing, in addition to Internet-based tools for locating and engaging legal counsel, a variety of 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.
Since announcement of the New Plan, there have been no material developments towards implementation, funding, or development of the New Plan. 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 entering 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 Factors" 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 has been expounded in two yet-to-be published books authored by Robert G. 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.
It is proposed that the new subsidiaries will consist of the following:
o Legal Information Internet Company - Providing for the retrieval of practical and legal information.
o 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.
o 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.
o Finance Company - Initially to provide pre-judgment, intangible and unliquidated litigation financing ("Rights Financing") to clients of ADSsm Panel Member attorneys.
o 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.
o Legal Service Organization Company - A subsidiary comprised of member attorneys for clients insured by the Legal Insurance and property/casualty/workers compensation subsidiary.
o Property/Casualty/Workers Compensation Insurance Company - To create a subsidiary to provide individuals and businesses insurance products and services presently not offered by any other property/casualty insurance companies.
o E-commerce Escrow Company - To act as an electronic escrow agent to coordinate the Rights Financing to be provided by the finance company subsidiary. The escrow subsidiary will hold the rights in trust as security for loan advances from the finance company 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 G. 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.
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 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, and the success of multi-subsidiary marketing efforts, to identify and respond to rapid market changes, and to comply with 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.
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 ADSsm Panel Membership (the "Panel Members"), 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 ADSsm Panel Members, ADSsm Panel Members to interact with prospective and retained clients, and Panel Members to conduct research, communicate, and interact with fellow ADSsm 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 ADSsm 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 ADSsm Panel Member, interview and select an attorney either in their locale or ADSsm Panel Members that have special qualifications to handle interstate matters. Moreover, ADSsm Panel Members and clients will have access to their files at any time through the secure Intranet vpn-usa.com.
Each ADSsm Panel Member's current resume and picture will be displayed. Panel Members may also include a brochure and voice message. A map directing clients to ADSsm Panel Members' offices will be provided.
The ADSsm 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 ADSsm Panel Members to all client inquiries will be a top Company priority.
Clients may access ADSsm 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 ADSsm Panel Member selection, Gateway Communication Devices, proprietary case evaluation software, objective criteria, and skilled negotiators committed to adding value to disputes, ADSsm Panel Members will be trained to practice the "integrative law/integrative dispute resolution" models espoused by the Company.
It is contemplated that ADSsm Panel Members will be charged a monthly fee yet to be determined. Additional benefits to ADSsm Panel Members will include preferential insurance programs and investment and brokerage services.
Subsidiary 3-The Finance Company
Initially, a proposed new finance subsidiary would provide to clients of ADSsm Panel Members only, pre-judgment, intangible "Rights Financing" to fund plaintiffs' personal injury cases.
This form of financing unliquidated plaintiffs' rights is fraught with professional and business difficulty. Attorney ADSsm 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 Rights Financing decisions is the strength of the plaintiff's right to receive compensation in the future.
Future possible services of the finance company subsidiary may include the financing of cases for clients of ADSsm 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 4-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 company 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 company subsidiary as market conditions dictate.
Subsidiary 5-Legal Insurance Company
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 review or drafting of simple legal documents. Other services not covered in the particular plan may be purchased at reduced rates.
The sixth subsidiary to be formed is a legal insurance company with its own dispute engineering/partnering subsidiary, which will offer three core products. 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.
All insureds 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.
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 finance company subsidiary.
2. Insurance to reimburse the finance company subsidiary 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.
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:
1. Property/casualty/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 the U.S.
2. 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.
3. Provide financial products adding value to legitimate claims resolution and early appropriate dispute mechanisms.
4. 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 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 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:
o To hire a nationwide panel of Approved Attorney Service Providers and insure that they follow the terms and conditions of their Panel Member Agreements.
o To assign lawsuits from the Signatory Company to selected Approved Attorney Service Providers.
o To insure that Approved Attorney Service Providers have compatible computer programs with opposing counsel and the courts.
o To facilitate communication and research between clients and Approved Attorney Service Providers Panel Members.
o Only law firms are eligible for enrollment as Approved Attorney Service Providers.
o To monitor work in progress.
o To co-ordinate settlement discussions with skilled Approved Attorney Service Providers Panel Members.
o To present financial value added products during settlement negotiations.
o To co-ordinate settlement discussions.
o To co-ordinate negotiation or ADR of procedural and substantive matters if negotiation does not lead to resolution.
o To aggressively pursue cost and attorney fee awards.
o To co-ordinate all evaluations
The ideal law firm candidates for admission would consist of attorneys within the firm holding the following credentials:
o Certified as specialists by the state in which they practice.
o American Board of Trial Advocates certification.
o "AV" Martindale-Hubbell rating.
o Listed in the Bar Register of Preeminent Lawyers.
o A fellow in the American College of Trial Lawyers.
o A.M. Best's register of approved defense attorneys.
o Clean credit report.
o Good references.
The Property/Casualty/Workman's Compensation Insurance subsidiary will be supported by an information network permitting insured clients, professional claims personnel and Approved Attorney Service Providers to interactively communicate with each other and for Panel Members to interact with fellow Panel Members throughout the United States.
Support services to the legal insurance signatory company
o To provide a closed-ended system of Approved Attorney Service Providers 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 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, the core business of this subsidiary has two purposes:
o The public retrieval of value added dispute resolution solutions.
o 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, which is 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, Service Marks, Domain Names and Licenses
Service Marks
The Company has applied for the following service marks:
o AASPsm means panel member "Approved Attorney Service Providers" selected on a close-ended system and paid by the Legal Service Organization "LSOsm."
o 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.
o 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.
o 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.
o 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 processes claims and selects and pays attorneys who advise and represent insureds in the legal insurance subsidiary. Its services will expand to competitors of the property/causality insurance company and corporate America in Phase II.
o Netocracysm means a government of informed, responsible people by fulfilled people for people in a wired world.
o 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 service mark that has been applied for and approval is pending.
Domain Names
The Company has obtained the following domain names:
o 1st banknetusa.com-The finance company subsidiary.
o 1st insurancenet.com-The property/causality/workman's compensation subsidiary.
o 1st netbankusa.com-To protect the finance company subsidiary domain name.
o 1st netinsurance.com-To protect property/casualty/workman's compensation domain name.
o 1st netlegalinsurance.com-The legal insurance subsidiary.
o 1st netocracy.com-The guiding principle behind the public books and the private business opportunities.
o alcoholchat.com-Interactive chat room to introduce participants to Netocracysm.
o aasp-usa.com-Approved Attorney Service Provider "AASPSM" Defense Panel Members.
o adr-usa.com-Appropriate Dispute Resolution.
o ads-usa.net-Attorney Dispute Support "ADSsm" Plaintiff Panel Members.
o bidcase.com-Allows ADSsm Panel Member attorneys to bid for cases.
o calendarsonline.net-Electronic calendar coordination with professionals.
o casebasereasoning.com-Determining case values using artificial intelligence.
o case-bid.com-Allows clients to post facts of their case and solicit fee quotes from ADSsm Panel Member attorneys.
o counselorsweb.com-Main Internet site for interactive communications and the access portal to the subsidiaries of GamePlan, Inc.
o 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 LSOsm.
o esqlynx.com-The Bank for value added solutions and unpublished Brief Banks.
o financeescrow.com-The e-commerce escrow company.
o gameplan-usa.com-To protect the name of the parent company.
o ilf-usa.org-"Integrative Law Forum" "ILFsm", a ss.501(c)(3) private foundation.
o 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.
o lawescrow.com-To protect the name of the e-commerce Internet escrow company.
o lawintegrative.com-To protect the name.
o lso-usa.com-The LSOsm for the property/causality/workman's compensation insurance company and the legal insurance company.
o lynxesq.com-To protect the name of the Bank for value-added solutions and Brief Bank.
o pla-usa.org-"The Program of Legal Assistance" "PLAsm", a ss.501(c)(3) private foundation.
o 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.
o vln-usa.com-"Virtual Law Network." Two separate secure Extranets for ADSsm and AASPsm Panel Members for information, communication and research.
o 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. ( "Berry LLC"), a Nevada Limited Liability Corporation owned indirectly by Robert G. 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 Berry
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 Berry LLC will remain separate and distinct from the Company. A license agreement between the Company and Berry LLC will be required. To date, no license agreement has been negotiated or prepared.
ITEM 2. DESCRIPTION OF PROPERTY
The Company owns office furniture and equipment valued at $4,034. The corporate office and telephone number for the Company are the personal residence and telephone number of Mr. Robert G. Berry, currently the sole officer, director, and principal shareholder of the Company.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal action.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the shareholders during the fourth quarter of fiscal year 2000.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
The Company's common stock (the "Common Stock") is quoted on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. under the symbol "GPLA." However, there is no established public market for the Company's Common Stock. Therefore, any data the Company could provide regarding the Common Stock's bid price or trading volume would not be indicative of the actual price or trading volume of such stock.
Holders
As of March 30, 2000, there were approximately 110 holders of record of the Company's common stock. This number excludes the number of beneficial owners of shares, if any, held in street name.
Dividends
The Company has not paid any cash dividends on its Common Stock since its inception. At present, the Company is not generating any revenues. In the event the Company is able to implement the New Plan, generate revenues and realize profits, the Company will retain earnings to support growth. Therefore, the Company does not anticipate paying any cash dividends on its Common Stock in the foreseeable future.
Recent Sales of Unregistered Securities
Within the past three years the Company has issued securities in transactions summarized below without registration of the securities under the Securities Act of 1933, as amended (the "Securities Act").
In 1998, the Company issued 3,000,000 shares of Common Stock to The Robert G. Berry Trust in exchange for services performed by Robert G. Berry, the Trustee of the Trust, on behalf of the Company. Specifically, Mr. Berry developed the New Plan.
On January 9, 1998, the Company granted options to Jim Johnson to purchase 100,000 shares of the Common Stock at an excercise price of $1.00 per share. The options expire four years from the date of issuance.
In February, 1999, the Company granted options to Shayne Del Cohen, a former director of the Company, to purchase 25,000 shares of the Company's Common Stock at an exercise price of $.10 per share. Ms. Del Cohen exercised the options in March, 1999.
With respect to the foregoing offers and sales of restricted and unregistered securities by the Company, the Company relied on the provisions of Sections 3(b) and 4(2) of the 1933 Act and rules and regulations promulgated thereunder, including, but not limited to Rules 505 and 506 of Regulation D, in that such transactions did not involve any public offering of securities and were exempt from registration under the 1933 Act. The offer and sale of the securities in each instance was not made by any means of general solicitation; the securities were acquired by the investors without a view toward distribution; and all purchasers represented to the Company that they were sophisticated and experienced in such transactions and investments and able to bear the economic risk of their investment. A legend was placed on the certificates and instruments representing these securities stating that the securities evidenced by such certificates or instruments, as the case may be, have not been registered under the 1933 Act and setting forth the restrictions on their transfer and sale. Each investor also signed a written agreement, or agreed to so sign upon exercise of their options, that the securities would not be sold without registration under the 1933 Act or pursuant to an applicable exemption from such registration.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
The Company has not had revenues from business operations since before April 1986. Over the past several years, the Company's President, Robert G. Berry, has been actively developing a comprehensive business plan for the Company. In August 2000, the Company announced the completion of an expanded, comprehensive new business plan (the "New Plan"). The New Plan builds upon the Company's former concepts related to providing legal services and products. However, the New Plan envisions the creation of multiple new subsidiaries and/or divisions of the Company for the purpose of providing, in addition to Internet-based tools for locating and engaging legal counsel, a variety of other new integrated products and services, including finance and lending services, insurance products, escrow services, and member legal service organizations to be comprised of licensed attorneys.
All proposed services of the Company are to be developed and provided to the consumer based upon strict adherence to a business and professional model developed by Mr. Berry. This model, known as "integrative law/integrative dispute resolution techniques," is the subject of two new books authored by Mr. Berry. The Company anticipates that the new books, Jurisdocracy to Netocracysm, will be published and available for sale to the public within the next several months. Jurisdocracy focuses on the many serious problems facing clients, lawyers and insurance companies and offers three solutions. Netocracysm broadens the scope considerably and offers many educational, special interest, twenty-three legislative and thirteen practice reforms, all calculated to bring selected disputes to early resolution with "win-win" solutions.
Reference is made to the full summary of the New Plan, which is set forth above in Item 1- Description of Business, "Description of the New Plan."
To date, no elements of the New Plan have been implemented, and the Company has no revenues from business operations. Implementation of the New Plan is contingent upon the Company raising substantial amounts of working capital, locating and hiring a qualified management team, engaging multiple third-party service providers to design and implement a complex, Internet-based, information handling system for the Company and its proposed family of subsidiaries, and to enter into agreements and alliances with attorneys, lending and financial service providers, insurance providers, and other risk-management professionals. To date, however, no agreements have been made, nor potential investors identified, regarding additional capital for the Company. There can be no assurance that the Company will be able to raise the capital necessary to pursue the New Plan. Significant aspects of the Company's New Plan are new and unproven in the marketplace. Accordingly, there are substantial risks and uncertainties associated with investment in the Company, which are more fully set forth below under "Risk Factors."
There may be market or other barriers to entry or unforeseen factors, which make the New Plan unfeasible. Accordingly, the Company may refine, rewrite, or abandon some or all elements of the New Plan. In conjunction with the New Plan, or as an alternative thereto, the Company will continue to consider acquisition or merger opportunities with existing businesses that might benefit the Company and its shareholders. Such acquisitions may create business opportunities for the Company completely unrelated to the New Plan.
Apart from any cash requirements necessary to implement the New Plan, the Company will continue to incur expenses relating to maintenance of the Company in good standing, filing required reports with the Securities and Exchange Commission (the "SEC") and other regulatory agencies, and investigating potential business ventures. The Company believes that such additional maintenance expenses will be advanced by management or principal stockholders as loans to the Company.
Forward Looking Statements
The statements contained in this Report that are not purely historical are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act. These statements relate to the Company's expectations, hopes, beliefs, anticipations, commitments, intentions and strategies regarding the future. They may be identified by the use of words or phrases such as "believes," "expects," "anticipates," "should," "plans," "estimates," and "potential," among others. Forward-looking statements include, but are not limited to, statements contained
in the Plan of Operation regarding the Company's financial performance, revenue and expense levels in the future and the sufficiency of its existing assets to fund future operations and capital spending needs. Actual results could differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The Company believes that many of the risks set forth here and in the Company's SEC filings are part of doing business in the industry in which the Company operates and competes and will likely be present in all periods reported. The forward-looking statements contained in this Report are made as of the date of this Report and the Company assumes no obligation to update them or to update the reasons why actual results could differ from those projected in such forward-looking statements. Among others, risks and uncertainties that may affect the business, financial condition, performance, development, and results of operations of the Company include:
o 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;
o 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;
o Securing capital for funding the creation of the initial subsidiaries and their complex electronic support and access structures; and
o 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 the Company. 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:
o 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 New Plan;
o any inability to achieve market acceptance of our products and services;
o our need to enter into contracts with and to rely on third-party providers for certain components of our services;
o our need to create a management team and support personnel for the Company and its subsidiaries;
o any inability to respond effectively to competitive pressures;
o any loss of key personnel; and
o 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, 2000 we had a net loss of $77,320, and an accumulated deficit of $1,100,564. 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 debt 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 private investments, joint venturing, and traditional venture capital. To date, however, no agreements have been made, nor potential investors identified, regarding additional capital for the Company. 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 that 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 that might benefit the Company and its shareholders. Such acquisitions may create business opportunities for the Company completely unrelated to the New Plan.
ITEM 7. FINANCIAL STATEMENTS
The Company's consolidated financial statements and associated notes are set forth on pages F-1 through F-14.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The following sets forth the name, age and position of each director and executive officer of the Company as of the date of this report:
NAME AGE CURRENT POSITION(S)
Robert G. Berry 65 Chief Executive Officer, President, Secretary
and Director since December, 1991
|
Mr. Berry received a BA degree from the University of Nevada in 1961, and a JD degree from the University of Notre Dame law school in 1963. After spending four years in the District Attorney's office in Reno, Nevada, Mr. Berry joined the law firm of Laxalt and Berry in Carson City, Nevada. Mr. Berry's areas of emphasis while in private practice were plaintiff's personal injury litigation and regulatory work. While practicing law, 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. After a brief period of retirement, in 1996 Mr. Berry attended Harvard Law School's Program on Negotiation and Mediation. In 1997, he received training in commercial mediation from A.D.R. Inc., and advance mediation from the John Paul Jones Group. At present, Mr. Berry is a Nevada Supreme Court Settlement Judge and a private mediator.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers, directors and persons who beneficially own more than 10 percent of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10 percent shareholders are required by regulation of the SEC to furnish the Company with copies of all Section 16(a) forms they file.
The Company's officers first became subject to the Section 16(a) reporting obligations in September 23, 1999, in connection with the Company's registration of its class of Common Stock under the Securities Exchange Act of 1934. Mr. Robert Berry, currently the sole officer, director, and 10% shareholder of the Company, will file a Form 3 Initial Statement of Beneficial Ownership for the purpose of reporting his shareholdings in the Company which are disclosed herein under Item 11--Security Ownership of Certain Beneficial Owners and Management. Mr. Berry had no changes in his beneficial ownership of shares of Common Stock of the Company during the fiscal year ended December 31, 2000.
ITEM 10. EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by the Company for services rendered during the past three fiscal years to the Company's Chief Executive Officer during the fiscal year ended December 31, 2000. During the current fiscal year, the Company did not have any other officers.
Summary Compensation Table
Long Term Compensation
-----------------------------------------------------
Annual Compensation
Awards Payouts
--------------------------------------------------------------------------------------
Restricted Securities All Other
Other Annual Stock Underlying LTIP Compen
Fiscal Salary Bonus Compen-sation Award(s) Options/ Payouts -sation
Name and Year ($) ($) ($) ($) SARs (#) ($) ($)
Principal Position
-------------------------------------------------------------------------------------------------
Robert G. Berry 2000 -0- -0- -0- -0- -0- -0- -0-
President, CEO and 1999 -0- -0- -0- -0- -0- -0- -0-
Secretary
1998 -0- -0- -0- -0- -0- -0- 3,000,000 (1)
|
The following table lists individual grants of stock options made during the Company's last completed fiscal year as compensation for services rendered as an officer of the Company:
OPTION / SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
Number of % of Total
Securities Options/SARs Exercise or
Underlying Granted to Base Price
Options/SARs Employees in ($/Share) Expiration
Name Granted (#) Fiscal Year Date
------------------------------------ ----------------- ----------------- ------------- ---------------
Robert G. Berry 0 0% N/A N/A
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AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2000
AND DECEMBER 31, 2000 OPTION VALUES
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired Value Options at In-the-Money Options at
on Realized December 31, 2000 December 31, 2000
Name Exercise(#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
-------------------------- -------------- ------------ ------------------------------ ------------------------------
Robert G. Berry 0 0 N/A N/A
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Compensation of Directors
The Company has not adopted any standard arrangements for compensating directors for services provided as a director. The Company's sole director did not receive any compensation during the current fiscal year for services provided as a director.
Employment Contracts and Termination of Employment Arrangements
The Company has not entered into any employment contract or any compensatory plan or arrangement with any executive officer of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 15, 2000 regarding beneficial stock ownership of (i) all persons known to the Company to be beneficial owners of more than 5% of the outstanding Common Stock; (ii) each director, and any other executive officer of the Company whose compensation is required to be reported in Item 10 of this Report; and (iii) all officers and directors of the Company as a group. Each of the persons in the table below has
sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them, except as otherwise indicated.
Name and Address Number of Shares Percent of Outstanding
Beneficially Owned Shares(1)
Executive Officers and Directors
Robert G. Berry 9,522,000 (2) 62.5%
3701 Fairview Road
Reno, Nevada 98511
All Officers and Directors as a Group (1 person) 9,522,000 62.5%
5% Beneficial Owners
Robert G. Berry 9,522,000 (2) 62.5%
3701 Fairview Road
Reno, Nevada 98511
Jon T. Jenkins 1,611,350 (3) 10.6%
14603 Fountain Hills Boulevard
Fountain Hills, Arizona 85268
Nation of the Menominee Tribe of Wisconsin 1,200,000 7.9%
P.O. Box 910
Keshena, Wisconsin 54135
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(1) All percentages are calculated based upon a total number of shares issued and outstanding as of March 15, 2001, which number of shares is 15,225,000.
(2) The shares are held by the Robert G. Berry Trust. Robert G. Berry is the trustee of the trust and has the sole power and authority to vote or dispose of the shares of Common Stock held by the trust.
(3) Jon T. Jenkins owns 1,221,350 shares in his individual capacity, and has the authority to vote or dispose of, as trustee, 90,000 shares held by the J.S. Jenkins Trust, and 150,000 shares held by the M.J. Jenkins Trust.
Changes in Control
There presently are no arrangements that would result in a change of control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 1, 1999, the Company entered into an amended and restated promissory note with Robert Berry, pursuant to which the Company agreed to pay Mr. Berry principal then owing to Mr. Berry of $182,256.00, representing Mr. Berry's unreimbursed cash advances to the Company as of that date. The Note was due February 1, 2001 and bore interest at the rate of prime plus 2%. During 1999, Mr. Berry advanced the Company $17,600. A new note was executed on February 1, 2000, which extended the maturity date to February 1, 2002. In 2000, Mr. Berry advanced $37,200 to the Company. The Company executed a further amended and restated note with Mr. Berry on January 1, 2001, which note replaces and supercedes all previous notes of the Company payable to Mr. Berry. The new note was issued in the principal amount of $290,192.44, bears interest at the rate of prime plus 2%, and extends the maturity of the Company's obligations to Mr. Berry to February 1, 2003. The entire unpaid principal and interest is due at maturity.
Jon and April Jenkins Promissory Note
As of February 1, 2001, the Company entered into an amended and restated promissory note payable to Jon and April Jenkins in the principal amount of $74,054.36. The note replaced and supercedes all previous notes of the Company payable to Jon or April Jenkins. The note bears interest at the rate of prime plus 2%. All principal and interest is due and payable on February 1, 2003. Jon Jenkins is the beneficial owner of approximately 10.6% of the issued and outstanding shares of the Company.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the SEC:
(a) Exhibits
Exhibit Number Title of Document
2 Articles of Merger of Gameplan, Inc. (incorporated by reference to
Exhibit 3.3i to the Company's Registration Statement on Form 10 filed
with teh SEC on September 23, 1999).
3.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form 10 filed
with the SEC on September 23, 1999).
3.2 Articles of Amendment to Articles of Incorporation (incorporated by
reference to Exhibit 3.3i to the Company's Registration Statement on
Form 10 filed with the SEC on September 23, 1999).
3.3 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form 10 filed with the SEC on
September 23, 1999).
10 Promissory Note of the Company dated January 1, 2001 payable to Mr.
Robert Berry in the original principal amount of $290,192.44 ,
filed herewith.
21 Subsidiaries of the Company, filed herewith.
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(b) Reports on Form 8-K
The Company has not filed any Current Reports on Form 8-K.
SIGNATURES
In accordance with Section 13 and/or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Gameplan, Inc.
By: s/ Robert G. Berry
-------------------------
Robert G. Berry
Chief Executive Officer
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Dated March 31, 2001
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date /s/ Robert G. Berry President, Chief Executive Officer, March 31, 2000 ---------------------- Secretary and Director Robert G. Berry |
GAMEPLAN, INC.
Including the accounts of its wholly-owned subsidiary
Gameplaninc.com
[A Development Stage Company]
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000 and 1999
TABLE OF CONTENTS Page
Independent Auditors' Report 1
Consolidated Balance Sheets -- December 31, 2000 and 1999 2
Consolidated Statements of Operations for the Years Ended December 31, 2000 and 1999, and
for the Period from Inception [April 27, 1984] through December 31, 2000
3
Consolidated Statements of Stockholders' Equity/(Deficit) for the Years Ended
December 31, 2000 and 1999, and for the Period from Inception [April 27, 1984]
through December 31, 2000
4 - 5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2000 and 1999, and
for the Period from Inception [April 27, 1984] through
December 31, 2000 6
Notes to Financial Statements 7 - 14
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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, 2000 and 1999, and the related consolidated statements of operations, stockholders' deficit, 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., since 1992, and expressed unqualified opinions on those statements in our reports.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits 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, 2000 and 1999, 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, 2000, 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, 2001
GAMEPLAN, INC.
[A Development Stage Company]
Consolidated Balance Sheets
December 31, 2000 and 1999
ASSETS
Current Assets 2000 1999
Cash - Note 1 $ 215 $ 3,400
--------------- -------------
Total Current Assets 215 3,400
Property and Equipment - Note 2
Property and equipment 59,164 59,164
Less: Accumulated depreciation (55,130) (51,113)
--------------- -------------
Net Property and Equipment 4,034 8,051
--------------- -------------
TOTAL ASSETS $ 4,249 $ 11,451
--------------- -------------
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Current liabilities $ -0- $ -0-
--------------- -------------
Total Current Liabilities -0- -0-
Long-Term Liabilities
Payable to shareholders - Note 3 362,022 291,904
--------------- -------------
Total Long-Term Liabilities 362,022 291,904
--------------- -------------
Total Liabilities 362,022 291,904
--------------- -------------
Stockholders' Deficit
Common stock -- $.001 par value; 40,000,000 shares
authorized; 15,225,000 issued and outstanding at December
31, 2000 and 1999 15,225 15,225
Additional paid-in capital 727,566 727,566
Accumulated deficit during the development stage (1,100,564) (1,023,244)
--------------- -------------
Total Stockholders' Deficit (357,773) (280,453)
--------------- -------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 4,249 $ 11,451
--------------- -------------
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See accompanying notes to financial statements.
GAMEPLAN, INC.
[A Development Stage Company]
Consolidated Statements of Operations
For the Years Ended December 31, 2000 and
1999 and for the Period from Inception [April 27, 1984] through December 31, 2000
Inception to
2000 1999 12/31/00
---------------- ---------------- ---------------
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 44,403 22,871 1,986,859
---------------- ---------------- ---------------
Operating Loss (44,403) (22,871) (1,054,615)
Other Income/(Expense)
Interest income -0- -0- 16,064
Interest expense (32,917) (23,439) (431,372)
Gain/(loss) on sale of assets - Note 6 -0- -0- (29,477)
---------------- ---------------- ---------------
Total Other Income/(Expense) (32,917) (23,439) (444,785)
---------------- ---------------- ---------------
Net Loss Before Taxes (77,320) (46,310) (1,499,400)
Income taxes -0- -0- 1,164
---------------- ---------------- ---------------
Net Loss Before Extraordinary Items (77,320) (46,310) (1,500,564)
Extraordinary items
"Lost Opportunity" settlement - Note 10 400,000
---------------- ---------------- ---------------
Net Income from Extraordinary Items -0- -0- 400,000
---------------- ---------------- ---------------
Net Income/(Loss) $ (77,320) $ (46,310) $ (1,100,564)
Income/(Loss) per share
Before extraordinary items $ (.01) $ (.01) $ (.25)
Extraordinary items .07
---------------- ---------------- ---------------
Income/(Loss) per share $ (.01) $ (.01) $ (.18)
---------------- ---------------- ---------------
Weighted average shares outstanding 15,225,000 15,218,750 5,991,667
---------------- ---------------- ---------------
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See accompanying notes to financial statements.
GAMEPLAN, INC.
[A Development Stage Company]
Consolidated Statements of Stockholders' Equity/(Deficit) For the Years Ended December 31, 2000 and 1999 and for the Period from Inception [April 27, 1984] through December 31, 2000
Accumulated
Additional Deficit During Net
Common Common Paid-in the Development Stockholders'
Shares Stock Capital Stage Equity/(Deficit)
------------- ----------- -------------- ------------------ ----------------
Balance at Inception, -0- $ -0- $ -0- $ -0- $ -0-
04/27/84
Issued 750,000 shares of
common stock for cash 750,000 750 2,250 3,000
Issued 2,500,000 shares of
common stock for cash 2,500,000 2,500 19,569 22,069
Issued 29,250,000 shares of
common stock for cash,
12/31/91 29,250,000 29,250 29,250
Reverse split [1 for 5] of
32,500,000 shares of
common stock outstanding (26,000,000) (26,000) 26,000 -0-
Expenses of merger and stock
issuance (17,028) (17,028)
Accumulated deficit from
inception through 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, 1,200,000 1,200 248,800 250,000
12/30/93
Net loss, 1993 (305,062) (305,062)
------------- ----------- -------------- ------------------ -----------------
Balance, 12/31/93 7,700,000 7,700 279,591 (637,421) (350,130)
Net loss, 1994 (306,974) (306,974)
------------- ----------- -------------- ------------------ -----------------
Balance, 12/31/94 7,700,000 7,700 279,591 (944,395) (657,104)
Net loss, 1995 (215,677) (215,677)
------------- ----------- -------------- ------------------ -----------------
Balance, 12/31/95 7,700,000 7,700 279,591 (1,160,072) (872,781)
Issued 4,500,000 shares of
common stock in
satisfaction 4,500,000 4,500 445,500 450,000
of debt, 10/07/96
|
See accompanying notes to financial statements.
GAMEPLAN, INC.
[A Development Stage Company]
Consolidated Statements of Stockholders' Equity/(Deficit)
For the Years Ended December 31, 2000 and
1999 and for the Period from Inception [April 27, 1984]
through December 31, 2000
[continued]
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)
ssued 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)
Net loss, 2000 (77,320) (77,320)
------------- ----------- -------------- ------------------ -----------------
Balance, 12/31/00 15,225,000 $ 15,225 $ 727,566 $ (1,100,564) $ (357,773)
|
See accompanying notes to financial statements.
GAMEPLAN, INC.
[A Development Stage Company]
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2000 and
1999 and for the Period from Inception [April 27, 1984] through December 31, 2000
Inception to
2000 1999 12/31/00
----------------- ----------------- -----------------
Cash Flows Provided by/(Used for) Operating
Activities
Net Income/(loss) $ (77,320) $ (46,310) $ (1,100,564)
Adjustments to reconcile net income to net cash 0
provided by
operating activities:
Depreciation 4,018 7,582 170,611
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 -0- -0- 3,000
13
Loss/(gain) on disposal of property & equipment -0- -0- 29,477
Increase/(decrease) in accounts payable -0- -0- -0-
Increase/(decrease) in accrued expenses 32,917 23,439 81,283
----------------- ----------------- -----------------
Net Cash Provided by/(Used for) Operating Activities (40,385) (15,289) (707,016)
Cash Flows Provided by/(Used for) Investing
Activities
Investment sales/(purchases) -0- -0- -0-
Capital expenditures -0- (1,604) (520,761)
Proceeds from disposal of property and equipment -0- -0- 316,641
----------------- ----------------- -----------------
Net Cash Provided by/(Used for) Investing Activities 0 (1,604) (204,120)
Cash Flows Provided by/(Used for) Financing
Activities
Proceeds from loans 37,200 17,600 1,401,667
Loan principal reductions -0- -0- (530,107)
Proceeds from issuance of common stock -0- 2,500 39,791
----------------- ----------------- -----------------
Net Cash Provided by/(Used for) Financing Activities 37,200 20,100 911,351
----------------- ----------------- -----------------
Net Increase/(Decrease) in Cash (3,185) 3,207 215
Beginning Cash Balance 3,400 193 -0-
----------------- ----------------- -----------------
Ending Cash Balance $ 215 $ 3,400 $ 215
----------------- ----------------- -----------------
Supplemental disclosures
Cash paid for interest $ -0- $ -0- $ 216,129
Non-cash financing activities
Issued shares of common stock in satisfaction of $ -0- $ -0- $ 700,000
debt
|
See accompanying notes to financial statements.
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements December 31, 2000 and 1999
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. Expenditures for repair and maintenance are charged to expense as incurred.
(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.
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements December 31, 2000 and 1999
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:
2000 1999
-------- ------
Office Furniture & Equipment $ 59,164 $ 59,164
Less: Accumulated Depreciation (55,130) (51,113)
-------------- --------------
Net Property and Equipment $ 4,034 $ 8,051
-------------- --------------
|
Depreciation expense was $4,018 and $7,582 for 2000 and 1999, respectively.
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements December 31, 2000 and 1999
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
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements December 31, 2000 and 1999
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 Shareholder
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. In 2000, $37,200 was advanced to the Company. A new note was executed on January 1, 2001 which extends the maturity to February 1, 2003. The entire unpaid principal and interest balance is due at maturity. Interest has been accrued through 12/31/00 at the variable rate of Prime plus 2%.
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.
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements December 31, 2000 and 1999
NOTE 3 RELATED-PARTY TRANSACTIONS [CONTINUED]
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 note was written naming those individuals and compounded interest through February 1, 1999. On February 1, 2001, the note was again rewritten to compound interest through that date and to extend the maturity. The new note plus all accrued interest is due and payable on February 1, 2003, with no penalty for pre-payment. The Company has accrued interest on this note through December 31, 2000.
2000 1999
-------- --------
Unsecured loans maturing 2/01/03
from shareholders bearing interest
at prime plus 2% $ 321,143 $ 283,942
Accrued interest payable 40,879 7,962
----------------- -----------------
Payable to directors, officers &
shareholders $ 362,022 $ 291,904
----------------- -----------------
|
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.
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements December 31, 2000 and 1999
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 $1,100,564, has a net working capital deficit, and has a total capital deficit at December 31, 2000. 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.
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements December 31, 2000 and 1999
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 2020.
Deferred tax assets Balance Tax Rate
--------------------------------------
Loss carryforward $1,100,564 $385,197 35%
Valuation allowance ($385,197)
-----------
Deferred tax asset $0
|
This valuation allowance has increased $15,933 over the prior year amount of $369,264.
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 a business concept. 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.
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Consolidated Financial Statements December 31, 2000 and 1999
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 several new business plans supported by statistics and numerous un-coded software programs. The several business plans sets forth, in detail, a new methodology for dispute resolution in the United States. It consists of GamePlan, Inc., as the parent company with several subsidiaries to be formed, including two membership plans, a Rights financing company, two insurance companies, a Legal Services Organization (LSOsm), an escrow company, an electronic brief bank retrieval, and a legal web site providing useful information and the access portal to Gameplan, Inc., and its subsidiaries to be formed.
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 mergers and/or acquisitions, and/or the participation of venture capital, 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.
$290,192.44
PROMISSORY NOTE
FOR VALUE RECEIVED, GAMEPLAN, INC., a Nevada corporation ("Maker") promises to pay to Robert G. Berry or order, Two Hundred Ninety Thousand One Hundred Ninety Two Dollars and Forty Four cents ($290,192.44) with interest on the unpaid balance at two percentage points above the base rate as published in the Wall Street Journal, as that base rate for large unsecured corporate loans at U.S. money center banks, as the same may change from time to time while amounts due hereunder remain unpaid, with the entire unpaid balance and accrued interest due and payable on or before February 1, 2002, with no penalty for pre-payment. In the event of prepayment, Payee reserves the right to apply the payments to principal, interest or both at his sole discretion.
The amount of this promissory note has been calculated as follows:
The remaining unpaid principal balance due to Robert g. Berry is One Hundred Forty Seven Thousand Two Hundred Sixty Dollars and no cents. Cumulatively, unpaid interest to Jan. 1, 2001 is the difference between the principal due and the total sum of this note, which totals One Hundred Forty Two Thousand Nine Hundred Thirty Two Thousand Dollars and Forty Four cents as of Jan. 1, 2001. Additional interest above the face amount of this note is due from Jan. 1, 2001 to the due date of this note.
Payments of principal and interest shall be made in lawful money of the United States of America to the above-named Payee at 3701 Fairview Road, Reno NV, 89511 or order.
Every Maker, endorser, and guarantor of this Note, or the obligation represented hereby, waives presentment, demand, notice, protest, notice of protest, or enforcement of this Note, assents to any extensions or postponements of the time of payment or any other indulgence and to the addition to release of any other party or person primarily or secondarily liable. None of the rights and remedies of the payee hereunder are to be waived or affected by failure or delay to exercise them. All remedies conferred on the Payee of this Note shall be cumulative and none is exclusive. Such remedies may be exercised concurrently or consecutively at the payee's option.
If this Note is placed with an attorney for collection, or if suit be instituted for collection, or if any other remedy permitted by law is pursued by the Payee hereof, because of any default in the terms and conditions herein, then in such event, the undersigned agrees to pay reasonable attorney's fees, costs and other expenses incurred by the payee hereof in so doing.
This Note is unsecured.
Dated this 1st day of February, 2001
GAMEPLAN, INC.
EXHIBIT 21
Subsidiaries of the Company
gameplaninc., com, a Nevada corporation, wholly-owned