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, 2001

[ ]       Transition Report UNDER Section 13 or 15 (d) of the Securities
          Exchange Act of 1934

          For the Transition Period from       to
                                         -----    -----

Commission File Number:    0-27305

                                 GAMEPLAN, INC.
        (Exact name of small business issuer as specified in its charter)

                    NEVADA                                  87-0493596
---------------------------------------------  ---------------------------------
(State or other jurisdiction of incorporation  (IRS employer identification no.)
                   or organization)

          3701 Fairview Road
             Reno, Nevada                                   89511
---------------------------------------------  ---------------------------------
  (Address of principal executive offices)                (Zip Code)

                                 (775) 853-3980
                (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Name of each exchange on which registered: OTCBB



Securities registered pursuant to
Section 12(g) of the Act:          Common Stock, par value $.001

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.
Yes X             No
    -                ---

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, 2001 were $0.

The aggregate market value of the registrant's common stock held by
non-affiliates as of December 31, 2001 was approximately $4,092. Because none of
the Company's common stock has been sold within 60 days of December 31, 2001,
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.

The number of shares of common stock of the Registrant outstanding as of March
28, 2002, was 15,225,000.

Transitional Small Business Disclosure Format (Check one): Yes     No  X
                                                               ---    ---


<PAGE>



                          GAMEPLAN, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS


PART I.

Item 1.   Description of Business..............................................3

Item 2.   Description of Property.............................................13

Item 3.   Legal Proceedings...................................................13

Item 4.   Submission of Matters to a Vote of Security Holders.................13


PART II.

Item 5.   Market for Common Equity and Related Stockholder Matters............14

Item 6.   Management's Discussion and Analysis of Financial
          Condition or Plan of Operation......................................15

Item 7.   Financial Statements................................................19

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.................................19


PART III.

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance  with Section 16(a) of the Exchange Act..................19

Item 10. Executive Compensation...............................................20

Item 11. Security Ownership of Certain Beneficial Owners and Management.......21

Item 12. Certain Relationships and Related Transactions.......................22


PART IV.

Item 13. Exhibits and Reports on Form 8-K.....................................23




                                       2
<PAGE>

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 OR 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


For 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 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 financial services, insurance products, escrow services,
advanced digital research, an Internet "clicks to bricks" site, and member legal
service organizations of licensed attorneys.


The focus of the several  business plans is dedicated to  protecting,  financing
and processing Rights.


The mission of the several business plans is to provide efficient conflict
resolution techniques through a family of companies representing 40+% of the
Gross Domestic product and to oversight each company with ethical boundless
leadership, empowerment and learning models with fixed and controlled processes.


So conceived, the Company is a conglomerate of technology, products and
services.


The Company anticipates that these proposed services will be developed and
provided to the consumer based upon strict adherence to the business and
professional model developed by Mr. Berry. This model, known as "integrative
law/integrative dispute resolution techniques," is the subject of a book
authored by Mr. Berry. The Company anticipates that the new book, tentatively
titled "Jurisdocracy to Netocracysm" will be published and available for sale to
the public within the foreseeable future. Jurisdocracy focuses on the present
methodology for conflict resolution with particular emphasis on clients, lawyers
and insurance companies and offers three solutions. Netocracysm broadens the
scope considerably and offers many educational and special interest reforms,
twenty-three legislative and thirteen practice reforms, all calculated to bring
conflict resolution to early, cost efficient, interested based "win-win"
solutions.


Since announcement, there have been no material developments. 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 entering into
agreements and alliances with attorneys, lending and financial service
providers, insurance providers, and other appropriate companies with or without
existing infrastructure. 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 more fully set forth in
the "Risk Factors" section below.



                                       3
<PAGE>

Summary of the New Plan


Under the New Plan, the Company will seek strategic alliances to develop in
multiple phases 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 of integrative
law/integrative dispute resolution techniques, which has been expounded in a
yet-to-be published book authored by Robert G. Berry the Company's President and
sole director.


The Company's "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 having access to
state-of-the-art technology and committed to a new methodology combining the
best aspects of traditional conflict resolution coupled with time-tested
alternative dispute resolutions "ADR," educational and special interest reforms,
court reforms, practice reforms, digital communications, electronic research,
adding value to every dispute within a collegial environment and a level
financial, informational and manpower playing field.


The new yet to be formed subsidiaries, which may be expanded to other profitable
business opportunities that the Company understands, will consist of the
following all with several phases to be expanded, contracted and/or changed in
the order set forth as market conditions dictate.

o        Legal Information and Portal Internet Company - Practical, legal
         information and access portals to the products and services of the
         Company's remaining subsidiaries to be formed.


o        Attorney Membership Subsidiary for Plaintiffs' Counsel - Attorney
         Dispute Support ("ADSsm") Panel Membership is a membership program
         limited in Phase I to contingent fee plaintiff personal injury
         attorneys and expanded thereafter to plaintiff attorneys in other
         specialized areas of the law in which compensation is lawfully and
         ethically contingent on the outcome of disputes.


o        Finance Company - The first phase provides pre-judgment, intangible
         financing ("Rights Financing") to clients of ADSsm Panel Member
         attorneys and Panel Members directly in appropriate cases with
         identifiable and reliable reparation sources.


o        E-commerce Escrow Company - The first phase is 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 financial products from the finance company
         subsidiary.


o        Legal Insurance Company - Legal insurance to individuals, family
         members, home-based businesses and to employers as a fringe benefit for
         their employees together with a dispute engineering subsidiary to be
         formed. For all three legal insurance products, insured's will have
         access to dispute engineers offering practical non-legal advice to
         prevent conflict from occurring and offering practical non-legal,
         value-added advice to resolve existing conflicts. Other specialized
         insurance lines will be offered as well.


o        Property/Casualty/Workers Compensation Insurance Company - An insurance
         company providing individuals and businesses insurance products and
         services presently not offered by any other property/casualty insurance
         company.


o        Legal Service Organization Company - A Legal Service Organization
         ("LSOsm") with a membership component initially limited to fixed fee
         defense attorneys. The first phase is composed of member attorneys for
         clients insured by the Legal Insurance and Property/Casualty/Workers
         compensation subsidiary. Future phases will include all other areas of
         conflict whether covered by insurance or not and may be expanded in
         future phases to include fixed fee plaintiff attorneys. Only law firms
         will be eligible for enrollment as Approved Attorney Service Providers.




                                       4
<PAGE>

o        Banks of Value Added Solutions and Legal Briefs - A Bank of value added
         solutions and a brief Bank of unpublished and published legal work and
         court decisions in phases.

The Company's plan of operation for the next 12 months is to fund the basic
requirements of the parent and foregoing subsidiaries to be formed and to seek
strategic alliances with existing companies of related products with
infrastructure in place and/or alliances with companies seeking new profitable
core businesses. Presently, Mr. Berry is the sole director and officer of the
Company.


The Company will continue to seek loans from its principal stockholder, a trust
affiliated with Mr. Berry, to fund needed capital for development. Subject to
regulatory approval, equity may be offered either publicly or privately to meet
current and future obligations.


Description of the New Plan


The Parent Company


The Company'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 employ a limited number of people. Skilled employees in
informatics positions, security managers, cryptology experts, team leaders, and
programmers to stay abreast of and implement emerging technologies, perform
day-to-day security tasks and constantly test and monitor the security
Infostructure of each subsidiary will either be employed by the Company or
selected functions in whole or part may be outsourced.


The Company will house 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 monitor subsidiary performance, fiscal
accountability, success of multi-subsidiary marketing efforts, to identify and
respond to rapid market changes and to comply with state and federal
regulations.


Each subsidiary will have its own VPN, 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 with strategic alliance partners. Other proposed subsidiaries, such as
the finance and the two insurance companies, could either be created or the
Company could acquire or establish strategic alliance partnerships with existing
financial and insurance companies or companies seeking new, significant profit
centers.


Subsidiary  1-Internet  Company:  Legal  Content  and  Access  Portals  to Other
Products and 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 turning
"clicks" to "bricks." 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 other subsidiaries initially contemplated
to be seven and a subsidiary of the legal insurance subsidiary and possibly
expanded to other yet unidentified subsidiaries to be formed.



                                       5
<PAGE>


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 in phase I will be limited to contingent fee plaintiff
personal injury attorneys with proven track records, unquestioned ethical
standards and high esteem within their peer group and expanded thereafter to
plaintiff attorneys in other specialized areas of the law in which compensation
is lawfully and ethically contingent on the outcome of disputes.


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, but not
limited to, 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-band area network
technologies, including access via the Internet, an Extranet, and an Intranet
to:


     1.   Allow  clients to use 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, and interaction with fellow ADSsm Panel Members
          throughout the United  States,  as well as access to 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 and then interview and select an
attorney either in their locale or attorneys having 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 site.

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 Member's 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 resolve conflict with value added results within cost efficient time
frames following the "integrative law/integrative dispute resolution" models
espoused by the Company.


ADSsm Panel Members will be charged a monthly fee yet to be determined.
Additional benefits to ADSsm Panel Members will include a nationwide and local
referring service involving several sources, preferential insurance programs and
investment and brokerage services.


                                       6
<PAGE>


Subsidiary 3-The Finance Company


Phase I consists of a finance subsidiary providing clients of ADSsm Panel
Members and directly to Panel Members pre-judgment, unliquidated, intangible
"Rights Financing" to fund estate, subsidy, medical expense and cost
reimbursement loans to plaintiffs' and their Panel Members in personal injury
cases.


This form of unliquidated Rights financing is fraught with professional and
business difficulty. In 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 claim to receive compensation at some undetermined
time in the future. Attorney ADSsm Panel Members, who have been screened for
their proven track records and high esteem within their peer group, will assist
in the screening of cases to be financed by this subsidiary.


Future products of the finance company subsidiary may include expanded financing
for clients and Panel Members in other subject matter conflict areas, expansion
to include financing or purchasing post-judgment quasi-liquidated rights,
financing cases for clients of non-Panel Members and financing or purchasing
non-litigious Rights, whether tangible or intangible, liquidated or
unliquidated.


Subsidiary 4-The E-commerce Escrow Company


In the first phase, which may change depending on profitable business
opportunities, this subsidiary will function as a trusted third-party escrow
agent for Rights Financing and insurance by escrowing those Rights in trust as
security for loan and cost reimbursement advances and insurance product lines to
be provided by the legal insurance company. This 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.


Additional escrow services in future phases set forth not by way of limitation
will be made available to disburse and close additional types of Rights
Financing loans, securing subrogation Rights such as, but not limited to,
Medicare reimbursements, electronic litigation depositaries and Internet sales
tax collections.


Subsidiary 5-Legal Insurance Company with a dispute-engineering subsidiary


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 2% 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.


This fifth subsidiary to be formed is a legal insurance company with its own
dispute engineering/partnering subsidiary offering three core products, which
may be expanded or contracted depending on market conditions and profitability.
The first legal insurance product will be to provide 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, insured's will have access to dispute engineers offering practical,
non-legal advice to prevent conflict from occurring or offering practical
non-legal advice to resolve conflict after it has occurred but before it
elevates to the point of requiring legal assistance. If legal assistance is
needed, the insurance company, through its Legal Service Organization ("LSOsm")
subsidiary, will provide attorneys for insured clients within a close-end system
of Approved Attorney Service Providers ("AASPsm") for legal advice and
litigation support.


All insured's will be part of an information network permitting each to
interactively communicate with dispute engineers and AASP's and to permit AASP's
to interact with insured's and to conduct research, communicate and interact
with fellow AASP's throughout the United States with all supporting technology
described for ADSsm panel members above.


The legal insurance company will also offer six financial insurance product
lines expanded or contracted as market conditions dictate:


                                       7
<PAGE>

The first three specific insurance lines, which may or may not be outsourced,
are limited to plaintiff clients of Attorney Dispute Support ("ADSsm") Panel
Members when the financial products of the Rights Financing Subsidiary are
provided.

The fourth insurance line is available to the e-escrow subsidiary of GamePlan
Inc.

The fifth insurance line is available to clients of both ADSsm and AASPsm Panel
Members, which may be expanded to non-members subject to quality review.

     1.   Life insurance for plaintiffs in personal injury financed cases at the
          option of the Rights finance company.

     2.   Insurance to  reimburse  the finance  company for financed  cases that
          have been lost at the option of the Rights finance company.

     3.   Insurance to pay income tax  liabilities  for financed cases that have
          been lost at the option of clients.

     4.   Insurance to pay for un-recovered medical expense liens, which will be
          expanded to other professional liens in future phases.

     5.   "Loser Pay"  insurance  provided on a  self-perpetuating  basis at the
          option of clients.

              The sixth is to offer 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, their
associates and all employees.

Subsidiary 6-Property/Casualty/Worker's Compensation Insurance Subsidiary


Following the business philosophy of "integrated law/integrated dispute
resolutions" and with a fixed obsession on client satisfaction, this
subsidiary's core business is selling property/casualty/worker's compensation
insurance through a unique business model having five parts:

     1.   Property/casualty/worker's  compensation  insurance  company  offering
          individuals and businesses  insurance  products and services presently
          not offered by any other  property/casualty  insurance  company in the
          U.S.

     2.   Staff  the  company  with  professional,   skilled  claims  management
          conflict  negotiators focusing on value added negotiated solutions and
          who have full authority to settle legitimate claims.


     3.   Provide  creative   financial  products  adding  value  to  legitimate
          conflict resolution and early appropriate dispute mechanisms.

     4.   To  secure  subordination  liens and then  collect  those  liens  when
          reparations have been paid to their first party insured clients.  This
          insurance  company will insure that all liens are properly secured and
          collected.  If legal action is required,  Legal Services  Organization
          ("LSOsm") members will process the matter.

     5.   Refer all  claims in which a lawsuit  has been filed to the 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


This subsidiary to be formed is a legal service organization company ("LSOsm")
with an approved closed-end system of Approved Attorney Service Providers. It
will have multiple specific responsibilities for the LSO's
property/casualty/workman's client. For its legal insurance subsidiary client,
it will provide legal advice and litigation support.


Following the Company's business philosophy of integrative law/integrated
dispute value added negotiation and with a focus on client satisfaction, this
subsidiary's core business is to provide active case management in the defense
of personal injury litigation through an LSOsm. Future phases will include all
other areas of conflict whether covered by insurance or not and may be expanded
in future phases to include fixed fee plaintiff attorneys. Only law firms will
be eligible for enrollment as Approved Attorney Service Providers.


                                       8
<PAGE>

Controlling fees and costs is of great importance in insurance defense work.
Some insurance companies have overreacted by imposing unreasonable fee
capitation agreements. The function of this company will be to provide a balance
between the two extremes.


Its initial two clients, each called "The Signatory Company," are the Legal
Insurance and Property/Casualty/Worker's Compensation Insurance subsidiaries of
the Company 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/Worker's Compensation Signatory Company, which may be expanded
or contracted as market conditions dictate, will initially include:

         The first responsibility is to hire a nationwide panel of Approved
Attorney Service Providers and insure that they follow the terms and conditions
of their panel member agreements.

         The second responsibility is to assign lawsuits from the Signatory
Company to selected Approved Attorney Service Providers "AASPsm."

         The third responsibility is to insure that approved service attorney
providers have compatible computer programs with opposing counsel and the
courts.

           The fourth responsibility is to co-ordinate Cumis Counsel.

           The fifth responsibility is to verify medical specials.

             The sixth responsibility is to facilitate communication and
research between clients and AASPsm panel members.

             The seventh responsibility is to monitor work in progress.

             The eighth responsibility is to co-ordinate settlement discussions
with skilled AASPsm members.

             The ninth responsibility is to present financial value added
products during settlement negotiations.

             The tenth responsibility is to co-ordinate settlement discussions.

         The eleventh responsibility is to co-ordinate negotiation or ADR of
procedural and substantive matters if negotiation does not lead to resolution.

         The twelfth responsibility is to aggressively pursue subrogation lien
collections as well as seeking and collecting cost and attorney fee awards.

         The thirteenth responsibility is to co-ordinate all evaluations

This subsidiary will be supported by an information network similar to ADSsm
panel members previously described 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.

Subsidiary 8-Banks of Value-Added Solutions and Legal Briefs


The service products of this subsidiary will be a bank of value-added solutions
and a bank of unpublished and published briefs in phases.


The first subsidiary, counselorsweb.com, is an Internet company. With the
business philosophy of integrative law/integrative dispute value added
resolution techniques and with a focus on client satisfaction, the core business
of this Internet company subsidiary has two purposes in the first phase:

     o    The   professional   and  public  retrieval  of  value  added  dispute
          resolution solutions.

                                       9
<PAGE>

     o    The professional and public retrieval of unpublished  legal briefs and
          court decisions.


This subsidiary will have two banks, one for value-added solution retrieval and
the other for brief retrievals. The first will consist of a bank of value-added
solutions reported by Panel Members, claims personnel and dispute engineers
throughout the United States, which will be available to anyone, anywhere in the
world for a fee. The second will be a brief bank of unpublished briefs and
supporting data used by Panel Members and shared with other Panel Members
through a secure Extranet.


Patents, Service Marks, Domain Names and Licenses


Service Marks


The Company has applied for the following service marks. The notation "sm" means
a U.S. Patent and service mark that has been applied for and approval is
pending.

o        AASPsm means panel members "Approved Attorney Service Providers"
         selected in a close-ended system and paid by the Legal Service
         Organization "LSOsm" consisting initially of fixed fee defense counsel
         but to be expanded to fixed fee plaintiff counsel in future phases.


o        ADSsm means panel member "Attorney Dispute Support" for plaintiff
         attorneys, limited in Phase I to contingent fee plaintiff personal
         injury attorneys and expanded thereafter to plaintiff attorneys in
         other specialized areas of the law in which their compensation is
         lawfully and ethically contingent on the outcome of the dispute.


o        AISsm means "The Program of Anticipation Integration and Solutions,"
         which anticipates disputes and assists in value added conflict
         prevention. If conflict arises, either pre-negotiated solutions are in
         place or value added concepts are integrated to assist in conflict
         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" an Internal Revenue Service
         approved ss.501 (c) (3) public charitable foundation established for
         the study and practice of integrative law, integrative negotiation and
         legislative and judicial awareness forums funded by public and private
         donations, referral fees from ADSsm panel members and 5% of the pre-tax
         profit of the LSOsm.


o        LSOsm means the "Legal Services Organization" that, among several other
         functions, selects Panel Member Approved Attorney Service Providers. In
         the first phase, it processes and pays capitated defense attorney's
         fees and costs for the property/causality company. The LSOsm also
         processes claims and selects and pays attorneys who advise and
         represent insured's in the legal insurance subsidiary. Future phases
         will include offering services to other insurance companies, Corporate
         America and capitated plaintiff attorney's fees.


o        Netocracysm means a government of informed, responsible people by
         fulfilled people for people in a wired world.




o        PLAsm means "The Program for Legal Assistance" an Internal Revenue
         Service approved ss.501 (c) (3) public charitable foundation dedicated
         to providing pro-bono legal services and the enforcement of public
         sector laws funded by public and private donations and 5% of the
         pre-tax profits of both the Rights financing bank and the
         property/casualty/workman/s compensation insurance company.


Domain Names


The Company has obtained the following domain names:



                                       10
<PAGE>

     o    1stbanknetusa.com-The finance company subsidiary.


     o    1stinsurancenet.com-The   property/causality/workman's  compensation
          subsidiary.


     o    1stnetbankusa.com-To  protect the finance company  subsidiary domain
          name.


     o    1stnetinsurance.com-     To    protect     property/casualty/workman's
          compensation domain name


     o    1stnetlegalinsurance.com-The legal insurance subsidiary.


     o    1stnetocracy.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.




                                       11
<PAGE>

     o    gameplan-usa.com-To protect the name of the parent company.


     o    ilf-usa.org-     "Integrative    Law    Forum"    "ILFsm",    is    an
          approvedss.501(c)(3) public charitable foundation.


     o    integrativelaw.com-Its  essence  is a new  way  to  resolve  conflict.
          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 unpublished briefs.


     o    pla-usa.org-  "The  Program  of  Legal  Assistance"  "PLAsm  ,"  is an
          approvedss.501(c)(3) public charitable 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 conflict
          and  integrating  value added dispute  resolution  techniques to reach
          acceptable value added solutions.


     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") is a Nevada Limited Liability Corporation
owned by The Robert G. Berry Trust, the Company's principal shareholder.


Berry LLC has filed four provisional and one complete patent application. There
is no assurance that the filed patent will result in granted claims. There can
be no assurance that the provisional patents will ripen to completed patents
within one year of filing and there can be no assurance that, if filed, claims
will be granted.


Berry LLC may or may not remain as a separate entity. If it remains separate, a
license agreement between the Company and Berry LLC will be required. No license
agreements have been negotiated.


Charitable Affiliates


The "Integrative Law Forum" is a 501(c)(3) public charity dedicated to the
teaching, practice and public awareness of integrative law funded by the
author's proceeds of "Jurisdocracy to Netocracysm", public and private
donations, referral fees from ADSsm panel members and 5% of the pre-tax profit
of the LSOsm. Robert G. Berry is the sole officer and director of the
foundation.




                                       12
<PAGE>

The "Program of Legal Assistance" is a 501(c)(3) public charity dedicated to
providing pro-bono legal services and the enforcement of public sector laws
funded by public and private donations and 5% of the pre-tax profits of both the
Rights financing bank and the property/casualty/workman/s compensation insurance
company. Robert G. Berry is the sole officer and director of the foundation.


ITEM 2.  DESCRIPTION OF PROPERTY

The Company owns office furniture and equipment valued at $909. 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 threatened or 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 fiscal year
2001.

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 28, 2002, there were approximately 94 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 exercise price of $1.00 per share. The
options expire four years from the date of issuance.



                                       13
<PAGE>

In February 1999, the Company granted an option 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 option 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 Securities 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 Securities Act. The offer and sale of the securities
in each instance was not made by any means of general solicitation; the
investors acquired the securities 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 Securities 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 Securities 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 in several phases and parts of phases, which may be expanded or
contracted depending of market conditions, 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 an Internet
legal information site and portal access to several subsidiaries to be formed
including finance and lending services, insurance products, escrow services,
member legal service organizations to be comprised of licensed attorneys and
professional and public digital retrieval of value added solutions and brief
banks.

The Company anticipates that these proposed services will be developed and
provided to professionals and consumers consumer based upon strict adherence to
the business and professional model developed by Mr. Berry. This model, known as
"integrative law/integrative dispute resolution techniques," is the subject of a
book authored by Mr. Berry. The Company anticipates that the new book,
tentatively titled "Jurisdocracy to Netocracysm" will be published and available
for sale to the public within the foreseeable future. Jurisdocracy focuses on
the present methodology for conflict resolution with particular emphasis on
clients, lawyers and insurance companies and offers three solutions. Netocracysm
broadens the scope considerably and offers many educational and special interest
reforms, twenty-three legislative and thirteen practice reforms, all calculated
to bring conflict resolution to early, cost efficient, interested based
"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."

Since announcement, there have been no material developments. 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 entering into
agreements and alliances with attorneys, lending and financial service
providers, insurance providers, and other appropriate companies with or without
existing infrastructure. Significant aspects of the Company's New Plan are new
and unproven in the marketplace. To date, 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 the heading "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, expand or


                                       14
<PAGE>

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 like businesses with existing
infrastructure or successful businesses in unrelated areas seeking new and
profitable business opportunities 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"), other regulatory agencies and investigating potential
business ventures. The Company believes that the principal stockholder will
advance all expenses as loans to the Company or by raising small amounts of
third party debt and/or equity.

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 but are not limited
to:

     o    Anticipated  trends  in  our  business,   including  professional  and
          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  mergers   and/or
          acquisitions   and  their  complex   electronic   support  and  access
          structures; and

     o    Ability of the Company to comply with  professional  ethical standards
          and 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 but could be material 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.



                                       15
<PAGE>

We have no operating history upon which to evaluate our likelihood of success.

We have an unproven and untested business plan only. 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
but not limited to:


     o    Significant  funding  will be required to start this  company  when it
          does not have existing cash flow, and the worth of the ideas cannot be
          proven without funding.

     o    The 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    The  inability  to  achieve  market  acceptance  of our  products  and
          services;

     o    The  need to enter  into  contracts  with  and to rely on  third-party
          providers for certain components of our services;

     o    The need to assemble a management  team and support  personnel for the
          Company and its subsidiaries;

     o    The inability to respond effectively to competitive pressures;

     o    The loss of key personnel;

     o    The failure to comply with governmental regulations.

     o    The plan in its entirety is very difficult to understand. Considerable
          effort will be required to acquaint  financial and  securities  people
          with its details.  Many will resist the difficult task of spending the
          time necessary to fully understand every aspect.

     o    Components  and talent are in short  supply.  The proper  execution of
          this plan will require thousands of highly qualified,  trained people.
          To recruit and keep the talent necessary may be extremely difficult.

     o    Departing  employees  will have the knowledge of selected  portions of
          important  confidential  business  plans.  Even  with the most  strict
          confidentiality  agreements,  which are  unenforceable in many states,
          the  business  plans  will  be  shopped  to  competitors  compromising
          corporate strategy.

     o    Since our clients,  Panel Members and actual or potential  adversaries
          likely will be among the most litigious people in society, the Company
          may need to devote significant  resources to respond to claims brought
          against the Company.

     o    The company will be subject to the highest public  profile  leading to
          constant legislative and regulatory scrutiny.

     o    New legislation and regulations may be required to fully implement The
          Company's plan.


Additional challenges may arise from:

     o    Tort reform advocates, organizations and lobbies.

     o    Attorneys resisting career changes.

     o    Existing property and casualty insurers with vested interests and huge
          financial resources.

     o    Redundant insurance adjusters and claims support personnel.

     o    Court reporters.

     o    Bail bondsman.

     o    Existing companies purchasing viatical and quasi-viatical settlements.

     o    Existing companies purchasing structured settlements.

     o    Existing  companies offering value added products that are not part of
          this proposal.

     o    Existing companies specializing in insurance for attorneys.



                                       16
<PAGE>

     o    Existing  companies  specializing in managing attorney  investment and
          pension funds.

     o    Existing companies financing loans to clients.

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, 2001 we had a net loss of $49,232, and an
accumulated deficit of $1,149,796. 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.

Our business will depend 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
the legal profession, consumers, prospective clients and private and public
agencies to switch from traditional methods of processing conflict with lawyers,
insurance, financial and other support services to our proposed new methods. If
our methods are not accepted in the market, our business may be materially
adversely affected.

Changes in technology could negatively impact our financial performance.

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
professional ethical requirements and 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 mergers and/or acquisitions and/or 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 dilution to current stockholders may result.

We are subject to competition.

The market for legal, financial, and insurance products and services 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 technology, products and services. Competitive pressures may
also force prices for our services down and such price reductions may affect our
potential future revenue.




                                       17
<PAGE>


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.

If mergers and/or acquisitions do not occur, 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, expand, contract 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:


                                       18
<PAGE>



NAME                       AGE     CURRENT POSITION(S)

Robert G. Berry            66      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, 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 retirement, Mr. Berry attended Harvard Law School's Program on
Negotiation and Mediation in 1996. 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, a
private mediator, a special master and lectures on negotiation and mediation
advocacy skills.

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 62% 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, 2001.

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, 2001. During the
current fiscal year, the Company did not have any other officers.

                           Summary Compensation Table
<TABLE>
<CAPTION>
                                                                                   Long Term Compensation
                                                                    -----------------------------------------------------
                                         Annual Compensation
                                                                             Awards                    Payouts
                                   -------------------------------  ------------------------  ---------------------------
                                                                    Restricted    Securities                 All Other
                                                      Other Annual     Stock      Underlying  LTIP Payouts  Compensation
                         Fiscal  Salary    Bonus     Compensation    Award(s)      Options/       ($)          ($)
Name and                  Year     ($)      ($)          ($)            ($)          SARs (#)
Principal Position
                        -------------------------------------------------------------------------------------------------

<S>                       <C>       <C>       <C>         <C>           <C>          <C>          <C>     <C>
Robert G. Berry           2001      -0-       -0-         -0-           -0-          -0-          -0-          -0-
    President, CEO and    2000      -0-       -0-         -0-           -0-          -0-          -0-          -0-
  Secretary               1999      -0-       -0-         -0-           -0-          -0-          -0-          -0-

                          1998      -0-       -0-         -0-           -0-          -0-          -0-     3,000,000 (1)

-----------------
</TABLE>

                                       19
<PAGE>

     1        In 1998, the Company issued 3,000,000 shares of Common Stock to
              the Robert G. Berry Trust, in exchange for Mr. Berry's assistance
              in the preparation of the Company's business plan. Given the fact
              there is no public market for the Company's Common Stock, the
              value of the transaction cannot be easily ascertained.

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


<TABLE>
<CAPTION>
                                                     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
             ------------------------------------ ----------------- ----------------- ------------- ---------------
<S>                                                      <C>               <C>            <C>            <C>
             Robert G. Berry                             0                 0%             N/A            N/A
</TABLE>


                 AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2001
                       AND DECEMBER 31, 2001 OPTION VALUES



<TABLE>
<CAPTION>
                                                              Number of Securities
                                 Shares                      Underlying Unexercised          Value of Unexercised
                               Acquired on      Value              Options at               In-the-Money Options at
                              Exercise (#)    Realized          December 31, 2001              December 31, 2001
             Name                                ($)        Exercisable/Unexercisable      Exercisable/Unexercisable
   -------------------------- -------------- ------------ ------------------------------ ------------------------------
<S>                                 <C>           <C>                  <C>                            <C>
   Robert G. Berry                  0             0                    N/A                            N/A
</TABLE>

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, 2001 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.



                                       20
<PAGE>


<TABLE>
<CAPTION>
Name and Address                                           Number of Shares      Percent of Outstanding
                                                          Beneficially Owned            Shares(1)


<S>                                                             <C>       <C>         <C>
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

All Officers and Directors as a Group (1 person)                9,522,000             62.5%
-----------------
</TABLE>


     (1)  All  percentages  are  calculated  based upon a total number of shares
          issued and outstanding as of March 15, 2002, which number of shares is
          15,225,000.

     (2)  The Robert G. Berry  Trust  holds the  shares.  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 in the  April  Jenkins  Trust,  150,000  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

Robert G. Berry Promissory Note

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 replaced and
superceded all previous notes of the Company payable to Mr. Berry. The new note
was issued in the principal amount of $290,192.44, bore 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 was due at
maturity. Additionally, the Company executed a further amended and restated note
with Mr. Berry on January 1, 2002, 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 $327,407.84, bears interest at the rate of prime plus
2%, and maintained the maturity of the Company's obligations to Mr. Berry at
February 1, 2003. The entire unpaid principal and interest is due at maturity.


                                       21
<PAGE>


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 the 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.


(b)  Reports on Form 8-K

The Company did not file any Current Reports on Form 8-K during the last quarter
of the period covered by this report.


                                       22
<PAGE>


                                   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:
                                           -------------------------------------
                                           Robert G. Berry
                                           Chief Executive Officer
                                           Dated   March 29, 2002

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

                          President, Chief Executive Officer,
----------------------    Secretary and Director                 March 2, 2002
Robert G. Berry


                                       23
<PAGE>


                                 GAMEPLAN, INC.
              Including the accounts of its wholly-owned subsidiary
                                 Gameplaninc.com
                          [A Development Stage Company]

                        CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000

                       [WITH INDEPENDENT AUDITORS' REPORT]






<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]


                                TABLE OF CONTENTS
                                                                           Page

Independent Auditors' Report                                               F-1

Consolidated Balance Sheets -- December 31, 2001 and 2000                  F-2

Consolidated Statements of Operations for the Years Ended December 31,
2001 and 2000,  and for the Period  from  Inception  [April 27,  1984]
through December 31, 2001                                                  F-3

Consolidated  Statements  of  Stockholders'  Equity/(Deficit)  for the
Years  Ended  December  31,  2001 and 2000,  and for the  Period  from
Inception [April 27, 1984] through December 31, 2001                   F-4 - F-5

Consolidated Statements of Cash Flows for the Years Ended December 31,
2001 and 2000,  and for the Period  from  Inception  [April 27,  1984]
through December 31, 2001                                                 F-6


Notes to Financial Statements                                         F-7 - F-13




<PAGE>







                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
GamePlan, Inc.

We have audited the consolidated balance sheets of GamePlan, Inc. [a development
stage company] and its wholly owned subsidiary, Gameplaninc.com, as of December
31, 2001 and 2000, 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 auditing standards generally accepted
in the United States of America. 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, 2001 and 2000, 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, 2001, in conformity with accounting
principles generally accepted in the United States of America.

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.

                                                       /s/Mantyla McReynolds

                                                          Mantyla McReynolds

Salt Lake City, Utah
March 1, 2002


                                      F-1
<PAGE>






                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                           Consolidated Balance Sheets
                           December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                     ASSETS
Current Assets                                                                     2001                  2000
                                                                             -----------------     -----------------
<S>                                                                          <C>                   <C>
  Cash  - Note 1                                                             $          2,386      $            215
                                                                             -----------------     -----------------
                          Total Current Assets                                          2,386                   215

Property and Equipment - Note 2
  Property and equipment                                                               59,164                59,164
  Less: Accumulated depreciation                                                      (58,255)              (55,130)
                                                                             -----------------     -----------------
                       Net Property and Equipment                                         909                 4,034
                                                                             -----------------     -----------------

                              TOTAL ASSETS                                   $          3,295      $          4,249
                                                                             =================     =================

                       LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
 Current liabilities                                                         $              0      $              0
                                                                             -----------------     -----------------
                       Total Current Liabilities                                            0                     0

Long-Term Liabilities
  Payable to shareholders - Note 3                                                    410,300               362,022
                                                                             -----------------     -----------------
                      Total Long-Term Liabilities                                     410,300               362,022
                                                                             -----------------     -----------------

                           Total Liabilities                                          410,300               362,022

Stockholders' Deficit
  Common stock -- $.001 par value; 40,000,000 shares authorized; 15,225,000
     issued and outstanding at December
     31, 2001 and 2000                                                                 15,225                15,225
  Additional paid-in capital                                                          727,566               727,566
  Accumulated deficit during the development stage                                 (1,149,796)           (1,100,564)
                                                                             -----------------     -----------------
                      Total Stockholders' Deficit                                    (407,005)             (357,773)
                                                                             -----------------     -----------------
               TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                     $          3,295      $          4,249
                                                                             =================     =================
</TABLE>


                       See accompanying notes to financial
                                  statements.

                                      F-2

<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                      Consolidated Statements of Operations
                 For the Years Ended December 31, 2001 and 2000
           and for the Period from Inception [April 27, 1984] through
                                December 31, 2001

<TABLE>
<CAPTION>
                                                                                                     Inception to
                                                               2001                 2000               12/31/01
                                                          ----------------    -----------------    -----------------
Revenue
<S>                                                       <C>                 <C>                  <C>
  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                                14,954               44,403            2,001,812
                                                          ----------------    -----------------    -----------------
                   Operating Loss                                (14,954)             (44,403)          (1,069,568)
Other Income/(Expense)
  Interest income                                                       0                    0               16,064
  Interest expense                                               (34,278)             (32,917)            (465,650)
  Gain/(loss) on sale of assets - Note 6                                0                    0             (29,477)
                                                          ----------------    -----------------    -----------------
            Total Other Income/(Expense)                         (34,278)             (32,917)            (479,063)
                                                          ----------------    -----------------    -----------------
               Net Loss Before Taxes                             (49,232)             (77,320)          (1,548,631)
Income taxes                                                            0                    0                1,164
                                                          ----------------    -----------------    -----------------
        Net Loss Before Extraordinary Items                      (49,232)             (77,320)          (1,549,795)
Extraordinary items
  "Lost Opportunity" settlement - Note 10                               0                    0              400,000
                                                          ----------------    -----------------    -----------------
        Net Income from Extraordinary Items                             0                    0              400,000
                                                          ----------------    -----------------    -----------------
                 Net Income/(Loss)                        $      (49,232)     $       (77,320)     $    (1,149,795)
                                                          ================    =================    =================
Income/(Loss) per share
  Before extraordinary items                              $         (.01)     $          (.01)     $         (0.24)
  Extraordinary items                                                                                          0.06
                                                          ----------------    -----------------    -----------------
              Income/(Loss) per share                     $         (.01)     $          (.01)     $         (0.18)
                                                          ================    =================    =================
Weighted average shares outstanding                            15,225,000           15,225,000            6,511,854
                                                          ----------------    -----------------    -----------------
</TABLE>

                       See accompanying notes to financial
                                  statements.

                                      F-3

<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
            Consolidated Statements of Stockholders' Equity/(Deficit)
                 For the Years Ended December 31, 2001 and 2000
           and for the Period from Inception [April 27, 1984] through
                                December 31, 2001


<TABLE>
<CAPTION>
                                                                                   Accumulated
                                                                 Additional      Deficit During            Net
                                    Common          Common         Paid-in             the            Stockholders'
                                    Shares           Stock         Capital         Development        Equity/(Deficit)
                                                                                      Stage
                                 --------------    ----------    ------------    ----------------     ---------------
<S>                              <C>               <C>           <C>             <C>                  <C>
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
2/30/93
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 of debt,               4,500,000         4,500         445,500                                 450,000
10/07/96

Net income, 1996                                                                       277,209              277,209
                                 -------------    ----------     -----------     ----------------     ---------------
Balance, 12/31/96                  12,200,000        12,200         725,091           (882,863)            (145,572)




Net loss, 1997                                                                        (46,264)              (46,264)
                                 -------------    ----------     -----------     ----------------     ---------------
Balance, 12/31/97                  12,200,000        12,200         725,091           (929,127)            (191,836)
Issued 3,000,000 shares of
common stock for R&D                3,000,000         3,000                                                   3,000
Net loss, 1998                                                                         (47,807)             (47,807)
                                 -------------    ----------     -----------     ----------------     ---------------
Balance, 12/31/98                  15,200,000        15,200         725,091           (976,934)            (236,643)
Issued 25,000 shares of
common stock for cash                  25,000            25           2,475                                   2,500
Net loss, 1999                                                                         (46,310)             (46,310)
                                 -------------    ----------     -----------     ----------------     ---------------
Balance, 12/31/99                  15,225,000        15,225         727,566         (1,023,244)            (280,453)
Net loss, 2000                                                                         (77,320)             (77,320)
                                 -------------    ----------     -----------     ----------------     ---------------
Balance, 12/31/00                  15,225,000        15,225         727,566         (1,100,564)            (357,773)
Net loss, 2001                                                                         (49,232)             (49,232)
                                 -------------    ----------     -----------     ----------------     ---------------
Balance, 12/31/01                  15,225,000     $  15,225      $  727,566      $  (1,149,796)       $    (407,005)
                                 =============    ==========     ===========     ================     ===============
</TABLE>

                       See accompanying notes to financial
                                  statements.


                                      F-5

<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 2001 and 2000
           and for the Period from Inception [April 27, 1984] through
                                December 31, 2001




<TABLE>
<CAPTION>
                                                                                                     Inception to
                                                                2001                2000               12/31/01
                                                            --------------    -----------------    -----------------
Cash Flows Provided by/(Used for) Operating Activities
<S>                                                         <C>               <C>                  <C>
Net Income/(loss)                                           $    (49,232)     $       (77,320)     $    (1,149,795)
Adjustments to reconcile net income to net cash
provided by Operating activities:
   Depreciation                                                     3,125                4,018              173,736
   Notes issued in exchange for interest expense                        0                    0               59,588
   Notes issued in exchange for accrued interest                        0                    0               49,589
   Issued common stock for development cost - Note 13                   0                    0                3,000
   Loss/(gain) on disposal of property & equipment                      0                    0               29,477
   Increase/(decrease) in accounts payable                              0                    0                    0
   Increase/(decrease) in accrued expenses                         34,278               32,917              115,560
                                                            --------------    -----------------    -----------------
 Net Cash Provided by/(Used for) Operating Activities            (11,829)             (40,385)            (718,845)
Cash Flows Provided by/(Used for) Investing Activities
  Investment sales/(purchases)                                          0                    0                    0
  Capital expenditures                                                  0                    0            (520,761)
  Proceeds from disposal of property and equipment                      0                    0              316,641
                                                            --------------    -----------------    -----------------
 Net Cash Provided by/(Used for) Investing Activities                   0                    0            (204,120)
Cash Flows Provided by/(Used for) Financing Activities
  Proceeds from loans                                              14,000               37,200            1,415,667
  Loan principal reductions                                             0                    0            (530,107)
  Proceeds from issuance of common stock                                0                    0               39,791
                                                            --------------    -----------------    -----------------
 Net Cash Provided by/(Used for) Financing Activities              14,000               37,200              925,351
                                                            --------------    -----------------    -----------------
           Net Increase/(Decrease) in Cash                          2,171              (3,185)                2,386
Beginning Cash Balance                                                215                3,400                    0
                                                            --------------    -----------------    -----------------
Ending Cash Balance                                         $       2,386     $            215     $          2,386
                                                            ==============    =================    =================
Supplemental disclosures
  Cash paid for interest                                    $           0     $              0     $        216,129
                                                            ==============    =================    =================
Non-cash financing activities
  Issued shares of common stock in satisfaction of debt     $           0     $              0     $        700,000
                                                            ==============    =================    =================
</TABLE>

                       See accompanying notes to financial
                                  statements.

                                      F-6


<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                           December 31, 2001 and 2000


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 U. S. 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.

                                      F-7


<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                           December 31, 2001 and 2000




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 U. S.
          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:
<TABLE>
<CAPTION>
                                                                                    2001                2000
                                                                              ----------------    ---------------
<S>                                                                           <C>                 <C>
                          Office Furniture & Equipment                        $        59,164     $       59,164
                          Less: Accumulated Depreciation                              (58,255)           (55,130)
                                                                              ----------------    ---------------
                          Net Property and Equipment                          $           909     $        4,034
                                                                              ================    ===============
</TABLE>

          Depreciation expense was $3,125 and $4,018 for 2001 and 2000,
respectively.


NOTE 3   RELATED-PARTY TRANSACTIONS

          (A)     Contracts

          In 1993, the Company entered into a series of transactions with the
          Nation of the Menominee Tribe of Wisconsin, the "Menominee Tribe."

                    (i) Effective  July,  1993, the Company entered into a 50/50
                    joint venture  agreement  with the  Menominee  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 Menominee Tribe a security  interest
                    in all of its assets. As


                                      F-8

<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                           December 31, 2001 and 2000



 NOTE 3  RELATED-PARTY TRANSACTIONS [CONTINUED]

                   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 Menominee Tribe. This agreement
                   was terminated by the Company effective March 5, 1996.

                   Also, as a part of the agreement mentioned above, the
                   Menominee Tribe loaned the Company $250,000 at an interest
                   rate of prime plus 2% and the Menominee 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 Menominee Tribe
                   exercised its option to purchase the stock. In consideration
                   for the stock, the Menominee Tribe canceled its loan to the
                   Company. The Company further represented to the Menominee
                   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 Menominee 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
                   Menominee 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 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's having force. The
                   initial term of the agreement was one year, commencing August
                   18, 1993. The term of the agreement 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 Menominee 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 Robert G.
          Berry, who is 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, Mr. Berry advanced an additional

                                      F-9

<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 3   RELATED-PARTY TRANSACTIONS [CONTINUED]

           $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 extended
          the maturity to February 1, 2003. The entire unpaid principal and
          interest balance is due at maturity. Interest has been accrued through
          12/31/01 at the variable rate of Prime plus 2%.

          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 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, 2001.

<TABLE>
<CAPTION>
                                                                                  2001                  2000
                                                                            -----------------     -----------------
<S>                                          <C>                            <C>                   <C>
              Unsecured loans maturing 2/01/03 from shareholders
              bearing interest at prime plus 2%                             $        401,462      $        327,407
              Accrued interest payable                                                 8,838                40,879
                                                                            -----------------     -----------------
              Payable to directors, officers & shareholders                 $        410,300      $        362,022
                                                                            =================     =================
</TABLE>

                                      F-10



<PAGE>


NOTE 4   COMMISSIONS

          In 1992, the Company entered into a three-year distributorship
          contract with a manufacturer of gaming equipment, to broker the
          equipment on Indian reservations in the United States. The Company
          received commissions from the manufacturer on sales of the equipment
          during the contract period.


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
          $1,149,796, has a net working capital deficit, and has a total capital
          deficit at December 31, 2001. 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 plans
          include developing the business purpose, as discussed in Note 12, and
          keeping 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.

                                      F-11


<PAGE>

NOTE 9   CHANGE IN ACCOUNTING PRINCIPLE - ACCOUNTING FOR TAXES

          The Company applies Statement of Financial Accounting Standards No.
          109, Accounting for Income Taxes. 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. 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 2021.

<TABLE>
<CAPTION>
                          Deferred tax assets                                 Balance           Tax        Rate
                          ------------------------------------------------ --------------- --------------- ----------------
<S>                                                                        <C>             <C>                   <C>
                             Loss carryforward                             $    1,149,795  $      402,428        35%
                             Valuation allowance                                                ($402,428)
                                                                                           ---------------
                                  Deferred tax asset                                       $           $0
                                                                                           ===============
</TABLE>

          This valuation allowance has increased $17,231 over the prior year
amount of $385,197.


NOTE 10  "LOST OPPORTUNITY" SETTLEMENT

          On March 18, 1996, the Nation of the Menominee Tribe of Wisconsin,
          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.

                                      F-12

<PAGE>


NOTE 12  BUSINESS PURPOSE

          The Company, concluding that its prior business purpose was not viable
          in the 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 set 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, 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.

          Based on management's new business plans, 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.


                                      F-13