UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
                        COMMISSION FILE NUMBER 000-27305


                                 GAMEPLAN, INC.
               --------------------------------------------------
               (Exact name of registrant as specified in charter)


                        NEVADA                       87-0493596
            -------------------------------      -------------------
            (State or other jurisdiction of       (I.R.S. Employer
             incorporation or organization)      Identification No.)


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


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

           Securities registered pursuant to section 12(b) of the Act:

          Title of Class     Name of each exchange on which registered
          --------------     -----------------------------------------
               NONE                          OTCBB

           Securities registered pursuant to section 12(g) of the Act:

                          Common Stock, par value $.001
                          -----------------------------
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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  registrant's  knowledge,  in  definitive  proxy  of
information statements incorporated by reference in Part 10-KSB or any amendment
to this Form 10-KSB.   [X]

     State issuer's revenues for its most recent fiscal year: $ 0.

     The  aggregate  market  value  of the  registrant's  common  stock  held by
non-affiliates  as of December 31, 2003 was approximately  $4,000.  Because less
than 10,000 shares of the Company's common stock has been sold within 60 days of
December 31, 2003, 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.

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of the latest  practicable  date: As of March 19, 2004,  the
Company had  outstanding  was 15,225,000  shares of its common stock,  par value
$0.001.



<PAGE>



                                TABLE OF CONTENTS

 ITEM NUMBER AND CAPTION                                                PAGE
 -----------------------                                                ----

 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 REGISTRANTS COMMON EQUITY AND
                RELATED STOCKHOLDER MATTERS                              13
   ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION OR PLAN OF OPERATION                 15
   ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                20
   ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                ON ACCOUNTING AND FINANCIAL DISCLOSURE                   34
   ITEM 8A.   CONTROLS AND PROCEDURES                                    34

 PART III

   ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS: COMPLIANCE WITH SECTION 16(a)
                OF THE EXCHANGE ACT                                      34
   ITEM 10.   EXECUTIVE COMPENSATION                                     35
   ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                OWNERS AND MANAGEMENT                                    36
   ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS             36
   ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K                           37
   ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES                     37



                                       2
<PAGE>

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

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 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.  However,  the New Plan envisions
the creation of multiple new  subsidiaries  and/or  divisions of the Company for
the  purpose of  providing a variety of new  integrated  products  and  services
including  financial  services,  insurance  products,  digital escrow  services,
advanced digital  research,  two member legal service  organizations of licensed
attorneys using Internet-based tools for locating and engaging legal counsel and
an  Internet  "clicks to bricks"  site  through  which all  subsidiaries  can be
accessed.

         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  and  support  services  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  Conflict  Resolution  Techniques,"  is  the  subject  of a book
authored  by Mr.  Berry.  The new book has two parts and is titled:  Beneath The
Gavel,  and has  beenpublished as an E-bookThe first part of the book focuses on
the sick system of resolving  conflict  with  attorneys.  The second part of the
book  focuses  on -- how to heal the sick  system  of  resolving  conflict  with
attorneys through education,  licensing, special interest, court and legislative
reforms together with win-win action plan 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.

Summary of the New Plan

         Under the New Plan,  the  Company  will seek either  debt,  equity or a
combination of debt/equity  financing to launch the new plan in very defined and
specific steps all with  appropriate  benchmarks and monuments  and/or 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 the certain  business and
professional   model  of   Integrative   Law/Integrative   Conflict   Resolution
Techniques,  which has been expounded in the recently published book authored by
Robert G. Berry the Company's President and sole director.


                                       3
<PAGE>

         The  Company's   "Integrative   Law/Integrative   Conflict   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 and informational 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
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.  Subject
              to appropriate financing, this yet to be formed subsidiary will be
              the first subsidiary to commence business  operations if strategic
              alliances  have not been  formed  in the  near  future.  Strategic
              alliances  will still be pursued but  alternative  plans to launch
              the new plan must be implemented because of the lack of any viable
              strategic  alliance  partners at this time. Upon launch,  products
              offered  will  not be  limited  to  Panel  Membership  since  that
              subsidiary  will not be in  existence  when this  finance  company
              subsidiary has been formed.

         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.

         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.


                                       4
<PAGE>

         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,  to
seek  appropriate  financing to launch the finance company  subsidiary,  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  at the mature  time will have its own VPN,  Intranet,
Extranet and Internet  access portals that are the sole  responsibility  of that
subsidiary,  but which can be 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.


                                       6
<PAGE>

         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  Conflict  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.


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 and will be launched when appropriate  financing is in place and there are
no viable strategic  alliance  partners with or without existing  infrastructure
available.  Upon  launch,  panel  membership  will not be  required  since  that
subsidiary will not have been formed at the time.

         This  form  of   un-liquidated   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,  but not
be limited to, 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 un-liquidated.


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.


                                       7
<PAGE>

         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:

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


                                       8
<PAGE>

         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  Conflict  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.

         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:

         o     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.

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

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

         o     The fourth responsibility is to co-ordinate Cumis Counsel.

         o     The fifth responsibility is to verify medical specials.

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


                                       9
<PAGE>

         o     The seventh responsibility is to monitor work in progress.

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

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

         o     The   tenth   responsibility   is   to   co-ordinate   settlement
               discussions.

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

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

         o     The thirteenth responsibility is to co-ordinate all evaluations

         An information  network  similar to ADSsm will support this  subsidiary
allowing  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.

         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.


                                       10
<PAGE>

         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:

         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.


                                       11
<PAGE>

         o     ads-usa.net - Attorney Dispute Support "ADSsm" Plaintiff Panel
               Members.

         o     bidcase.com - Allows ADSsm Panel Member attorneys to bid for
               cases.

         o     calendarsonline.net - Electronic calendar coordination with
               professionals.

         o     casebasereasoning.com - Determining case values using artificial
               intelligence.

         o     case-bid.com - Allows clients to post facts of their case and
               solicit fee quotes from ADSsm Panel Member attorneys.

         o     counselorsweb.com - Main Internet site for interactive
               communications and the access portal to the subsidiaries of
               GamePlan, Inc.

         o     enlargethepie.com - Value added practical and finance products
               offered by ADSsm, professional claims representatives of the
               property/casualty/workman's compensation insurance company, and
               AASPsm members of LSOsm.

         o     esqlynx.com - The Bank for value added solutions and unpublished
               Brief Banks.

         o     financeescrow.com - The e-commerce escrow company.

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

         o     ilf-usa.org - "Integrative Law Forum" "ILFsm", 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.


                                       12
<PAGE>

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 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.  Since  inception  this  foundation has not received any funds.
Because  of the lack of  activity  for more than three  years,  a new or amended
application for tax exempt status may be required.

         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. . Since inception this foundation has not received any funds.
Because  of the lack of  activity  for more than three  years,  a new or amended
application for tax exempt status may be required.


ITEM 2.  DESCRIPTION OF PROPERTY

         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 2003.



                                    PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The  common  stock is quoted on the  over-the-counter  market  (OTC BB)
under the symbol "GPLA" and quoted in the pink sheets  published by the National
Quotations  Bureau.  The  trading  volume  in the  Common  Stock has been and is
extremely  limited.  During the above period,  the limited nature of the trading
market  created the potential for  significant  changes in the trading price for
the  Common  Stock as a result of  relatively  minor  changes  in the supply and
demand for Common Stock and perhaps  without regard to our business  activities.
Because of the lack of  specific  transaction  information  and our belief  that
quotations  during  the  period  were   particularly   sensitive  to  actual  or
anticipated  volume of supply and demand, we do not believe that such quotations
during this period are reliable  indicators  of a trading  market for the Common
Stock.


                                       13
<PAGE>

         The  market  price of our common  stock may be  subject to  significant
fluctuations  in response  to numerous  factors,  including:  variations  in our
annual or quarterly financial results or those of our competitors; conditions in
the economy in general;  announcements of key developments by competitors;  loss
of key personnel;  unfavorable  publicity  affecting our industry or us; adverse
legal  events   affecting  us;  and  sales  of  our  common  stock  by  existing
stockholders.  The last  reported sale of our  unrestricted  common stock was on
December 22, 2003 at a price of $0.05.

         As of March 19, 2004, there were  approximately 90 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.

         We have not paid any dividends to date.  We can make no assurance  that
our proposed  operations will result in sufficient revenues to enable profitable
operations or to generate  positive cash flow. For the  foreseeable  future,  we
anticipate  that we will use any funds  available  to finance  the growth of our
operations and that we will not pay cash dividends to stockholders.  The payment
of  dividends,  if any, in the future is within the  discretion  of the Board of
Directors and will depend on our earnings,  capital  requirements,  restrictions
imposed by lenders and financial condition and other relevant factors.

RECENT SALES OF UNREGISTERED SECURITIES

         None during 2003.  However,  early in 2004 Mr. Jon Jenkins,  the second
largest shareholder of the Company purchased the 1,200,000 shares of stock owned
by the  Nation of the  Menominee  Tribe of  Wisconsin  for the cash sum of Fifty
Thousand Dollars ($50,000.00).



                                       14
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

         From  time to time,  we or our  representatives  have  made or may make
forward-looking   statements,   orally  or  in  writing.   Such  forward-looking
statements  may be  included  in,  but not  limited  to,  press  releases,  oral
statements  made with the  approval  of an  authorized  executive  officer or in
various filings made by us with the Securities and Exchange Commission. Words or
phrases  "will  likely  result",   "are  expected  to",  "will  continue",   "is
anticipated",  "estimate",  "project or projected",  or similar  expressions are
intended to identify "forward-looking statements". Such statements are qualified
in their entirety by reference to and are accompanied by the above discussion of
certain  important  factors that could cause actual results to differ materially
from such forward-looking statements.

         Management is currently  unaware of any trends or conditions other than
those mentioned in this  management's  discussion and analysis that could have a
material adverse effect on the Company's consolidated financial position, future
results of operations, or liquidity.  However, investors should also be aware of
factors that could have a negative  impact on the  Company's  prospects  and the
consistency  of  progress  in the areas of revenue  generation,  liquidity,  and
generation of capital resources.  These include: (i) variations in revenue, (ii)
possible  inability to attract  investors for its equity securities or otherwise
raise  adequate  funds from any source  should the Company  seek to do so, (iii)
increased governmental regulation,  (iv) increased competition,  (v) unfavorable
outcomes to litigation  involving the Company or to which the Company may become
a  party  in the  future  and,  (vi) a very  competitive  and  rapidly  changing
operating environment.

         The  risks  identified  here are not all  inclusive.  New risk  factors
emerge from time to time and it is not possible for management to predict all of
such risk factors,  nor can it assess the impact of all such risk factors on the
Company's  business or the extent to which any factor or  combination of factors
may cause  actual  results  to differ  materially  from those  contained  in any
forward-looking statements.  Accordingly,  forward-looking statements should not
be relied upon as a prediction of actual results.

         The financial  information set forth in the following discussion should
be read with the  financial  statements  of Gameplan,  Inc.  included  elsewhere
herein.

Plan of Operation

         Since announcement of the New Business Plan, which is set forth in Item
1.  Description  of Business  located  elsewhere  in this Annual  Report on Form
10-KSB for the fiscal year ended  December  31, 2003 there have been no material
developments towards implementation, funding, or development of the New Plan. No
elements of the New Plan have been implemented,  and the Company has no revenues
from business  operations.  Upon receipt of adequate and appropriate  financing,
the Right Financing  subsidiary  will commence  operations with a limited staff.
Implementation  of the remaining  parts of the New Plan are contingent  upon the
Company raising  substantial  amounts of working capital,  locating and hiring a
qualified  management team,  engaging multiple  third-party service providers to
design and implement a complex, Internet-based,  information handling system for
the  Company  and  its  proposed  family  of  subsidiaries,  and  entering  into
agreements  and  alliances  with  attorneys,   lending  and  financial   service
providers,   insurance  providers,  and  other  risk-management   professionals.
Significant  aspects  of the  Company's  New  Plan are new and  unproven  in the
marketplace.   Accordingly,   there  are  substantial  risks  and  uncertainties
associated  with investment in the Company which are more fully set forth in the
"Risk Factors" section below of this Annual Report.

         There may be market or other  barriers to entry or unforeseen  factors,
which  make  the New Plan  unfeasible.  Accordingly,  the  Company  may  refine,
rewrite,  or abandon some or all elements of the New Plan. In  conjunction  with
the New Plan,  or as an  alternative  thereto,  the  Company  will  continue  to
consider  acquisition or merger  opportunities with existing  businesses,  which
might benefit the Company and its  shareholders.  Such  acquisitions  may create
business opportunities for the Company completely unrelated to the New Plan.


                                       15
<PAGE>

         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 SEC and  other
regulatory agencies, and investigating  potential business ventures. The Company
believes  that  such  additional   maintenance  expenses  will  be  advanced  by
management or principal stockholders as loans to the Company. However, there can
be no assurance  that the  management or  stockholders  will continue to advance
operating funds to the Company.

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.

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.


                                       16
<PAGE>

         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.

         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 an accumulated  deficit and this trend of losses
may continue in the future.

         For the  fiscal  year  ended  December  31,  2003 we had a net  loss of
$36,325  and an  accumulated  deficit of  $1,221,394.  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.


                                       17
<PAGE>

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 and the launch of
the Rights Financing Company subsidiary yet to be formed, 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.

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.


                                       18
<PAGE>

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.


New Accounting Pronouncements

         In April 2002,  the FASB approved for issuance  Statements of Financial
Accounting  Standards No. 145,  "Rescission of FASB Statements No. 4, 44 and 64,
Amendment of SFAS 13, and Technical Corrections" ("SFAS 145"). SFAS 145 rescinds
previous  accounting  guidance,   which  required  all  gains  and  losses  from
extinguishment  of debt be classified as an  extraordinary  item. Under SFAS 145
classification of debt extinguishment  depends on the facts and circumstances of
the transaction.  SFAS 145 is effective for fiscal years beginning after May 15,
2002 and  adoption is not  expected to have a material  effect on the  Company's
financial position or results of its operations.

         In July  2002,  the FASB  issued  Statements  of  Financial  Accounting
Standards  No.  146,  "Accounting  for Costs  Associated  with Exit or  Disposal
Activities"  (SFAS  146).  SFAS  146  requires   companies  to  recognize  costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a  commitment  to an exit or  disposal  plan.  Examples  of costs
covered  by SFAS 146  include  lease  termination  costs  and  certain  employee
severance  costs  that  are  associated  with  a   restructuring,   discontinued
operation,  plant closing, or other exit or disposal activity. SFAS 146 is to be
applied  prospectively to exit or disposal  activities  initiated after December
31, 2002. The adoption of SFAS 146 is not expected to have a material  effect on
the Company's financial position or results of its operations.

         In November  2002,  the FASB issued  Financial  Interpretation  No. 45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect   Guarantees  of  Indebtedness  of  Others."  FIN  45  sets  forth  the
disclosures required to be made by a guarantor in its financial statements about
its obligations  under certain  guarantees that it has issued. It also clarifies
that a guarantor is required to recognize,  at the  inception of a guarantee,  a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee.  The adoption of FIN 45 is not expected to have a material  effect on
the Company's financial position or results of its operations.

         In December  2002, the FASB issued  Statements of Financial  Accounting
Standards  No. 148  "Accounting  for  Stock-Based  Compensation--Transition  and
Disclosure--an  amendment of FASB Statement No. 123, This Statement  amends FASB
Statement  No.  123,  Accounting  for  Stock-Based   Compensation,   to  provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
Statement  amends  the  disclosure  requirements  of  Statement  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  The  adoption of SFAS 148 is not  expected to
have a material  effect on the  Company's  financial  position or results of its
operations.

         In May 2003 the FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial  Instruments  with  Characteristics  of both  Liabilities and Equity",
which  requires that certain  financial  instruments be presented as liabilities
that  were  previously   presented  as  equity  or  as  temporary  equity.  Such
instruments include mandatory redeemable preferred and common stock, and certain
options and warrants.  SFAS 150 is effective for financial  instruments  entered
into or modified after May 31, 2003 and is generally  effective at the beginning
of the first interim period  beginning after June 15, 2003. The adoption of SFAS
150 is not  expected  to  have a  material  effect  on the  Company's  financial
position or results of its operations.



                                       19
<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                                 GAMEPLAN, INC.
                          [A Development Stage Company]


                                TABLE OF CONTENTS

                                                                         Page



Independent Auditors' Report                                             F-1

Consolidated Balance Sheet -- December 31, 2003                          F-2

Consolidated Statements of Operations for the Years Ended
December 31, 2003 and 2002, and for the Period from Inception
[April 27, 1984] through December 31, 2003                               F-3

Consolidated Statements of Stockholders' Equity/(Deficit) for
the Years Ended December 31, 2003 and 2002, and for the Period
from Inception [April 27, 1984] through December 31, 2003                F-4

Consolidated Statements of Cash Flows for the Years Ended
December 31, 2003 and 2002, and for the Period from Inception
[April 27, 1984] through December 31, 2003                               F-6

Notes to Consolidated Financial Statements                               F-7






                                       20
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
GamePlan, Inc.

We have audited the consolidated balance sheet of GamePlan,  Inc. [a development
stage company] and its wholly owned subsidiary,  Gameplaninc.com, as of December
31, 2003, and the related consolidated  statements of operations,  stockholders'
deficit,  and cash flows for the years ended December 31, 2003 and 2002, and the
period from inception through December 31, 2003. 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  audit.  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 audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  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, 2003,  and the results of operations and cash
flows for the years ended  December  31, 2003 and 2002,  and for the period from
inception  [April 27,  1984]  through  December  31, 2003,  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 and has a net working capital  deficiency which raise  substantial
doubt about the ability to continue as a going  concern.  Management's  plans in
regard to these matters are also  described in Note 7. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

                                                     Mantyla McReynolds

Salt Lake City, Utah
March 25, 2003



                                      F-1
<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                           Consolidated Balance Sheets
                                December 31, 2003

                                     ASSETS

                                                                  2003
                                                               -----------
Current Assets
  Cash  - Note 1                                               $       249
                                                               -----------
  Total Current Assets                                                 249

Property and Equipment - Notes 1 & 2
  Property and equipment                                            59,164
  Less: Accumulated depreciation                                   (58,897)
                                                               -----------
Net Property and Equipment                                             267

Other Assets
  Related party receivable - Note 3                                    911
                                                               -----------
TOTAL ASSETS                                                   $     1,427
                                                               ===========

                      LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

 Current liabilities                                           $         0
                                                               -----------
Total Current Liabilities                                                0

Long-Term Liabilities
  Payable to shareholders - Note 3                                 480,030
                                                               -----------
Total Long-Term Liabilities                                        480,030
                                                               -----------

Total Liabilities                                                  480,030

Stockholders' Deficit
  Common stock -- $.001 par value; 40,000,000
    shares authorized; 15,225,000 issued and
    outstanding at December 31, 2003                                15,225
  Additional paid-in capital                                       727,566
  Accumulated deficit during the development stage              (1,221,394)
                                                               -----------
Total Stockholders' Deficit                                       (478,603)
                                                               -----------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                      $     1,427
                                                               ===========


                 See accompanying notes to financial statements.



                                      F-2
<PAGE>

<TABLE>
<CAPTION>
                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                      Consolidated Statements of Operations
                        For the Years Ended December 31,
                 2003 and 2002 and for the Period from Inception
                   [April 27, 1984] through December 31, 2003

                                                                                 Inception to
                                                   2003             2002           12/31/03
                                               ------------     ------------     ------------
<S>                                            <C>              <C>              <C>
Revenue
  Consulting fees - Note 3                     $          0     $          0     $    768,042
  Commissions - Note 4                                    0                0          137,034
  Other income - Note 6                                   0                0           27,168
                                               ------------     ------------     ------------
Total Revenue                                             0                0          932,244
General and administrative expenses                   9,428           12,239        2,023,480
                                               ------------     ------------     ------------
Operating Loss                                       (9,428)         (12,239)      (1,091,236)
Other Income/(Expense)
  Interest income                                         0                0           16,064
  Interest expense                                  (26,897)         (23,034)        (515,581)
  Gain/(loss) on sale of assets - Note 6                  0                0          (29,477)
                                               ------------     ------------     ------------
Total Other Income/(Expense)                        (26,897)         (23,034)        (528,994)
                                               ------------     ------------     ------------
Net Loss Before Taxes                               (36,325)         (35,273)      (1,620,230)
Income taxes                                              0                0            1,164
                                               ------------     ------------     ------------
Net Loss Before Extraordinary Items                 (36,325)         (35,273)      (1,621,394)

Extraordinary items
  "Lost Opportunity" settlement - Note 10                 0                0          400,000
                                               ------------     ------------     ------------
Net Income from Extraordinary Items                       0                0          400,000
                                               ------------     ------------     ------------
Net Income/(Loss)                              $    (36,325)    $    (35,273)    $ (1,221,394)
                                               ============     ============     ============

Income/(Loss) per share
  Before extraordinary items                   $      (0.01)    $      (0.01)    $      (0.22)
  Extraordinary items                                  0.00             0.00             0.05
                                               ------------     ------------     ------------
Income/(Loss) per share                        $      (0.01)    $      (0.01)    $      (0.17)
                                               ============     ============     ============

Weighted average shares outstanding              15,225,000       15,225,000        7,394,198

</TABLE>

                 See accompanying notes to financial statements.



                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                                 GAMEPLAN, INC.
                          [A Development Stage Company]
            Consolidated Statements of Stockholders' Equity/(Deficit)
                        For the Years Ended December 31,
                 2003 and 2002 and for the Period from Inception
                   [April 27, 1984] through December 31, 2003

                                                                                  Accumulated
                                                                                    Deficit           Net
                                                                  Additional      During the      Stockholders'
                                    Common          Common          Paid-in       Development       Equity/
                                    Shares          Stock           Capital          Stage         (Deficit)
                                  -----------     -----------     -----------     -----------     ------------
<S>                               <C>             <C>             <C>             <C>             <C>
Balance at Inception,
04/27/84                                    0     $         0     $         0     $         0     $          0
                                  -----------     -----------     -----------     -----------     ------------
Issued 750,000 shares of
  common stock for cash               750,000             750           2,250                            3,000

Issued 2,500,000 shares of
  common stock for cash             2,500,000           2,500          19,569                           22,069

Issued 29,250,000 shares of
 common stock for cash,
  12/31/91                         29,250,000          29,250                                           29,250

Reverse split [1 for 5] of
  32,500,000 shares of
  common stock outstanding        (26,000,000)        (26,000)         26,000                                0

Expenses of merger and stock
  issuance                                                            (17,028)                         (17,028)

Accumulated deficit from
  inception through 12/31/91                                                           (5,621)          (5,621)
                                  -----------     -----------     -----------     -----------     ------------
Balance, 12/31/91                   6,500,000           6,500          30,791          (5,621)          31,670

Net loss, 1992                                                                       (326,738)        (326,738)
                                  -----------     -----------     -----------     -----------     ------------
Balance, 12/31/92                   6,500,000           6,500          30,791        (332,359)        (295,068)

Issued 1,200,000 shares of
  restricted common stock
  in satisfaction of debt,
  12/30/93                          1,200,000           1,200         248,800                          250,000

Net loss, 1993                                                                       (305,062)        (305,062)
                                  -----------     -----------     -----------     -----------     ------------
Balance, 12/31/93                   7,700,000           7,700         279,591        (637,421)        (350,130)

Net loss, 1994                                                                       (306,974)        (306,974)
                                  -----------     -----------     -----------     -----------     ------------
Balance, 12/31/94                   7,700,000           7,700         279,591        (944,395)        (657,104)
                                  -----------     -----------     -----------     -----------     ------------
</TABLE>


                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                                 GAMEPLAN, INC.
                          [A Development Stage Company]
            Consolidated Statements of Stockholders' Equity/(Deficit)
                        For the Years Ended December 31,
                 2003 and 2002 and for the Period from Inception
                   [April 27, 1984] through December 31, 2003
                                  [continued]
                                                                                  Accumulated
                                                                                    Deficit           Net
                                                                  Additional      During the      Stockholders'
                                    Common          Common          Paid-in       Development       Equity/
                                    Shares          Stock           Capital          Stage         (Deficit)
                                  -----------     -----------     -----------     -----------     ------------
<S>                               <C>             <C>             <C>             <C>             <C>
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, 10/07/96                  4,500,000           4,500         445,500                          450,000

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

Net loss, 1997                                                                        (46,264)         (46,264)
                                  -----------     -----------     -----------     -----------     ------------
Balance, 12/31/97                  12,200,000          12,200         725,091        (929,127)        (191,836)

Issued 3,000,000 shares of
common stock for R&D                3,000,000           3,000                                            3,000

Net loss, 1998                                                                        (47,807)         (47,807)
                                  -----------     -----------     -----------     -----------     ------------
Balance, 12/31/98                  15,200,000          15,200         725,091        (976,934)        (236,643)

Issued 25,000 shares of
common stock for cash                  25,000              25           2,475                            2,500

Net loss, 1999                                                                        (46,310)         (46,310)
                                  -----------     -----------     -----------     -----------     ------------
Balance, 12/31/99                  15,225,000          15,225         727,566      (1,023,244)        (280,453)

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)

Net loss, 2002                                                                        (35,273)         (35,273)
                                  -----------     -----------     -----------     -----------     ------------
Balance, 12/31/02                  15,225,000          15,225         727,566      (1,185,069)        (442,278)

Net loss, 2003                                                                        (36,325)         (36,325)
                                  -----------     -----------     -----------     -----------     ------------
Balance, 12/31/03                  15,225,000     $    15,225     $   727,566     $(1,221,394)    $   (478,603)
                                  ===========     ===========     ===========     ===========     ============
</TABLE>


                 See accompanying notes to financial statements.


                                      F-5
<PAGE>

<TABLE>
<CAPTION>
                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                      Consolidated Statements of Cash Flows
                    For the Years Ended December 31, 2003 and
             2002 and for the Period from Inception [April 27, 1984]
                            through December 31, 2003

                                                                                              Inception
                                                                                                 to
                                                                2003            2002          12/31/03
                                                             -----------     -----------     -----------
<S>                                                          <C>             <C>             <C>
Cash Flows Provided by/(Used for) Operating
Activities
Net Income/(loss)                                            $   (36,325)    $   (35,273)    $(1,221,394)
                                                             -----------     -----------     -----------
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation                                                     321             321         174,378
    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 accrued expenses                       26,897          23,033         165,491
                                                             -----------     -----------     -----------
Net Cash Provided by/(Used for) Operating Activities              (9,107)        (11,919)       (739,871)
                                                             -----------     -----------     -----------
Cash Flows Provided by/(Used for) Investing
Activities
   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                                              8,900          10,900       1,435,467
  Loan principal payments                                              0            (911)       (531,018)
  Proceeds from issuance of common stock                               0               0          39,791
                                                             -----------     -----------     -----------
Net Cash Provided by/(Used for) Financing Activities               8,900           9,989         944,240
                                                             -----------     -----------     -----------
           Net Increase/(Decrease) in Cash                          (207)         (1,930)            249

Beginning Cash Balance                                       $       456     $     2,386     $         0
                                                             -----------     -----------     -----------
Ending Cash Balance                                          $       249     $       456     $       249
                                                             ===========     ===========     ===========
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, 2003

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.




                                      F-7
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                     December 31, 2003 and 2002 [continued]



NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES[CONTINUED]

         (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.

         (E)    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:

                                                    2003           2002
                                                 ----------     ----------
              Office Furniture & Equipment       $   59,164     $   59,164
              Less: Accumulated Depreciation        (58,897)       (58,576)
                                                 ----------     ----------
              Net Property and Equipment         $      267     $      588
                                                 ==========     ==========

         Depreciation expense was $321 and $321 for 2003 and 2002, respectively.



                                      F-8
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                     December 31, 2003 and 2002 [continued]


NOTE 3   RELATED-PARTY TRANSACTIONS

         (A)      Contracts

         In 1993,  the Company  entered  into a series of  transactions  with an
         American Indian tribe ["Indian  tribe"].  (i) Effective July, 1993, the
         Company  entered into a 50/50 joint  venture  agreement  with an Indian
         tribe for the purpose of pursuing  Indian gaming  opportunities.  Under
         this  agreement,  the  Company  had  an  obligation  to  provide  up to
         $1,000,000 per venture,  but no more than  $2,000,000 in the aggregate.
         Pursuant to this  obligation,  the Company was  required to provide the
         Indian tribe a security  interest in all of its assets.  As a condition
         to this  agreement,  the Company  was not allowed to pay the  principal
         portion of the  shareholder  debt without the prior written  consent of
         the tribe. This agreement was terminated by the Company effective March
         5, 1996.

         Also,  as a part of the  agreement  mentioned  above,  the Indian tribe
         loaned the Company  $250,000  at an interest  rate of prime plus 2% and
         the Indian tribe was granted an option to purchase  1,200,000 shares of
         the  Company's  common stock for  $250,000.  On December 30, 1993,  the
         Indian  tribe   exercised   its  option  to  purchase  the  stock.   In
         consideration  for the stock, the Indian tribe canceled its loan to the
         Company.  The Company further  represented to the tribe that it did not
         intend,  at the  time of the  transaction,  to  issue  further  shares,
         warrants or options,  except by registration  under the 1933 Securities
         Act, and that the shares issued to the Indian tribe would be registered
         by the Company within two years, or when it registered any other shares
         for issuance or sale, subject to underwriter approval.  The termination
         of the  above-referenced  agreement does not affect this portion of the
         agreement.

         (ii)  Effective  August,  1993,  the Company  entered into a consulting
         agreement  with  the  gaming  corporation  of  the  Indian  tribe.  The
         agreement  provided  for  consulting  fees at the rate of  $22,500  per
         month,  plus  an  amount  equal  to  the  advertising  fee  paid  to an
         advertising  agency in which an  officer  of the  Company  is an owner.
         During 1994, the Company  received a gross amount of $30,000 per month,
         from  which it paid  $7,500  per  month to the  referenced  advertising
         agency.  Beginning January,  1995 and continuing through August,  1995,
         the consulting fee rate increased to $25,000 per month, plus $7,500 per
         month  advertising  fee. The Company was further  reimbursed for direct
         expenses  incurred in connection with travel to the tribal  corporation
         facilities  to carry  out the  consulting  duties  provided  for in the
         contract.  As a condition to this agreement,  the Company could not pay
         the  principal  portion of the  shareholder  debt without prior written
         consent of the tribal  corporation.  This agreement was approved by the
         United States Department of the Interior,  a condition precedent to the
         agreement having force. The initial term of the agreement was one year,
         commencing August 18, 1993. The expiration date of August 18, 1994, was
         renewable by mutual  agreement of the parties,  for successive  renewal
         periods  totaling no more than four years,  provided that the terms and
         conditions of the renewals did not increase the  financial  obligations
         of the Indian tribe. The agreement was canceled by the parties, and the
         final check under the  agreement was received by the Company in August,
         1995.


                                      F-9
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                     December 31, 2003 and 2002 [continued]


NOTE 3   RELATED-PARTY TRANSACTIONS [CONTINUED]

         (B)    Payable to Shareholders

         The amount payable to shareholders  includes  unsecured balances due to
         two individuals who are also  shareholders of the Company,  for amounts
         loaned or  advanced  to the  Company,  plus  accrued  interest on those
         loans.  The loans bear interest at the rate of the Wall Street  Journal
         Prime plus 2%. Each loan has been  evidenced  by a note.  The  original
         notes have been  superceded to provide for  compounding of interest and
         extending  maturity  dates.  Principal and interest are due at maturity
         with no penalty for  prepayment.  Below is a summary of the outstanding
         balance due as of December 31, 2003.


                                   Additional
         Principal     Interest     Interest
          Balance     Compounded    Accrued       Total       Maturity Date
         ----------   ----------   ----------   ----------   ----------------

         $  181,060   $  207,275   $      562   $  388,897   January 1, 2005
             10,890       75,386        4,857       91,133   February 1, 2005
         $  191,950   $  282,661   $    5,419   $  480,030   Total

         The first note is payable to the Company's  president.  On February 17,
         1996, the Company issued notes  totaling  $695,500,  which extended the
         maturity date on a prior loan. 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. Since 1996,  additional  advances of approximately
         $102,900  have been made to the Company to pay  operating,  general and
         administrative expenses.

         The second note is payable to another investor.  This was originally an
         unsecured note payable to two other individuals. Principal of $245,000,
         along with accrued  interest,  were due to be paid on or before October
         1, 1994.  During November,  1994, the Company paid principal of $45,000
         along  with  $19,600  accrued  interest,   and  renewed  the  remaining
         principal  balance of $200,000.  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  principal
         plus interest.  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 series of new notes have been written
         naming those  individuals and compounded  interest  through February 1,
         2004.  The Company has recorded  accrued  interest on this note through
         December 31, 2003.

         (C)    Related Party Receivable

         In 2003 the Company made no payments to related parties.  In January of
         2002 the Company paid  professional fees of $911 on behalf of a related
         party.  The related party shares common  ownership and management  with
         the Company.  The advance is  receivable on demand,  is unsecured,  and
         bears no interest.


                                      F-10
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                     December 31, 2003 and 2002 [continued]


NOTE 4   COMMISSIONS

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


NOTE 5   STOCK SALE AND MERGER

         In December,  1991, the Company entered into a series of  transactions,
         the 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 $1,221,394,
         has a net working capital deficit,  and has no operating revenue source
         as of December 31, 2003. 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.



                                      F-11
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                     December 31, 2003 and 2002 [continued]


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.


NOTE 9   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
         2023.

         Deferred tax assets              Balance        Tax        Rate
         -------------------            ----------   ----------   ----------
         Loss carryforward              $1,221,394   $  427,488      35%
         Valuation allowance                           (427,488)
                                                     ----------
         Deferred tax asset                          $        0
                                                     ==========

         This  valuation  allowance  has  increased  $12,714 over the prior year
         amount of $414,774.


NOTE 10  "LOST OPPORTUNITY" SETTLEMENT

         On March 18, 1996,  an American  Indian tribe entered into an agreement
         with the Company to pay the Company $400,000 as a good faith settlement
         for lost opportunity costs incurred during the period from 1993 through
         1996.  The tribe paid the full  $400,000  settlement  to the Company on
         October 1, 1996.


NOTE 11  STOCK OPTIONS

         On February 10, 1997, the Company entered into stock option  agreements
         with  two  directors  of the  Company.  The  options  provided  for the
         purchase of a total of 50,000  shares,  in two 25,000  share  lots,  of
         Company common stock at $.10 per share.  On February 4, 1999 one of the
         options was exercised. The other option expired on February 10, 1999.

         On January  9,1998 the directors  entered into a stock option  contract
         with another individual as consideration for assistance in developing a
         business  concept.  The option contract allowed the purchase of 100,000
         shares of stock at $1 per share if the business  concept was  developed
         and  successfully  sold.  The options  expired  unexercised in January,
         2002.


                                      F-12
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                     December 31, 2003 and 2002 [continued]


NOTE 12  BUSINESS PURPOSE

         The Company,  concluding that its prior business purpose was not viable
         long term, ceased its gaming consulting  operations in 1996. Since that
         time,  the Company's  majority  shareholder  has developed  several new
         business plans supported by statistics and numerous  un-coded  software
         programs.  The  several  business  plans 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 as
         more fully described in Part I, Item 1 "Description of Business" of the
         Company's 10-KSB annual report.

         Numerous  service marks have been approved as well as  registration  of
         approximately 28 electronic commerce addresses.

         The Company has not been  successful  in  identifying  suitable  merger
         and/or acquisition  candidates.  While the Company continues to believe
         that this  strategy  will forward the business of the Company  rapidly,
         because our several  business models are conceptual only and without an
         operating  history,  our  merger/acquisition  activities  have not been
         received  favorably.  While the Company  will  continue  its search for
         viable  and  suitable  merger  and/or  acquisition  candidates  for the
         foreseeable  future, the Company cannot delay the implementation of any
         part of its  business  plan any longer.  Accordingly,  the company will
         immediately seek debt/equity or a combination of debt/equity  financing
         to create  and launch the  Rights  Financing  subsidiary  as more fully
         described in Part I, Item I "Description  of Business" of the Company's
         10-KSB annual report.


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
<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None

ITEM 8A. CONTROLS AND PROCEDURES

         Disclosure  controls and procedures  are controls and other  procedures
that are designed to ensure that information required to be disclosed in company
reports  filed or  submitted  under  the  Securities  Exchange  Act of 1934 (the
"Exchange Act") is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange  Commission's  rules and forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required  to be  disclosed  in
company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the Company's Chief Executive Officer and Chief Financial
Officer (the  "Certifying  Officers"),  as appropriate to allow timely decisions
regarding required disclosure.

         As required by Rules  13a-15 and 15d-15  under the  Exchange  Act,  the
Certifying Officers carried out an evaluation of the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of December
31,  2003.  Their  evaluation  was carried out with the  participation  of other
members of the Company's management. Based upon their evaluation, the Certifying
Officers  concluded that the Company's  disclosure  controls and procedures were
effective.

         The Company's  internal  control over financial  reporting is a process
designed by, or under the supervision  of, the Certifying  Officers and effected
by the Company's Board of Directors,  management and other personnel, to provide
reasonable  assurance  regarding  the  reliability  of the  Company's  financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting  principles.  Internal
control over financial  reporting  includes policies and procedures that pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the Company's  assets;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of the Company's  financial  statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the  authorization of the Company's Board
of  Directors  and  management;   and  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of the  Company's  assets  that could have a  material  effect on its  financial
statements.  There has been no change in the  Company's  internal  control  over
financial  reporting that occurred in the quarter ended December 31, 2003,  that
has  materially  affected,  or is  reasonably  likely to affect,  the  Company's
internal control over financial reporting.


                                    PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         The following table sets forth information  concerning the director and
executive  officer of Gameplan,  Inc. and his age and  positions.  Each director
holds office until the next annual  stockholders'  meeting and thereafter  until
the  individual's  successor  is elected and  qualified.  Officers  serve at the
pleasure of the board of directors.

NAME                     AGE         POSITION

Robert G. Berry          68          Chief Executive Officer, President,
                                     Secretary and Director since December, 1991



                                       34
<PAGE>


         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.

         During the last five years, no officers or directors have been involved
in any  legal  proceedings,  bankruptcy  proceedings,  criminal  proceedings  or
violated any federal or state  securities or commodities  laws or engaged in any
activity that would limit their involvement in any type of business,  securities
or banking activities.

         No person who, at any time during our past fiscal year, was a director,
officer,  or beneficial owner of more than 10% of any class of equity securities
failed to file, on a timely basis,  any report  required by Section 16(a) of the
Exchange Act during the most recent  fiscal year except that Mr. Berry has never
filed an initial Form 3 Statement of Beneficial Ownership of Securities.

         The  Company  does not  currently  have a  standing  audit,  ethics  or
nominating  committee  nor has the  Company  adopted a Code of Ethics.  There is
currently  only  1  part  time  employee,  our  Chief  Executive  Officer  whose
background is as an attorney.  We anticipate forming the required committees and
adopting a Code of Ethics when and if we are successful in implementing our plan
of operation and employing additional personnel.


ITEM 10. EXECUTIVE COMPENSATION

         For  several  years,  we have not paid  any  cash  compensation  to our
executive officers. The only form of compensation paid to our executive officers
for the  development  of the New Plan has been the  issuance  of  shares  of our
common stock. Cash  compensation  amounts will be determined in the future based
on the  services  to be  rendered  and  time  devoted  to our  business  and the
availability  of  funds.  Other  elements  of  compensation,  if  any,  will  be
determined at that time or at other times in the future.

         Until we have  sufficient  capital or  revenues,  Mr. Berry will not be
provided  cash  remuneration.  At such time as we are able to  provide a regular
salary,  it is our intention that Mr. Berry will become employed  pursuant to an
executive  employment  agreement,  at an annual salary to be determined based on
his  then  level  of  time  devoted  to  Gameplan,  Inc.  and the  scope  of his
responsibilities.  At the appropriate time, consideration will be given to bonus
compensation  to Mr. Berry for the  development of the New Plan.  Until we enter
into an employment  agreement,  we may use additional  shares of common stock to
compensate Mr. Berry. In addition,  we may use common stock to compensate others
for services to the Company.

COMPENSATION OF DIRECTORS

         Persons  who are  directors  and  employees  will  not be  additionally
compensated  for their  services  as a  director.  There is no plan in place for
compensation  of persons  who are  directors  who are not  employees,  but it is
expected  that  in  the  future  we  will  create  a  remuneration  and  expense
reimbursement  plan. It is anticipated that such a plan would be primarily based
on stock options.

OTHER COMPENSATION ARRANGEMENTS

         The  Company  does not  currently  have any other form of  compensation
arrangements.


                                       35
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth,  as of March 22,  2004,  the name and
shareholdings  of each  person  who owns of  record,  or was  known by us to own
beneficially,* 5% or more of the shares of the common stock currently issued and
outstanding; the name and shareholdings, including options to acquire the common
stock, of each director;  and the  shareholdings  of all executive  officers and
directors  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.

                                             NUMBER OF     PERCENTAGE
                                              SHARES           OF
         NAME OF PERSON OR GROUP              OWNED *      OWNERSHIP
         -----------------------            ----------     ----------
         Robert G. Berry (1)                 9,522,000          62.5%
         Jon T. Jenkins (2)                  3,064,000         20.12%

         All executive officers and
         directors as a group (one person)   9,522,000          62.5%

_________________

*        Beneficial  ownership is determined in accordance with the rules of the
Securities and Exchange  Commission and generally  includes voting or investment
power with  respect to  securities.  Shares of common  stock  issuable  upon the
exercise of options or warrants  currently  exercisable or convertible within 60
days,  are deemed  outstanding  for  computing the  percentage  ownership of the
person  holding  such  options or warrants  but are not deemed  outstanding  for
computing the  percentage  ownership of any other person.  All  percentages  are
calculated  based upon a total  number of shares  issued and  outstanding  as of
March 15, 2004, which number of shares is 15,225,000.

         (1)    Mr.  Berry's  address is 3701 Fairview Road Reno,  Nevada 89511.
                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.
         (2)    Mr. Jenkins  address is 5717 East Almeda Court,  Cave Creek,  AZ
                85331.  Jon T. Jenkins owns  2,674,000  shares in his individual
                capacity,  and has the  authority  to vote  or  dispose  of,  as
                trustee, 390,000 shares held in trust for family members


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,  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. Mr. Berry renewed this promissory note, in the total amount of
$360,521  after  calculating  additional  advances,  to Jan. 1, 2005. The entire
unpaid principal and interest is due at maturity.



                                       36
<PAGE>


Jon 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. This note was renewed to include  accrued  interest in the total amount of
$83,713  and is due on Feb.  1, 2005.  Jon  Jenkins is the  beneficial  owner of
approximately 20% of the issued and outstanding shares of the Company.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits

         Exhibit Number       Name of Exhibit

             31.1             Certification of Chief Executive Officer, pursuant
                              to Rule  13a-14(a) of the Exchange Act, as enacted
                              by  Section  302  of  the  Sarbanes-Oxley  Act  of
                              2002.(1)

             31.2             Certification of Chief Financial Officer, pursuant
                              to Rule  13a-14(a) of the Exchange Act, as enacted
                              by  Section  302  of  the  Sarbanes-Oxley  Act  of
                              2002.(1)

             32.1             Certification of Chief Executive Officer and Chief
                              Financial  Officer,  pursuant to 18 United  States
                              Code  Section  1350,  as enacted by Section 906 of
                              the Sarbanes-Oxley Act of 2002. (1)

         (1) Filed herewith

b.  Reports on Form 8-K

         None


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

         The company paid audit and  financial  statement  review fees  totaling
$4,255 for the fiscal  year ended  December  31,  2003 and $4,171 for the fiscal
year ended  December  31, 2002 to Mantyla  McReynolds,  our current  independent
accountants.


Audit-Related Fees

         None


Tax Fees

         The company paid tax preparation fees totaling $350 for the fiscal year
ended  December 31, 2003 and $300 for the fiscal year ended December 31, 2002 to
Mantyla McReynolds, our current independent accountants.


All Other Fees

         None


Audit committee policies & procedures

         The company does not currently  have a standing  audit  committee.  The
above services were approved by the company's Board of Directors.



                                       37
<PAGE>


                                   SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                             (Registrant)  GAMEPLAN, INC.

                                      By:  /s/ Robert G. Berry
                                           ----------------------
                                           Robert G. Berry, Chief Executive
                                           Officer

                                    Date:  March 26, 2004


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.



       Signature                         Title                         Date
  -------------------     -----------------------------------     --------------

  /s/ Robert G. Berry     President, Chief Executive Officer,     March 26, 2004
  -------------------     Secretary, Director and Chief
  Robert G. Berry         Financial Officer








                                       38
<PAGE>