UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                  For the Fiscal Year Ended: December 31, 2002

            [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

            For the Transition Period from ___________ to ___________


                         Commission File Number: 0-27305


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


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


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


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


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


                Name of each exchange on which registered: OTCBB


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


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
                                                                Yes [X]   No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

Issuer's net revenues for the fiscal year ended December 31, 2002 were $0.

The  aggregate   market  value  of  the   registrant's   common  stock  held  by
non-affiliates as of December 31, 2002 was approximately $4,000. Because none of
the  Company's  common  stock has been sold within 60 days of December 31, 2002,
and the Company's shares are not actively  traded,  the market value is based on
the aggregate par value of the shares of common stock held by non-affiliates.

The number of shares of common stock of the  Registrant  outstanding as of March
25, 2003, was 15,225,000.

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


<PAGE>



                          GAMEPLAN, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS


PART I.                                                                    PAGE

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

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

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

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


PART II.

Item 5.   Market for Common Equity and Related Stockholder Matters..........13

Item 6.   Management's Discussion and Analysis of Financial
          Condition or Plan of Operation....................................14

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

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure...............................32


PART III.

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance  with Section 16(a) of the Exchange Act................32

Item 10.  Executive Compensation............................................32

Item 11.  Security Ownership of Certain Beneficial Owners and Management....33

Item 12.  Certain Relationships and Related Transactions....................34


PART IV.

Item 13.  Exhibits and Reports on Form 8-K..................................35

Item 14.  Controls and Procedures...........................................35

SIGNATURES..................................................................36

CERTIFICATION...............................................................37


                                       2
<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

THIS  ANNUAL  REPORT  ON  FORM  10-KSB  CONTAINS,   IN  ADDITION  TO  HISTORICAL
INFORMATION,  FORWARD-LOOKING  STATEMENTS  THAT  INVOLVE  SUBSTANTIAL  RISKS AND
UNCERTANTIES.  THE COMPANY'S  ACTUAL  RESULTS COULD DIFFER  MATERIALLY  FROM THE
RESULTS  ANTICIPATED  BY  THE  COMPANY  AND  DISCUSSED  IN  THE  FORWARD-LOOKING
STATEMENTS.  FACTORS  THAT COULD CAUSE OR  CONTRIBUTE  TO SUCH  DIFFERENCES  ARE
DISCUSSED  BELOW UNDER ITEM  6--MANAGEMENTS  DISCUSSION  AND ANALYSIS OR PLAN OF
OPERATION--"RISK  FACTORS," AND ELSEWHERE IN THIS ANNUAL  REPORT.  THE FOLLOWING
DISCUSSION  SHOULD BE READ TOGETHER WITH OUR  FINANCIAL  STATEMENTS  AND RELATED
NOTES THERETO INCLUDED IN ITEM 7 OF THIS REPORT.

Introduction

         For the past several  years the Company's  President,  Robert G. Berry,
has been  actively  developing a  comprehensive  business  plan for the Company.
Initially,  the plan focused  exclusively  on the use of Internet  technology 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 "Plan").  The Plan builds upon the Company's  former concepts
related to providing legal services. However, the 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 Company  anticipates that the new book in two parts,
tentatively  titled "Lift up your Hearts" will be published  and  available  for
sale to the public within the foreseeable  future. The first part of the book is
tentatively titled "Jurisdocracy--The ailing model of resolving conflict through
attorneys" and focuses on the present  methodology for conflict  resolution with
particular emphasis on clients, lawyers and insurance companies and offers three
solutions.  The second part of the book is tentatively titled  "Netocracysm--How
to heal the ailing model of resolving  conflict through  attorneys" and broadens
the scope considerably by shifting the present model of conflict resolution with
attorneys and offers many educational and special interest reforms,  twenty-five
court/legislative  reforms and specific action plan solutions, all calculated to
bring conflict  resolution to early, cost efficient,  interested based "win-win"
solutions.

         Since  announcement,  there  have  been no  material  developments.  No
elements of the Plan have been  implemented and the Company has no revenues from
business operations. Implementation of the 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 Plan are new and
unproven  in the  marketplace.  Accordingly,  there  are  substantial  risks and
uncertainties  associated with investment in the Company more fully set forth in
the "Risk Factors" section below.


                                       3
<PAGE>

Summary of the Plan

         Under the Plan, the Company will seek strategic alliances to develop in
multiple phases a finance company, two insurance companies, two companies having
a membership  component for plaintiff and defense legal services,  a third-party
escrow company, and two legal-related Internet companies. The Company intends to
adhere strictly to the certain  business and  professional  model of Integrative
Law/Integrative  Conflict Resolution  Techniques,  which has been expounded in a
yet-to-be published book authored by Robert G. Berry the Company's President and
sole director.

         The  Company's   "Integrative   Law/Integrative   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.

o       E-commerce  Escrow  Company - The first phase is to act as an electronic
        escrow agent to  coordinate  the Rights  Financing to be provided by the
        finance company  subsidiary.  The escrow subsidiary will hold the rights
        in trust as security for  financial  products  from the finance  company
        subsidiary.

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

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

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


                                       4
<PAGE>


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

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

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


Description of the 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 accessed by the Company for information  retrieval at
any time.

         The Company believes that certain of its proposed  subsidiaries have no
counterparts  currently in operation  and,  therefore,  must be fully funded and
created with strategic alliance partners.  Other proposed subsidiaries,  such as
the  finance and the two  insurance  companies,  could  either be created or the
Company could acquire or establish strategic alliance partnerships with existing
financial and insurance  companies or companies seeking new,  significant profit
centers.


Subsidiary  1-Internet  Company:  Legal  Content  and  Access  Portals  to Other
Products and Services

         This  subsidiary will provide legal content via the Internet and access
portals to the products and services of the remaining  subsidiaries to be formed
turning "clicks" to "bricks." With a fixed obsession on client service, its core
business is to be the leading Internet  mission-specific  legal  information and
interaction  provider with hyperlinks to high-quality  existing and future legal
web sites and the access portal to the other subsidiaries initially contemplated
to be seven and a  subsidiary  of the legal  insurance  subsidiary  and possibly
expanded to other yet unidentified subsidiaries to be formed.


                                       5
<PAGE>


Subsidiary 2-Attorney Membership Organization for Plaintiffs' Counsel

         The core  business of this  subsidiary  will be to provide a nationwide
membership organization, to be known as Attorney Dispute Support ("ADSsm") Panel
Membership  (the  "Panel  Members")  initially  for  attorneys  specializing  in
plaintiff  personal  injury  cases.  Membership  in phase I will be  limited  to
contingent fee plaintiff  personal  injury  attorneys with proven track records,
unquestioned  ethical  standards  and high  esteem  within  their peer group and
expanded thereafter to plaintiff attorneys in other specialized areas of the law
in which  compensation  is lawfully and  ethically  contingent on the outcome of
disputes.

         A second major function of the attorney  membership  subsidiary will be
to have in place an  information  network  permitting  prospective  and retained
clients to  interactively  communicate  with ADSsm  Panel  Members,  ADSsm Panel
Members to interact with prospective and retained clients;  and Panel Members to
conduct  research,  communicate,  and interact  with fellow ADSsm Panel  Members
throughout the United States.

         These  information  networks may be accessed using devices such as, but
not limited to,  telephone,  fax,  Internet,  Web TV, AOLTV,  wireless  personal
planning devices, telematic in-car communications and smart phones, collectively
referred to as "Gateway Interface Devices."

         Establishment  of the  information  network  for this  subsidiary  will
involve the development of an  informational  infrastructure  based on wide-band
area network technologies,  including access via the Internet, an Extranet,  and
an Intranet to:

        1.    Allow  clients to use Gateway  Interface  Devices to easily review
              and negotiate fees and to retain and communicate  with ADSsm Panel
              Members.

        2.    Allow attorneys to acquire new clients,  easily  communicate  with
              ongoing clients and have proprietary case evaluation  software and
              other objective criteria to evaluate cases.

        3.    Allow Panel Member attorneys,  through Gateway Interface  Devices,
              access  to a secure  Extranet  "vln-usa.com"  for  legal  research
              tools,  negotiation  materials,  and interaction with fellow ADSsm
              Panel Members  throughout the United States,  as well as access to
              timely  legal news and  current  reliable  information  concerning
              national legal developments.

         Personal  injury clients will have the ability to easily and accurately
review the  qualifications  of any ADSsm  Panel  Member and then  interview  and
select  an  attorney  either  in  their  locale  or  attorneys   having  special
qualifications to handle interstate matters.  Moreover,  ADSsm Panel Members and
clients will have access to their files at any time through the secure  Intranet
site.

         Each ADSsm Panel Member's current resume and picture will be displayed.
Panel  Members may also include a brochure and voice  message.  A map  directing
clients to ADSsm Panel Member's offices will be provided.

         The  ADSsm  Panel   Member's   Extranet  will  maintain  an  up-to-date
calendaring and messaging service that automatically  contacts the attorney over
the Gateway  Interface  Devices upon retrieving  inquires.  Prompt  responses by
ADSsm Panel Members to all client inquiries will be a top Company priority.

         Clients may access ADSsm Panel Members' special  appointments  calendar
specifically  reserved for insured clients and schedule unilateral  appointments
on any open day or time during the attorney's office hours.

         With  careful  ADSsm  Panel  Member  selection,  Gateway  Communication
Devices,  proprietary case evaluation software,  objective criteria, and skilled
negotiators  committed to adding value to disputes,  ADSsm Panel Members will be
trained to resolve  conflict with value added results within cost efficient time
frames following the "Integrative  Law/Integrative  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.


                                        6
<PAGE>


Subsidiary 3-The Finance Company

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

         This  form  of   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.

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

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

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


                                       7
<PAGE>


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

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

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

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

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

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

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

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

         The sixth is to offer special insurance lines,  which may or may not be
outsourced,  such as malpractice,  life,  accidental death,  health,  vision and
dental  insurance  to ADSsm  Panel  Members  and  AASPsm  panel  members,  their
associates and all employees.


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

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

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

        2.    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.

        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.


                                        8
<PAGE>


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

         Its initial two clients,  each called "The Signatory  Company," are the
Legal   Insurance   and   Property/Casualty/Worker's    Compensation   Insurance
subsidiaries of the Company to be formed.

         Similar case management services will be available to other competitive
insurance companies and to corporate America in later phases.

         Litigation     support     responsibilities     provided     to     the
Property/Casualty/Worker's Compensation Signatory Company, which may be expanded
or contracted as market conditions dictate, will initially include:

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

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

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

        The fourth responsibility is to co-ordinate Cumis Counsel.

        The fifth responsibility is to verify medical specials.

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

        The seventh responsibility is to monitor work in progress.

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

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

        The tenth responsibility is to co-ordinate settlement discussions.

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

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

        The thirteenth responsibility is to co-ordinate all evaluations

         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.



                                        9
<PAGE>


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

Patents, Service Marks, Domain Names and Licenses

Service Marks

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

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

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

o       AISsm means "The Program of  Anticipation  Integration  and  Solutions,"
        which   anticipates   disputes  and  assists  in  value  added  conflict
        prevention.  If conflict arises, either pre-negotiated  solutions are in
        place or value  added  concepts  are  integrated  to assist in  conflict
        resolution.  Initially,  AISsm will be staffed with dispute engineers in
        the legal insurance subsidiary and a subsidiary of that subsidiary.

o       ILFsm  means "The  Integrative  Law Forum" an Internal  Revenue  Service
        approved ss.501 (c) (3) public charitable foundation established for the
        study and  practice of  integrative  law,  integrative  negotiation  and
        legislative and judicial  awareness  forums funded by public and private
        donations,  referral fees from ADSsm panel members and 5% of the pre-tax
        profit of the LSOsm.

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

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

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




                                       10
<PAGE>


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  compen-
                sation subsidiary.

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

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

        o       1stnetlegalinsurance.com - The legal insurance subsidiary.

        o       1stnetocracy.com - The guiding principle behind the public books
                and the private business opportunities.

        o       alcoholchat.com   -   Interactive   chat   room   to   introduce
                participants to Netocracysm.

        o       aasp-usa.com  -  Approved  Attorney  Service  Provider  "AASPsm"
                Defense Panel Members.

        o       adr-usa.com - Appropriate Dispute Resolution.

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

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

        o       calendarsonline.net  -  Electronic  calendar  coordination  with
                professionals.

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

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

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

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

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

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



                                       11
<PAGE>


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

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

        o       integrativelaw.com  -  Its  essence  is a  new  way  to  resolve
                conflict.  Claims  personnel will practice  integrative  dispute
                added  value  resolutions  in  the  property/causality/workman's
                compensation  subsidiary  and dispute  engineers will follow its
                principles for the legal insurance subsidiary as well.

        o       lawescrow.com  - To protect the name of the e-commerce  Internet
                escrow company.

        o       lawintegrative.com - To protect the name

        o       lso-usa.com  - The  LSOsm  for the  property/causality/workman's
                compensation insurance company and the legal insurance company.

        o       lynxesq.com  - To protect  the name of the Bank for  value-added
                solutions and unpublished briefs.

        o       pla-usa.org - "The Program of Legal Assistance"  "PLAsm ," is an
                approvedss.501(c)(3) public charitable foundation.

        o       usa-ais.com - Anticipation,  Integration and Solutions  "AISsm."
                These functions are performed by dispute engineers employed by a
                subsidiary  of the legal  insurance  subsidiary  and  consist of
                anticipating   conflict  and  integrating  value  added  dispute
                resolution techniques to reach acceptable value added solutions.

        o       vln-usa.com  -  "Virtual  Law  Network."  Two  separate   secure
                Extranets  for ADSsm and AASPsm Panel  Members for  information,
                communication and research.

        o       vpn-usa.com - "Virtual Private  Network".  A secure Intranet for
                unilateral  file  access to  monitor  the  status of all  cases.
                Clients  will  also be  able  to  securely  access  their  files
                unilaterally.


Patents

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

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

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

Charitable Affiliates

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


                                       12
<PAGE>


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


ITEM 2.  DESCRIPTION OF PROPERTY

         The Company owns office  furniture  and equipment  valued at $588.  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 2002.


                                    PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

         The  Company's  common stock (the "Common  Stock") is quoted on the OTC
Bulletin Board of the National  Association of Securities  Dealers,  Inc., under
the  symbol  "GPLA."  However,  there is no  established  public  market for the
Company's Common Stock. Therefore,  any data the Company could provide regarding
the Common  Stock's bid price or trading  volume would not be  indicative of the
actual price or trading volume of such stock.

Holders

         As of March 25, 2003, 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.

Dividends

         The Company has not paid any cash  dividends  on its Common Stock since
its inception.  At present,  the Company is not generating any revenues.  In the
event the Company is able to implement the Plan,  generate  revenues and realize
profits,  the Company will retain  earnings to support  growth.  Therefore,  the
Company does not anticipate paying any cash dividends on its Common Stock in the
foreseeable future.

Recent Sales of Unregistered Securities

         Within the past  three  years the  Company  has  issued  securities  in
transactions  summarized below without  registration of the securities under the
Securities Act of 1933, as amended (the "Securities Act").

         In 1998,  the Company  issued  3,000,000  shares of Common Stock to The
Robert G. Berry Trust in exchange for services performed by Robert G. Berry, the
Trustee  of the  Trust,  on  behalf  of the  Company.  Specifically,  Mr.  Berry
developed the Plan.

         On January 9,  1998,  the  Company  granted  options to Jim  Johnson to
purchase  100,000  shares of the Common Stock at an exercise  price of $1.00 per
share. The options expired unexercised in January, 2002.



                                       13
<PAGE>


         In February 1999, the Company  granted an option to Shayne Del Cohen, a
former  director of the  Company,  to purchase  25,000  shares of the  Company's
Common Stock at an exercise price of $.10 per share. Ms. Del Cohen exercised the
option in March 1999.

         With  respect  to the  foregoing  offers  and sales of  restricted  and
unregistered  securities by the Company, the Company relied on the provisions of
Sections  3(b)  and  4(2)  of the  Securities  Act  and  rules  and  regulations
promulgated  thereunder,  including,  but not  limited  to Rules  505 and 506 of
Regulation D, in that such  transactions  did not involve any public offering of
securities and were exempt from registration under the Securities Act. The offer
and sale of the securities in each instance was not made by any means of general
solicitation;  the  investors  acquired  the  securities  without a view  toward
distribution;  and all  purchasers  represented  to the  Company  that they were
sophisticated  and experienced in such  transactions and investments and able to
bear  the  economic  risk of  their  investment.  A  legend  was  placed  on the
certificates  and instruments  representing  these  securities  stating that the
securities  evidenced by such  certificates or instruments,  as the case may be,
have  not been  registered  under  the  Securities  Act and  setting  forth  the
restrictions  on their  transfer and sale.  Each  investor also signed a written
agreement,  or  agreed  to so sign  upon  exercise  of their  options,  that the
securities  would not be sold without  registration  under the Securities Act or
pursuant to an applicable exemption from such registration.


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

Plan of Operation

         The Company has not had revenues from business  operations since before
April 1986.  Over the past several  years,  the Company's  President,  Robert G.
Berry,  has been  actively  developing  a  comprehensive  business  plan for the
Company.  In August 2000,  the Company  announced the completion of an expanded,
comprehensive new business plan (the "Plan"). The Plan builds upon the Company's
former concepts related to providing legal services and products.  However,  the
Plan envisions the creation of multiple new subsidiaries and/or divisions of the
Company  in  several  phases  and  parts of  phases,  which may be  expanded  or
contracted  depending of market  conditions,  for the purpose of  providing,  in
addition to  Internet-based  tools for locating and engaging  legal  counsel,  a
variety of other new  integrated  products and  services,  including an Internet
legal  information  site and portal access to several  subsidiaries to be formed
including finance and lending  services,  insurance  products,  escrow services,
member legal  service  organizations  to be comprised of licensed  attorneys and
professional  and public  digital  retrieval of value added  solutions and brief
banks.

         The Company  anticipates that these proposed services will be developed
and provided to professionals and consumers consumer based upon strict adherence
to the business and professional model developed by Mr. Berry. This model, known
as "Integrative  Law/Integrative Conflict Resolution Techniques," is the subject
of a book  authored by Mr.  Berry.  The Company  anticipates  that the new book,
tentatively  titled "Lift up your Hearts" will be published  and  available  for
sale to the public  within  the  foreseeable  future.  Part I of the new book is
tentatively titled "Jurisdocracy--The ailing model of resolving conflict through
attorneys"  focuses on the present  methodology  for  conflict  resolution  with
particular emphasis on clients, lawyers and insurance companies and offers three
solutions.  Part II of the new book is tentatively titled  "Netocracysm--How  to
heal the ailing  model of resolving  conflict  through  attorneys"  broadens the
scope considerably and shifts the model to many educational and special interest
reforms,   twenty-five   court/legislative   reforms  and  several  action  plan
solutions, all calculated to bring conflict resolution to early, cost efficient,
interested based "win-win" solutions.

         Reference is made to the full  summary of the Plan,  which is set forth
above in Item 1- Description of Business, "Description of the Plan."

         Since  announcement,  there  have  been no  material  developments.  No
elements of the Plan have been  implemented and the Company has no revenues from
business operations. Implementation of the 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 Plan are new and
unproven  in the  marketplace.  To date,  no  agreements  have  been  made,  nor
potential investors  identified,  regarding  additional capital for the Company.
There can be no  assurance  that the  Company  will be able to raise the capital
necessary to pursue the Plan.  Significant aspects of the Company's Plan are new
and unproven in the marketplace.  Accordingly,  there are substantial  risks and
uncertainties  associated with  investment in the Company,  which are more fully
set forth below under the heading "Risk Factors."



                                       14
<PAGE>


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

         Apart from any cash  requirements  necessary to implement the Plan, the
Company will continue to incur  expenses  relating to maintenance of the Company
in good  standing,  filing  required  reports with the  Securities  and Exchange
Commission (the "SEC"),  other regulatory  agencies and investigating  potential
business  ventures.  Additionally,  the Company will make every effort to secure
listing  in the new BBX  exchange.  The  Company  believes  that  the  principal
stockholder  will  advance  all  expenses  as loans to the Company or by raising
small amounts of third party debt and/or equity.

Forward Looking Statements

         The statements  contained in this Report that are not purely historical
are  "forward-looking  statements"  within the meaning of the Private Securities
Litigation  Reform Act of 1995 and Section 21E of the  Securities  Exchange Act.
These  statements  relate  to  the  Company's   expectations,   hopes,  beliefs,
anticipations, commitments, intentions and strategies regarding the future. They
may be identified by the use of words or phrases such as "believes,"  "expects,"
"anticipates,"  "should,"  "plans,"  "estimates," and "potential," among others.
Forward-looking statements include, but are not limited to, statements contained
in the Plan of Operation regarding the Company's financial performance,  revenue
and expense levels in the future and the  sufficiency of its existing  assets to
fund future  operations and capital spending needs.  Actual results could differ
materially from the anticipated results or other expectations  expressed in such
forward-looking  statements.  The  Company  believes  that many of the risks set
forth here and in the  Company's  SEC filings are part of doing  business in the
industry in which the Company  operates  and competes and will likely be present
in all periods reported. The forward-looking statements contained in this Report
are made as of the date of this Report and the Company  assumes no obligation to
update them or to update the reasons why actual  results could differ from those
projected  in  such   forward-looking   statements.   Among  others,  risks  and
uncertainties that may affect the business,  financial  condition,  performance,
development and results of operations of the Company include but are not limited
to:

     o    Anticipated  trends  in  our  business,   including  professional  and
          consumer   acceptance  of  and  willingness  to  pay  for  the  legal,
          financial,  insurance,  escrow,  and other products and services to be
          provided by the Company and its proposed subsidiaries;

     o    Ability  of the  Company  to attract  and hire  competent  management,
          third-party  service  providers,  and  other  personnel  necessary  to
          create,  manage  and  staff  the  subsidiaries  and to  implement  the
          proposed Plan;

     o    Securing   capital  for  funding  the   creation  of  mergers   and/or
          acquisitions   and  their  complex   electronic   support  and  access
          structures; and

     o    Ability of the Company to comply with  professional  ethical standards
          and government regulatory requirements.

         In addition to these risks, in the "Risk Factors" section below we have
summarized a number of the risks and uncertainties  that could affect the actual
outcome of the forward-looking statements included in this Report. We advise you
not to place undue reliance on such  forward-looking  statements in light of the
material  risks and  uncertainties  to which they are  subject.  We undertake no
obligation to publicly update or revise any forward-looking statements,  whether
as a result of new information, future events or otherwise.

Risk Factors

         An investment in our Common Stock involves  risk. You should  carefully
consider  the  risks  described  below  in  addition  to the  other  information
presented  in this Report  before  deciding to invest in our Common  Stock.  The
risks  and  uncertainties  described  below  are not the only  ones  facing  the
Company. Additional risks and uncertainties not presently known to us or that we
currently  deem  immaterial  but could be material  may also impair our business
operations.  If  any  of the  following  risks  actually  occur,  our  business,
financial  condition,  or results of operations  could be  materially  adversely
affected.


                                       15
<PAGE>


         Since  the  Company  is in  the  development  stage,  there  can  be no
assurance that we will be approved for listing on the BBX exchange.


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 Plan  necessary  to  provide  the array of legal,
          insurance, and financial products discussed in the Plan;

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

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

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

     o    The inability to respond effectively to competitive pressures;

     o    The loss of key personnel;

     o    The failure to comply with governmental regulations.

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

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

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

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

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

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


Additional challenges may arise from:

     o    Tort reform advocates, organizations and lobbies.

     o    Attorneys resisting career changes.

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

     o    Redundant insurance adjusters and claims support personnel.

     o    Court reporters.

     o    Bail bondsman.

     o    Existing companies purchasing viatical and quasi-viatical settlements.

     o    Existing companies purchasing structured settlements.

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

     o    Existing companies specializing in insurance for attorneys.



                                       16
<PAGE>


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

     o    Existing companies financing loans to clients.


We have a history of losses and accumulated deficit and this trend of losses may
continue in the future.

         For the  fiscal  year  ended  December  31,  2002 we had a net  loss of
$35,273  and an  accumulated  deficit of  $1,185,069.  Our ability to obtain and
sustain profitability will depend, in part, upon the successful marketing of our
proposed new products and services and the successful and timely introduction of
new products.  We can give no assurances that we will achieve  profitability or,
if achieved, that we will sustain profitability.


Our  business   will  depend  on  consumer   acceptance   of  our  computer  and
internet-based legal services and business models.

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


Changes in technology could negatively impact our financial performance.

         The  use of the  Internet,  and  the use of  intertwining  networks  of
computers forming Virtual Private Networks,  Intranets, and Extranets,  together
with  devices  and  procedures  to  maintain  secured  physical  and  electronic
environments,  is characterized by rapid technological  change. As technological
changes occur in the marketplace, we may have to modify our hardware,  software,
products or services in order to become or remain  competitive or to ensure that
our products do not become  obsolete.  Assuming  our Company  begins to generate
profits,  if we fail to  anticipate  or respond in a  cost-effective  and timely
manner to professional ethical requirements and government requirements,  market
trends or customer  demands,  or if there are any significant  delays in product
development or  introduction,  our revenues and profit margins may decline which
could adversely affect our cash flows, liquidity and operating results.


We may have problems raising the money needed in the future.

         Our growth strategy  includes  mergers and/or  acquisitions  and/or the
formation,  development,  staffing and  financing of a family of  electronically
interconnected legal service,  financial,  and insurance companies.  The Company
and its proposed  subsidiaries  will not be viable  without  significant  equity
and/or debt financing.  We are currently exploring alternatives to fulfill these
requirements, including the sale of debt or equity securities, but cannot assure
that financing  will be available when needed or that, if available,  it will be
on terms favorable to us or our stockholders. If needed funds are not available,
we may  be  unable  to  implement  the  New  Plan  and  the  family  of  service
subsidiaries  contemplated by the plan. We may be required to take other actions
that may lessen  the value of our Common  Stock,  including  borrowing  money on
terms that are not  favorable  to us. If we raise the needed  funds  through the
sale of  additional  shares of our Common Stock or securities  convertible  into
shares of our Common Stock dilution to current stockholders may result.


We are subject to competition.

         The market for legal, financial, and insurance products and services is
highly competitive. Competition in the market for such products and services may
intensify  in  the  future.  Numerous  well-established  companies  and  smaller
entrepreneurial  companies are focusing significant  resources on developing and
marketing  products and services that  compete,  at least  indirectly,  with our
products and  services.  Although the Company  believes that its new approach to
providing  such  services  as set forth in the Plan is unique,  other  companies
might attempt to copy our methods and techniques  once they are  implemented and
we begin to generate  revenues.  In addition,  many of our current and potential
competitors  have  greater  financial,  technical,  operational,  and  marketing
resources.  We may not be able to compete successfully against these competitors
in developing our technology,  products and services.  Competitive pressures may
also force prices for our services down and such price reductions may affect our
potential future revenue.


                                       17
<PAGE>


Future growth may place  strains on our  managerial,  operational  and financial
resources.

         If we  grow  as  expected,  a  significant  strain  on our  managerial,
operational  and financial  resources may occur.  Further,  as the number of our
affiliated  Panel  Membership  attorneys,  clients,  advertisers,  and  finance,
insurance  and other  business  partners  grows,  we will be  required to manage
complex  multiple  relationships.  To date, the Company has been managed by only
one man serving as the sole  officer and  director of the  Company.  The Company
must retain many new qualified officers and employees to successfully  implement
the Plan. We cannot guarantee that the Company will be able to locate,  attract,
and hire the  management and staff  personnel  necessary to commence and sustain
commercial operations.


The Company does not intend to pay dividends.

         The Company does not anticipate paying any cash dividends on its Common
Stock to its  shareholders  for the foreseeable  future.  The Company intends to
retain  future  earnings,  if any, for use in the operation and expansion of its
business. In addition, it is possible that any debt financing agreements entered
into by the Company may contain restrictions on the Company's ability to declare
dividends.


The Company has not retained  information  technology  consultants to design its
information infrastructure.

         If mergers and/or acquisitions do not occur,  implementation of the New
Plan will require the Company to engage  information  technology  consultants to
design and implement the  information-handling  infrastructure for the Company's
system. To date, no specific design or implementation  work has been undertaken.
Such work would require the Company to raise  substantial  additional  funds, to
conduct  research and development,  purchase or lease equipment,  and to develop
the secure digital  information system necessary to begin operations.  We expect
to begin  fundraising  efforts  shortly,  and will consider a variety of funding
sources, including private investments, joint venturing, and traditional venture
capital. To date, however, no agreements have been made, nor potential investors
identified,  regarding  additional  capital  for  the  Company.  We can  give no
assurance that the Company will be able to raise the capital necessary to pursue
its business plan.


There may be no support for our products and services in the market.

         There may be market or other  barriers to entry or  unforeseen  factors
that make the concepts  set forth in our 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 Plan.


                                       18
<PAGE>


ITEM 7.   FINANCIAL STATEMENTS



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

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002

                       [WITH INDEPENDENT AUDITORS' REPORT]







                                       19
<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]


                                TABLE OF CONTENTS


                                                                        Page


Independent Auditors' Report                                             F-1

Consolidated Balance Sheet -- December 31, 2002                          F-2

Consolidated   Statements  of  Operations  for  the  Years  Ended
December  31, 2002 and 2001,  and for the Period  from  Inception
[April 27, 1984] through December 31, 2002                               F-3

Consolidated Statements of Stockholders' Equity/(Deficit) for the
Years Ended  December 31, 2002 and 2001,  and for the Period from
Inception [April 27, 1984] through December 31, 2002                     F-4

Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
December  31, 2002 and 2001,  and for the Period  from  Inception
[April 27, 1984] through December 31, 2002                               F-6

Notes to 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, 2002, and the related consolidated  statements of operations,  stockholders'
deficit,  and cash flows for the years ended December 31, 2002 and 2001, and the
period from inception through December 31, 2002. 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, 2002,  and the results of operations and cash
flows for the years ended  December  31, 2002 and 2001,  and for the period from
inception  [April 27,  1984]  through  December  31, 2002,  in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that GamePlan,
Inc. will continue as a going  concern.  As discussed in Note 7 to the financial
statements,  the Company has experienced  recurring losses from operations since
its inception,  has a net working capital deficiency and a capital deficit which
raise  substantial  doubt  about the  ability to  continue  as a going  concern.
Management's  plans in regard to these matters are also described in Note 7. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

                                                Mantyla McReynolds

Salt Lake City, Utah
March 21, 2003


                                      F-1
<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                           Consolidated Balance Sheets
                                December 31, 2002

                                     ASSETS
                                                                      2002
                                                                   -----------
Current Assets
  Cash  - Note 1                                                   $       456
                                                                   -----------
Total Current Assets                                                       456

Property and Equipment - Note 2
  Property and equipment                                                59,164
  Less: Accumulated depreciation                                       (58,576)
                                                                   -----------
Net Property and Equipment                                                 588

Other Assets
  Related party receivable - Note 3                                        912
                                                                   -----------
TOTAL ASSETS                                                       $     1,956
                                                                   ===========

                      LIABILITIES & STOCKHOLDERS' DEFICIT

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

Long-Term Liabilities
  Payable to shareholders - Note 3                                     444,234
                                                                   -----------
Total Long-Term Liabilities                                            444,234
                                                                   -----------
Total Liabilities                                                      444,234

Stockholders' Deficit
  Common stock -- $.001 par value; 40,000,000 shares
     authorized; 15,225,000 issued and outstanding
     at December 31, 2002                                               15,225
  Additional paid-in capital                                           727,566
  Accumulated deficit during the development stage                  (1,185,069)
                                                                   -----------
Total Stockholders' Deficit                                           (442,278)
                                                                   -----------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                          $     1,956
                                                                   ===========

                 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, 2002 and 2001 and for the
        Period from Inception [April 27, 1984] through December 31, 2002

                                                                                  Inception to
                                                    2002             2001           12/31/02
                                                ------------     ------------     ------------
<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                   12,239           14,954        2,014,052
                                                ------------     ------------     ------------
Operating Loss                                       (12,239)         (14,954)      (1,081,808)

Other Income/(Expense)
  Interest income                                          0                0           16,064
  Interest expense                                   (23,034)         (34,278)        (488,684)
  Gain/(loss) on sale of assets - Note 6                   0                0          (29,477)
                                                ------------     ------------     ------------
Total Other Income/(Expense)                         (23,034)         (34,278)        (502,097)
                                                ------------     ------------     ------------
Net Loss Before Taxes                                (35,273)         (49,232)      (1,583,905)
Income taxes                                               0                0            1,164
                                                ------------     ------------     ------------
Net Loss Before Extraordinary Items                  (35,273)         (49,232)      (1,585,069)

Extraordinary items
  "Lost Opportunity" settlement - Note 10                  0                0          400,000
                                                ------------     ------------     ------------
Net Income from Extraordinary Items                        0                0          400,000
                                                ------------     ------------     ------------
Net Income/(Loss)                               $    (35,273)    $    (49,232)    $ (1,185,069)
                                                ============     ============     ============
Income/(Loss) per share
  Before extraordinary items                    $      (0.01)    $      (0.01)    $      (0.23)
  Extraordinary items                                   0.00             0.00             0.06
                                                ------------     ------------     ------------
Income/(Loss) per share                         $      (0.01)    $      (0.01)    $      (0.17)
                                                ============     ============     ============
Weighted average shares outstanding               15,225,000       15,225,000        6,976,556

</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, 2002 and 2001
  and for the Period from Inception [April 27, 1984] through December 31, 2002


                                                                                     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>


                See accompanying notes to financial statements.


                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                                 GAMEPLAN, INC.
                          [A Development Stage Company]
            Consolidated Statements of Stockholders' Equity/(Deficit)
                 For the Years Ended December 31, 2002 and 2001
  and for the Period from Inception [April 27, 1984] through December 31, 2002
                                  [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)
                                     ===========     ===========     ===========     ===========     ===========
</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, 2002 and 2001 and for the
        Period from Inception [April 27, 1984] through December 31, 2002


                                                                                             Inception to
                                                                2002            2001          12/31/02
                                                             -----------     -----------     -----------
<S>                                                          <C>             <C>             <C>
Cash Flows Provided by/(Used for) Operating Activities

Net Income/(loss)                                            $   (35,273)    $   (49,232)    $(1,185,069)

Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation                                                     321           3,125         174,057
    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                       23,033          34,278         138,594
                                                             -----------     -----------     -----------
Net Cash Provided by/(Used for) Operating Activities             (11,919)        (11,829)       (730,764)
                                                             -----------     -----------     -----------

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                                             10,900          14,000       1,426,567
  Loan principal payments                                           (911)              0        (531,018)
  Proceeds from issuance of common stock                               0               0          39,791
                                                             -----------     -----------     -----------
Net Cash Provided by/(Used for) Financing Activities               9,989          14,000         935,340
                                                             -----------     -----------     -----------
           Net Increase/(Decrease) in Cash                        (1,930)          2,171             456
                                                             -----------     -----------     -----------

Beginning Cash Balance                                             2,386             215               0
Ending Cash Balance                                          $       456     $     2,386     $       456
                                                             ===========     ===========     ===========
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, 2002

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (A)    Basis of Presentation

         The Company was originally  incorporated under the laws of the State of
         Utah on August 26, 1981, as Sunbeam Solar, Inc. The Company was dormant
         until  April 27,  1984,  at which  time  common  stock was  issued.  On
         December  23,  1991,  the  Company  entered  into a plan of merger with
         GamePlan, Inc., a Nevada corporation.  GamePlan, Inc. was the surviving
         corporation.   The   transaction  was  accounted  for  as  a  "reverse"
         acquisition  on a  purchase  basis.  Results  of  operations  have been
         combined for all periods presented.

         The Company is in the development  stage and is exploring new ideas for
         its planned principal  operations.  During 1997 and in prior years, the
         Company earned revenues primarily from consulting fees.

         On September 22, 1999, the Company  created a wholly-owned  subsidiary,
         in the State of Nevada, under the name  "Gameplaninc.com".  The Company
         resolved  that  it  will  transfer,   assign,  or  convey  all  assets,
         liabilities and operations to the subsidiary at an appropriate time. As
         of the date of this report,  nothing has been  conveyed.  The financial
         statements of the Company have been  prepared in accordance  with U. S.
         generally accepted accounting  principles.  The consolidated  financial
         statements  of the Company  include the accounts of GamePlan,  Inc. and
         its subsidiary.  All significant  intercompany  transactions  have been
         eliminated.  The  following  summarizes  the more  significant  of such
         policies:

         (B)    Cash

         Cash consists of cash on deposit in commercial banks.

         (C)    Property and Equipment

         Property and  equipment  are stated at cost.  Depreciation  is provided
         using the  straight-line  method  over the useful  lives of the related
         assets of five to ten years.  Expenditures  for repair and  maintenance
         are charged to expense as incurred.

         (D)    Loss per Share

         Loss per share is based on the weighted average number of common shares
         outstanding.  Common  stock  equivalents  have been  excluded  from the
         calculation, as due to the loss they would be anti-dilutive.

         (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:

                                               2002            2001
                                             ---------       ---------

         Office Furniture & Equipment        $  59,164       $  59,164
         Less: Accumulated Depreciation        (58,576)        (58,255)

         Net Property and Equipment          $     588       $     909
                                             =========       =========

         Depreciation   expense   was  $321  and   $3,125  for  2002  and  2001,
         respectively.



                                      F-7
<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                     December 31, 2002 and 2001 [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-8
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                     December 31, 2002 and 2001 [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, 2002.

                                     Additional
         Principal     Interest      Interest
          Balance     Compounded     Accrued        Total       Maturity Date
         ---------    ----------    ----------    ---------    ----------------
         $ 172,160    $  185,798    $    2,563    $ 360,521    January 1, 2005
            10,890        67,608         5,215       83,713    February 1, 2005
         $ 183,050    $  253,406    $    7,778    $ 444,234    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
         $94,000  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,
         2003.  The Company has recorded  accrued  interest on this note through
         December 31, 2002.

         (C)    Related Party Receivable

         In January of 2002 the Company paid professional fees of $912 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-9
<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                     December 31, 2002 and 2001 [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 $1,185,069,
         has a net working capital  deficit,  and has a total capital deficit at
         December 31,  2002.  Financing  the  Company's  activities  to date has
         primarily been the result of borrowing  from a shareholder  and others.
         The  Company's  ability  to  achieve a level of  profitable  operations
         and/or  additional  financing  may  impact  the  Company's  ability  to
         continue  as  it  is  presently  organized.  Management  plans  include
         developing the business  purpose,  as discussed in NOTE 12, and keeping
         the corporation in good standing for the foreseeable future.


NOTE 8   OPERATING LEASES

         Effective   October  1,  1994,  the  Company  entered  into  two  lease
         agreements for office space.  The lease agreements were canceled during
         1995 by mutual agreement of the parties.



                                      F-10
<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                     December 31, 2002 and 2001 [continued]

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
         2022.

         Deferred tax assets              Balance        Tax         Rate
         -------------------            ----------     ---------     ----

         Loss carryforward              $1,185,069     $ 414,774      35%
         Valuation allowance                            (414,774)
                                                       ---------
         Deferred tax asset                            $       0
                                                       =========

         This  valuation  allowance  has  increased  $12,346 over the prior year
         amount of $402,428.


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.


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.

         Based on  management's  Plan the Company is presently  seeking  mergers
         and/or  acquisitions,  and/or the  participation  of  venture  capital,
         and/or  exploring  the  feasibility  of  private  placements  and/or  a
         "secondary offering".


NOTE 13  ISSUANCE OF STOCK

         On January 9, 1998,  the Board of directors  approved a motion to issue
         3,000,000  shares  of Rule  144  stock  to a trust  in the  name of the
         president in consideration  for the transfer of all rights,  title, and
         interest in the new business plan noted above.



                                      F-11
<PAGE>


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

None

                                    PART III


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

         The  following  sets forth the name,  age and position of each director
and executive officer of the Company as of the date of this report:

NAME                       AGE     CURRENT POSITION(S)

Robert G. Berry            67      Chief Executive Officer, President, Secretary
                                   and Director since December, 1991

         Mr. Berry  received a BA degree from the  University of Nevada in 1961,
and a JD degree  from the  University  of Notre Dame law  school in 1963.  After
spending four years in the District Attorney's office in Reno, Nevada, Mr. Berry
joined  the law firm of Laxalt and Berry in Carson  City,  Nevada.  Mr.  Berry's
areas of emphasis while in private  practice were  plaintiff's  personal  injury
litigation and regulatory  work.  While practicing law, Mr. Berry entered into a
number  of  business   ventures,   including  shopping  center  and  condominium
development, restaurants, cattle feeding and breeding. Mr. Berry left the active
practice  of law in 1977 and  engaged  in more  than 50  business  ventures  and
operations.  After a brief  retirement,  Mr. Berry attended Harvard Law School's
Program on Negotiation  and Mediation in 1996. In 1997, he received  training in
commercial  mediation from A.D.R. Inc., and advance mediation from the John Paul
Jones Group. At present, Mr. Berry is a Nevada Supreme Court Settlement Judge, a
private  mediator,  a special master and lectures on  negotiation  and mediation
advocacy skills.


Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  officers,  directors  and persons who  beneficially  own more than 10
percent of a registered class of the Company's equity securities to file reports
of ownership  and changes in ownership  with the SEC.  Officers,  directors  and
greater than 10 percent  shareholders  are required by  regulation of the SEC to
furnish the Company with copies of all Section 16(a) forms they file.

         The  Company's  officers  first  became  subject to the  Section  16(a)
reporting  obligations  in September 23, 1999, in connection  with the Company's
registration  of its class of Common Stock under the Securities  Exchange Act of
1934.  Mr.  Robert  Berry,  currently  the  sole  officer,   director,  and  62%
shareholder of the Company,  will file a Form 3 Initial  Statement of Beneficial
Ownership  for the purpose of reporting his  shareholdings  in the Company which
are disclosed  herein under Item  11--Security  Ownership of Certain  Beneficial
Owners and Management.  Mr. Berry had no changes in his beneficial  ownership of
shares of Common Stock of the Company  during the fiscal year ended December 31,
2002.


ITEM 10. EXECUTIVE COMPENSATION

         The following Summary Compensation Table shows compensation paid by the
Company  for  services  rendered  during  the  past  three  fiscal  years to the
Company's  Chief  Executive  Officer  during the fiscal year ended  December 31,
2002.  During  the  current  fiscal  year,  the  Company  did not have any other
officers.


<TABLE>
<CAPTION>
                           Summary Compensation Table

                                                                                    Long Term Compensation
                                                                   -----------------------------------------------------
                                        Annual Compensation                 Awards                    Payouts
                                   -----------------------------   -----------------------   ---------------------------
                                                                   Restricted   Securities
                                                    Other Annual     Stock      Underlying                   All Other
 Name and                 Fiscal   Salary   Bonus   Compensation    Award(s)     Options/    LTIP Payouts   Compensation
 Principal Position        Year      ($)     ($)        ($)           ($)        SARs (#)        ($)           ($)
 ------------------       ------   ------   -----   ------------   ----------   ----------   ------------   ------------
 <S>                       <C>       <C>     <C>        <C>           <C>          <C>           <C>        <C>
 Robert G. Berry           2002      -0-     -0-        -0-           -0-          -0-           -0-            -0-
   President, CEO          2001      -0-     -0-        -0-           -0-          -0-           -0-            -0-
   and Secretary           2000      -0-     -0-        -0-           -0-          -0-           -0-            -0-
                           1999      -0-     -0-        -0-           -0-          -0-           -0-            -0-
                           1998      -0-     -0-        -0-           -0-          -0-           -0-        3,000,000 (1)
 </TABLE>


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

         Mr.  Berry  currently  owns  9,522,000  common  shares  or 62.5% of the
Company and has elected to defer receiving past, present and future compensation
until such time as the company has generated sufficient resources. Cash or other
forms of compensation and amounts will be determined in the future based on time
devoted to past,  present and future  services , the value of those services and
the availability of sufficient  resources.  Other elements of  compensation,  if
any, will be determined at that time or at other times in the future.




                                       32
<PAGE>


         The  following  table lists  individual  grants of stock  options  made
during the Company's last  completed  fiscal year as  compensation  for services
rendered as an officer of the Company:

                     OPTION / SAR GRANTS IN LAST FISCAL YEAR
                                INDIVIDUAL GRANTS


                      Number of       % of Total
                      Securities     Options/SARs
                      Underlying      Granted to     Exercise or
                     Options/SARs    Employees in     Base Price    Expiration
       Name           Granted (#)     Fiscal Year     ($/Share)        Date
 ----------------    ------------    ------------    -----------    ----------
 Robert G. Berry          0               0%             N/A           N/A



                 AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2002
                       AND DECEMBER 31, 2002 OPTION VALUES



<TABLE>
<CAPTION>
                                                    Number of Securities
                         Shares                    Underlying Unexercised        Value of Unexercised
                       Acquired on     Value             Options at             In-the-Money Options at
                        Exercise      Realized        December 31, 2002            December 31, 2002
        Name              (#)           ($)       Exercisable/Unexercisable    Exercisable/Unexercisable
   ---------------     -----------    --------    -------------------------    -------------------------
<S>                       <C>           <C>                 <C>                          <C>
   Robert G. Berry         0             0                  N/A                          N/A
</TABLE>

Compensation of Directors

         The Company has not adopted any standard  arrangements for compensating
directors for services  provided as a director.  The Company's sole director did
not  receive  any  compensation  during the  current  fiscal  year for  services
provided as a director.


Employment Contracts and Termination of Employment Arrangements

         The  Company  has not  entered  into  any  employment  contract  or any
compensatory plan or arrangement with any executive officer of the Company.


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth  information  as of March  15,  2003
regarding  beneficial stock ownership of (i) all persons known to the Company to
be beneficial owners of more than 5% of the outstanding  Common Stock; (ii) each
director,  and any other executive officer of the Company whose  compensation is
required to be reported in Item 10 of this  Report;  and (iii) all  officers and
directors of the Company as a group.  Each of the persons in the table below has
sole voting  power and sole  dispositive  power as to all of the shares shown as
beneficially owned by them, except as otherwise indicated.



                                       33
<PAGE>


                                                Number of Shares     Percent of
                                                  Beneficially       Outstanding
    Name and Address                                 Owned            Shares(1)
 ----------------------                         ----------------     -----------
 Robert G. Berry                                  9,522,000 (2)          62.5%
 3701 Fairview Road
 Reno, Nevada 89511

 Jon T. Jenkins                                   1,611,350 (3)          10.6%
 5717 East Almeda Court
 Cave Creek, AZ 85331

 Nation of the Menominee Tribe of Wisconsin       1,200,000               7.9%
 P.O. Box 910
 Keshena, Wisconsin 54135

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

     (1)  All  percentages  are  calculated  based upon a total number of shares
          issued and outstanding as of March 15, 2003, which number of shares is
          15,225,000.

     (2)  The Robert G. Berry  Trust  holds the  shares.  Robert G. Berry is the
          trustee of the trust and has the sole power and  authority  to vote or
          dispose of the shares of Common Stock held by the trust.

     (3)  Jon T. Jenkins owns 1,221,350 shares in his individual  capacity,  and
          has the  authority to vote or dispose of, as trustee,  150,000  shares
          held by the J.S.  Jenkins  Trust,  and 150,000 shares held by the M.J.
          Jenkins Trust.


Changes in Control

         There  presently are no  arrangements  that would result in a change of
control of the Company.


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Robert G. Berry Promissory Note

         On February 1, 1999,  the Company  entered into an amended and restated
promissory  note with Robert Berry,  pursuant to which the Company agreed to pay
Mr. Berry  principal then owing to Mr. Berry of  $182,256.00,  representing  Mr.
Berry's  unreimbursed cash advances to the Company as of that date. The Note was
due  February  1, 2001 and bore  interest  at the rate of prime plus 2%.  During
1999,  Mr.  Berry  advanced  the  Company  $17,600.  A new note was  executed on
February 1, 2000, which extended the maturity date to February 1, 2002. In 2000,
Mr.  Berry  advanced  $37,200 to the  Company.  The  Company  executed a further
amended and restated note with Mr. Berry on January 1, 2001, which note replaced
and superceded all previous notes of the Company  payable to Mr. Berry.  The new
note was issued in the  principal  amount of  $290,192.44,  bore interest at the
rate of prime plus 2%, and extends the maturity of the Company's  obligations to
Mr. Berry to February 1, 2003. The entire unpaid  principal and interest was due
at maturity.  Additionally,  the Company executed a further amended and restated
note with Mr. Berry on January 1, 2002,  which note replaces and  supercedes all
previous notes of the Company  payable to Mr. Berry.  The new note was issued in
the principal  amount of  $327,407.84,  bears interest at the rate of prime plus
2%, and  maintained  the maturity of the Company's  obligations  to Mr. Berry at
February 1, 2003. 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.



                                       34
<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 10.6% of the issued and outstanding shares of the Company.


                                    PART IV


ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

None

(b) Reports on Form 8-K

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


Item 14.   CONTROLS AND PROCEDURES

         Based  on the  evaluation  of the  Company's  disclosure  controls  and
procedures  by Robert G. Berry,  the  Company's  President  and Chief  Financial
Officer,  as of a date within 90 days of the filing date of this annual  report,
such officer has concluded that the Company's disclosure controls and procedures
are  effective  in ensuring  that  information  required to be  disclosed by the
Company  in the  reports  that it files or  submits  under  the  Securities  and
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported,  within the time  period  specified  by the  Securities  and  Exchange
Commission's rules and forms.

         There were no significant changes in the Company's internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the date of their  evaluation,  including any corrective  actions with regard to
significant deficiencies and material weaknesses.


                                       35
<PAGE>


                                   SIGNATURES

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

                                       Gameplan, Inc.


Dated:  March 27, 2003                 By: /S/ Robert G. Berry
                                           -------------------------------------
                                           Robert G. Berry
                                           Chief Executive Officer


         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.



Dated:  March 27, 2003                 By: /S/ Robert G. Berry
                                           -----------------------------------
                                           Robert G. Berry
                                           President, Chief Executive Officer,
                                           Secretary, Director and Chief
                                           Financial Officer




                                       36
<PAGE>


                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                 CERTIFICATIONS

     I, Robert Berry, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Gameplan, Inc.

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        (a) designed  such  disclosure  controls and  procedures  to ensure that
        material   information   relating  to  the  registrant,   including  its
        consolidated  subsidiaries,  is made known to us by others  within those
        entities,  particularly during the period in which this quarterly report
        is being prepared;

        (b) evaluated the effectiveness of the registrant's  disclosure controls
        and  procedures  as of a date  within 90 days of the filing date of this
        annual report (the "Evaluation Date"); and

        (c) presented  in  this  annual   report  our   conclusions   about  the
        effectiveness  of the disclosure  controls and  procedures  based on our
        evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the  registrant's  board of directors (or persons  performing  the equivalent
functions):

        (a) all significant  deficiencies in the design or operation of internal
        controls  which  could  adversely  affect  the  registrant's  ability to
        record,  process,   summarize,   and  report  financial  data  and  have
        identified  for the  registrant's  auditors any material  weaknesses  in
        internal controls; and

        (b) any fraud,  whether or not  material,  that  involves  management or
        other employees who have a significant role in the registrant's internal
        controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 27, 2003              /s/  Robert G. Berry
                                  President, Chief Executive Officer, Secretary,
                                  Director & Chief Financial Officer




                                       37
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Annual Report of Gameplan,  Inc. (the "Company") on Form
10-KSB for the period ended  December 31, 2002 as filed with the  Securities and
Exchange Commission on the date hereof (the "Report"),  the undersigned,  in the
capacities and on the dates indicated  below,  hereby  certifies  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that to the best of his knowledge:

1.      The Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

2.      The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.

Date: March 27, 2003                    /s/  Robert G. Berry
                                        President, Chief Executive Officer,
                                        Secretary, Director & Chief Financial
                                        Officer



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