UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                        COMMISSION FILE NUMBER 000-27305


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


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


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


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


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

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

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

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

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.  Yes [X]   No [ ]

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

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

         The  aggregate  market value of the  registrant's  common stock held by
non-affiliates  as of December 31, 2004 was approximately  $4,000.  Because less
than 40,000 shares of the Company's common stock has been sold within 60 days of
December 31, 2004, and the Company's shares are not actively traded,  the market
value is based on the  aggregate par value of the shares of common stock held by
non-affiliates.

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of the latest  practicable date: As of March 27, 2005, the
Company had  outstanding  was 15,225,000  shares of its common stock,  par value
$0.001.



<PAGE>


                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                               PAGE

PART I

  ITEM 1.    DESCRIPTION OF BUSINESS                                    4
  ITEM 2.    DESCRIPTION OF PROPERTY                                   15
  ITEM 3.    LEGAL PROCEEDINGS                                         15
  ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF
             SECURITY HOLDERS                                          15

PART II

  ITEM 5.    MARKET FOR COMMON EQUITY AND
             RELATED STOCKHOLDER MATTERS                               15
  ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS
             OR PLAN OF OPERATION                                      17
  ITEM 7.    FINANCIAL STATEMENTS                                      21
  ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
             ON ACCOUNTING AND FINANCIAL DISCLOSURE                    37
  ITEM 8A.   CONTROLS AND PROCEDURES                                   37
  ITEM 8B.   OTHER INFORMATION                                         37

PART III

  ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
             CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
             OF THE EXCHANGE ACT                                       38
 ITEM 10.    EXECUTIVE COMPENSATION                                    40
 ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
             OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS      40
 ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS            41
 ITEM 13.    EXHIBITS                                                  42
 ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES                    42





                                       2
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Introduction

         For the past several  years the Company's  President,  Robert G. Berry,
has been  actively  developing a  comprehensive  business  plan for the Company.
Initially,  the plan focused  exclusively  on the use of Internet  technology to
offer  the  public  a  user-friendly   and  effective  tool  to  seek  qualified
professional legal services matching specific legal needs.

         During the third  quarter of the Company's  fiscal year ended  December
31, 2000, the Company announced the completion of an expanded, comprehensive new
business plan (the "New Plan").  The New Plan builds upon the  Company's  former
concepts  related to providing legal services.  However,  the New Plan envisions
the creation of multiple new  subsidiaries  and/or  divisions of the Company for
the  purpose of  providing a variety of new  integrated  products  and  services
including  financial  services,  insurance  products,  digital escrow  services,
advanced digital  research,  two member legal service  organizations of licensed
attorneys using Internet-based tools for locating and engaging legal counsel and
an  Internet  "clicks to bricks"  site  through  which all  subsidiaries  can be
accessed.

         The  focus  of  the  several   business   plans  is  dedicated  to  the
satisfactory  resolution of potential,  threatened and actual  conflict  through
products, services, information and proprietary technology.

         The mission of the several  business plans is to provide  efficient and
"win-win"  resolutions  to  conflict  through  a family of  divergent  companies
representing a total available market "TAM" of  approximately  40+% of the gross
domestic  product of the U.S. and to oversight each company within this business
ecosystem  with  divergent  thought and action,  ethical  boundless  leadership,
empowerment and learning models with fixed and controlled processes.

         So  conceived,  the Company is a  conglomerate  of products,  services,
information and  proprietary  technology and is referred to in the Company's Web
site as "The Business Ecosystem."

         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
Conflict  Resolution" (ICR") is the subject of a book titled "Beneath the Gavel"
and  authored by Mr.  Berry.  The new e-book book has two parts.  The first part
focuses on the present sick system of resolving  conflict with  attorneys and is
particularly critical of the manner in which conflict is resolved with attorneys
and  insurance  companies.  The focus of the  second  part is to offer  specific
educational,  licensing,  special  interest,  court and/or  legislative  reforms
together with win-win  action plan practice  solutions,  which is referred to in
the Company's Web site as "Public Ecosystem."

         Since  announcement,  there have been no material  developments  in the
business   plan  other  than  the   completion   of  the   Company's   web  site
(http://conflictcare.com/).  No elements  of the New Plan have been  implemented
and the Company has no revenues from business operations.  Implementation of the
New  Plan is  contingent  upon  entering  into  agreements  and  alliances  with
appropriate merger and/or  acquisition  candidates such as lending and financial
service  providers,   insurance  providers,  and  other  appropriate  compatible
companies. Significant aspects of the Company's New Plan are new and unproven in
the  marketplace.  Accordingly,  there are substantial  risks and  uncertainties
associated  with  investment  in the  Company  more fully set forth in the "Risk
Factors" section below.


                                       3
<PAGE>

Summary of the New Plan

         Under the New Plan,  the  Company  will seek either  debt,  equity or a
combination of debt/equity  financing to launch the new plan in very defined and
specific steps all with  appropriate  benchmarks and monuments  and/or strategic
alliances such as mergers and/or  acquisitions  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  Conflict
Resolution Techniques,  which has been expounded in the recently published book,
authored by Robert G. Berry the Company's President.

         The Company's  "Integrative Conflict Resolution" consist of the ability
of clients to choose quality insurance and financial service companies  together
with competent ethical lawyers having access to state-of-the-art  technology and
committed  to a new  methodology  combining  the  best  aspects  of  traditional
conflict  resolution coupled with time-tested  alternative  dispute  resolutions
"ADR,"  educational  and  special  interest  reforms,  court  reforms,  practice
reforms,  digital  communications,  electronic  research,  adding value to every
dispute within a collegial  environment and a level financial and  informational
playing field.

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

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

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

     o   Finance  Company - The first phase  provides  pre-judgment,  intangible
         financing  ("Rights  Financing")  to  clients  of  ADSsm  Panel  Member
         attorneys  and  Panel  Members  directly  in  appropriate   cases  with
         identifiable and reliable  reparation  sources.  Subject to appropriate
         financing,  this  yet  to  be  formed  subsidiary  will  be  the  first
         subsidiary to commence business  operations if strategic alliances have
         not been formed in the near future.  Strategic  alliances will still be
         pursued  but  alternative   plans  to  launch  the  new  plan  must  be
         implemented  because  of the  lack  of any  viable  strategic  alliance
         partners  at this  time.  Upon  launch,  products  offered  will not be
         limited  to  Panel  Membership  since  that  subsidiary  will not be in
         existence when this finance company subsidiary has been formed.

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

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


                                       4
<PAGE>

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

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

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

         The  Company's  plan of operation for the next 12 months is to fund the
basic  requirements of the parent and foregoing  subsidiaries  to be formed,  to
seek appropriate financing to further its merger and/or acquisition strategy and
to implement mergers and/or acquisitions.

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

Description of the New Plan

The Parent Company

         The Company's information infrastructure,  or "Infostructure," provides
the  lifeblood  of  shared  information  across  numerous  differing   computing
platforms,   networks,  and  differing  information  modalities  to  achieve  an
efficient flow of timely and accurate information.

         The  Infostructure  houses its own Internet  Service  Provider  ("ISP")
combined  with  an  intertwining  network  of  computers  forming  separate  but
interlinking Virtual Private Networks ("VPN"),  Intranets and Extranets, and the
synthesis of firewalls, secured routers, biometric devices and in-house security
procedures to maintain a secured physical and electronic environment.

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

         The  Company  will  house  its own  hardware,  back up  systems,  proxy
servers,  and off-site redundant servers.  Biometric personal  identification in
the form of  retinal,  finger,  and  facial  scans  will be  required  to access
information.

         The  Company  will  have the  unique  ability  to amass  data  from any
subsidiary.  By  employing  computing  techniques  such as pattern  association,
artificial intelligence,  pattern matching, hypothesis testing, data clustering,
genetic algorithms and other computational  techniques  collectively referred to
as "Data  Mining,"  the Company will be able to "drill"  through the data.  This
Data Mining will enable the Company to monitor  subsidiary  performance,  fiscal
accountability,  the success of multi-subsidiary  marketing efforts, to identify
and  respond  to rapid  market  changes  and to comply  with  state and  federal
regulations.


                                       5
<PAGE>

         Each  subsidiary  at the mature  time will have its own VPN,  Intranet,
Extranet and Internet  access portals that are the sole  responsibility  of that
subsidiary,  but which can be accessed by the Company for information  retrieval
at any time.

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

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

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

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.


                                       6
<PAGE>

     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.

Subsidiary 3-The Finance Company

         Phase I consists  of a finance  subsidiary  providing  clients of ADSsm
Panel  Members  and  directly  to  Panel  Members  pre-judgment,   unliquidated,
intangible "Rights Financing" to fund estate, subsidy,  medical expense and cost
reimbursement  loans to plaintiffs'  and their Panel Members in personal  injury
cases and will be launched when appropriate  financing is in place and there are
no viable strategic  alliance  partners with or without existing  infrastructure
available.  Upon  launch,  panel  membership  will not be  required  since  that
subsidiary will not have been formed at the time.

         This  form  of   un-liquidated   Rights   financing   is  fraught  with
professional  and business  difficulty.  In Rights  Financing,  the  traditional
criteria for extension of credit,  including net worth, tangible physical assets
as security and good credit are irrelevant.  The sole basis for Rights Financing
decisions is the strength of the  plaintiff's  claim to receive  compensation at
some  undetermined  time in the future.  Attorney ADSsm Panel Members,  who have
been  screened for their proven track  records and high esteem within their peer
group, will assist in the screening of cases to be financed by this subsidiary.

         Future products of the finance company subsidiary may include,  but not
be limited to, expanded financing for clients and Panel Members in other subject
matter   conflict   areas,   expansion  to  include   financing  or   purchasing
post-judgment  quasi-liquidated rights, financing cases for clients of non-Panel
Members and financing or purchasing  non-litigious  Rights,  whether tangible or
intangible, liquidated or un-liquidated.


                                       7
<PAGE>

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:

         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.


                                       8
<PAGE>

         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.


                                       9
<PAGE>

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

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

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

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

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

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

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

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

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

         o      The fifth responsibility is to verify medical specials.

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

         o      The seventh responsibility is to monitor work in progress.

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

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

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

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

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


                                       10
<PAGE>

         o      The thirteenth responsibility is to co-ordinate all evaluations

         An information  network  similar to ADSsm will support this  subsidiary
allowing  panel  members  previously   described   permitting  insured  clients,
professional  claims  personnel  and  Approved  Attorney  Service  Providers  to
interactively communicate with each other and for Panel Members to interact with
fellow Panel Members throughout the United States.

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

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

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

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

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

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

Patents, Service Marks, Domain Names and Licenses

Service Marks

         The Company has applied for the following  service marks.  The notation
"sm" means a U.S. Patent and service mark that has been applied for and approval
is  pending.  Because  of the  lack of  activity  the  U.S.  Patent  Office  has
classified these service marks as "Dead". Accordingly, the marks are not current
and there can be no  assurance  that they will be  re-issued  at any time in the
future.

     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.


                                       11
<PAGE>

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

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

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

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

Domain Names

The Company has obtained the following domain names:

         o    1stbanknetusa.com - The finance company subsidiary.

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

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

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

         o    1stnetlegalinsurance.com - The legal insurance subsidiary.

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

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

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

         o    adr-usa.com - Appropriate Dispute Resolution.

         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.


                                       12
<PAGE>

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

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

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

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

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

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

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

         o    conflictcare.com - The parent company's primary business website.

         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.



                                       13
<PAGE>

Patents

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

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

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

Charitable Affiliates

         The "Integrative Law Forum" is a 501(c)(3) public charity  dedicated to
the teaching,  practice and public awareness of integrative  conflict resolution
and is funded by public and private  donations,  referral  fees from ADSsm panel
members and 5% of the pre-tax  profit of the LSOsm.  Robert G. Berry is the sole
officer and director of the foundation.  Since inception this foundation has not
received  any funds.  Because of the lack of any  substantial  activity for more
than three years,  the  designation  of this charity may be changed to a private
foundation.  The Company is currently exchanging  correspondence with the IRS on
this issue and is viewed by the IRS as a "presumptive public charity."

         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 and is funded by public and private  donations and 5% of the pre-tax
profits of both the Rights  financing  bank and the  property/casualty/workman/s
compensation insurance company. Robert G. Berry is the sole officer and director
of the foundation. . Since inception this foundation has not received any funds.
Because  of the lack of  substantial  activity  for more than three  years,  the
designation of this charity may be changed to a private foundation.  The Company
is currently exchanging  correspondence with the IRS on this issue and is viewed
by the IRS as a "presumptive public charity."


ITEM 2.  DESCRIPTION OF PROPERTY

         The  corporate  office and  telephone  number for the  Company  are the
personal  residence and telephone  number of Mr. Robert G. Berry,  currently the
sole officer 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 2004.



                                    PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The  common  stock is quoted on the  over-the-counter  market  (OTC BB)
under the symbol "GPLA" and quoted in the pink sheets  published by the National
Quotations Bureau.


                                       14
<PAGE>

         Our common shares are  designated as "penny stock" and thus may be more
illiquid.  The SEC has adopted  rules (Rules 15g-2 through l5g-6 of the Exchange
Act), which regulate broker-dealer  practices in connection with transactions in
"penny stocks." Penny stocks generally are any non-NASDAQ equity securities with
a price of less than $5.00, subject to certain exceptions. The penny stock rules
require a  broker-dealer  to deliver a  standardized  risk  disclosure  document
prepared  by the SEC,  to  provide  the  customer  with  current  bid and  offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson in the transaction,  monthly account  statements  showing the market
value of each  penny  stock  held in the  customers  account,  to make a special
written  determination  that the penny  stock is a suitable  investment  for the
purchaser  and receive the  purchaser's  written  agreement to the  transaction.
These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity, if any, in the secondary market for a stock that is subject to
the penny stock  rules.  Since our common  shares are subject to the penny stock
rules,  persons  holding or receiving  such shares may find it more difficult to
sell their  shares.  The market  liquidity  for the shares could be severely and
adversely  affected by limiting the ability of broker-dealers to sell the shares
and the ability of shareholders to sell their stock in any secondary market.

         The  trading  volume  in the  Common  Stock  has been and is  extremely
limited.  The limited  nature of the trading market can create the potential for
significant  changes in the  trading  price for the Common  Stock as a result of
relatively  minor  changes in the supply and demand for Common Stock and perhaps
without  regard to our  business  activities.  Because  of the lack of  specific
transaction  information and our belief that  quotations  during the period were
particularly  sensitive to actual or anticipated volume of supply and demand, we
do not believe that such quotations  during this period are reliable  indicators
of a trading market for the Common Stock.

         The  market  price of our common  stock may be  subject to  significant
fluctuations  in response  to numerous  factors,  including:  variations  in our
annual or quarterly financial results or those of our competitors; conditions in
the economy in general;  announcements of key developments by competitors;  loss
of key personnel;  unfavorable  publicity  affecting our industry or us; adverse
legal  events   affecting  us;  and  sales  of  our  common  stock  by  existing
stockholders.  The last  reported sale of our  unrestricted  common stock was on
March 23, 2005 at a price of $0.20.

         As of March 27, 2005, there were  approximately 90 holders of record of
the Company's common stock. This number excludes the number of beneficial owners
of shares, if any, held in street name.

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

RECENT SALES OF UNREGISTERED SECURITIES

         In 2004, Mr. Jon Jenkins, the second largest shareholder of the Company
purchased  the  1,200,000  shares of stock owned by the Nation of the  Menominee
Tribe of Wisconsin for the cash sum of Fifty Thousand Dollars ($50,000.00).



                                       15
<PAGE>

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

Forward Looking Statements

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

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

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

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

Plan of Operation

         Since announcement of the New Business Plan, which is set forth in Item
1.  Description  of Business  located  elsewhere  in this Annual  Report on Form
10-KSB for the fiscal year ended  December  31, 2004 there have been no material
developments towards implementation, funding, or development of the New Plan. No
elements of the New Plan have been implemented  except for the completion of the
Company's  website  (http://conflictcare.com/),  and the Company has no revenues
from  business  operations.  The Company is in the  process of actively  seeking
merger and/or acquisitions of existing  companies.  These merger and acquisition
activities are contingent on the Company's ability to raise substantial  amounts
of capital,  locating and hiring a qualified  management team, engaging multiple
third-party service providers to design and implement a complex, Internet-based,
information  handling  system  for  the  Company  and  its  proposed  family  of
subsidiaries, and entering into agreements and alliances with attorneys, lending
and financial service providers,  insurance providers, and other risk-management
professionals.  Significant  aspects  of the  Company's  New  Plan  are  new and
unproven in the marketplace. Such acquisitions may create business opportunities
for the Company  completely  unrelated to the New Plan.  Accordingly,  there are
substantial  risks and  uncertainties  associated with investment in the Company
which  are more  fully set forth in the  "Risk  Factors"  section  below of this
Annual Report.


                                       16
<PAGE>

         There may be market or other  barriers to entry or unforeseen  factors,
which could render the New Plan to be not feasible. Accordingly, the Company may
refine,  rewrite,  or abandon some or all elements of the New Plan,  which might
benefit the Company and its shareholders.

         Apart from any cash  requirements  necessary to implement the New Plan,
the Company  will  continue to incur  expenses  relating to  maintenance  of the
Company  in good  standing,  filing  required  reports  with  the SEC and  other
regulatory agencies, and investigating  potential business ventures. The Company
believes  that  such  additional   maintenance  expenses  will  be  advanced  by
management or principal stockholders as loans to the Company. However, there can
be no assurance  that the  management or  stockholders  will continue to advance
operating funds to the Company.

Risk Factors

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

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

         We have an  unproven  and  untested  business  plan  only.  You  should
consider  our business  and  prospects  in light of the risks and  uncertainties
encountered  by  technology  companies  in  evaluating  whether to invest in our
Company. There are many reasons why we may not be successful in implementing our
strategy including but not limited to:


         o    Significant  funding  will be  required  to  implement  its merger
              and/or  acquisition  strategy  when it does not have existing cash
              flow, and the worth of the ideas cannot be proven without funding.

         o    The   inability  to  design  the   Internet   and   computer-based
              infrastructure  contemplated  in our New Plan necessary to provide
              the array of legal, insurance, and financial products discussed in
              the New Plan;

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

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

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

         o    The inability to respond effectively to competitive pressures;

         o    The loss of key personnel;

         o    The failure to comply with governmental regulations.


                                       17
<PAGE>

         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.

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

         o    Existing companies financing loans to clients.

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


                                       18
<PAGE>

         For the  fiscal  year  ended  December  31,  2004 we had a net  loss of
$45,212  and an  accumulated  deficit of  $1,266,605.  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  together  with
private   investment  company  funds  to  support  its  merger  and  acquisition
activities  but cannot assure that  financing  will be available  when needed or
that, if available, it will be on terms favorable to us or our stockholders.  If
needed funds are not  available,  we may be unable to implement the New Plan and
the family of service subsidiaries  contemplated by the plan. We may be required
to take other actions that may lessen the value of our Common  Stock,  including
borrowing  money on terms that are not  favorable  to us. If we raise the needed
funds  through the sale of  additional  shares of our Common Stock or securities
convertible into shares of our Common Stock dilution to current stockholders may
result.

We are subject to competition.

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


                                       19
<PAGE>

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

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

The Company does not intend to pay dividends.

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

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

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

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

         There may be market or other  barriers to entry or  unforeseen  factors
that make the concepts set forth in our New Plan unfeasible. For this reason, we
might refine,  rewrite,  expand, contract or abandon some or all elements of the
Plan.  In  conjunction  with the Plan,  or as an  alternative  thereto,  we will
continue  to  consider   acquisition  or  merger   opportunities  with  existing
businesses   that  might  benefit  the  Company  and  its   shareholders.   Such
acquisitions  may  create  business  opportunities  for the  Company  completely
unrelated to the New Plan.

New Accounting Pronouncements

         Gameplan  does not expect the  adoption of recently  issued  accounting
pronouncements to have a significant impact on Gameplan's results of operations,
financial position, or cash flow.



                                       20
<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





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


 Report of Independent Registered Public Accounting Firm & Financial Statements

                                December 31, 2004






                                       21
<PAGE>




                          INDEX TO FINANCIAL STATEMENTS


                                TABLE OF CONTENTS


                                                                          PAGE

Report of Independent Registered Public Accounting Firm                    F-1

Consolidated Balance Sheet -- December 31, 2004                            F-2

Consolidated Statements of Operations for the Years Ended
December 31, 2004 and 2003, and for the Period from Inception
[April 27, 1984] through December 31, 2004                                 F-3

Consolidated Statements of Stockholders' Equity/(Deficit)
for the Years Ended December 31, 2004 and 2003, and for the
Period from Inception [April 27, 1984] through December 31, 2004           F-4

Consolidated Statements of Cash Flows for the Years Ended
December 31, 2004 and 2003, and for the Period from Inception
[April 27, 1984] through December 31, 2004                                 F-6

Notes to Financial Statements                                              F-7





                                       22
<PAGE>



             Report of Independent Registered Public Accounting Firm

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, 2004, and the related consolidated  statements of operations,  stockholders'
deficit,  and cash flows for the years ended December 31, 2004 and 2003, and the
period from inception through December 31, 2004. 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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over  financial  reporting.  Accordingly,  we express no such opinion.  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, 2004,  and the results of operations and cash
flows for the years ended  December  31, 2004 and 2003,  and for the period from
inception  [April 27,  1984]  through  December  31, 2004,  in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that GamePlan,
Inc. will continue as a going  concern.  As discussed in Note 7 to the financial
statements,  the Company has experienced  recurring losses from operations since
its inception and has a net working capital  deficiency which raises 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 15, 2005


                                      F-1
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                           Consolidated Balance Sheets
                                December 31, 2004



                                     ASSETS
Current Assets
     Cash                                                           $       376
                                                                    -----------
Total Current Assets                                                        376

Fixed Assets
     Property & Equipment                                                 1,604
         Accumulated Depreciation                                        (1,604)
                                                                    -----------
Total Fixed Assets                                                         --

Total Assets                                                        $       376
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities                                                        --
                                                                    -----------
Total Current Liabilities                                                  --

Long-Term Liabilities
     Payable to Shareholder - Note 3                                    524,191
                                                                    -----------
Total Long-Term Liabilities                                             524,191
                                                                    -----------

Total Liabilities                                                       524,191

Stockholders' Equity
     Common stock, $.001 par value,
        40,000,000 shares authorized, 15,225,000
        issued and outstanding                                           15,225
     Additional Paid in Capital                                         727,566
     Deficit accumulated during development stage                    (1,266,605)
                                                                    -----------
Total Stockholders' Equity                                             (523,814)
                                                                    -----------
Total Liabilities and Stockholders' Equity                          $       376
                                                                    ===========


                 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, 2004 and 2003
  and for the Period from Inception [April 27, 1984] through December 31, 2004


                                                For the Year     Four Months
                                                   ended            ended
                                                December 31,     December 31,     Inception to
                                                    2004             2003           12/31/04
                                                ------------     ------------     ------------
<S>                                             <C>              <C>              <C>
Revenues
     Consulting fees - Note 3                   $       --       $       --       $    768,042
     Commissions - Note 4                               --               --            137,034
     Other Income - Note 6                              --               --             27,168
                                                ------------     ------------     ------------
Total Revenue                                           --               --            932,244
Expenses
     General and Administrative                       20,551            9,428        2,044,031
                                                ------------     ------------     ------------
Total Expenses                                        20,551            9,428        2,044,031
                                                ------------     ------------     ------------

Operating Loss                                       (20,551)          (9,428)      (1,111,787)

Other Income and Expenses
     Interest Income                                    --               --             16,064
     Interest Expense                                (24,661)         (26,897)        (540,241)
     Gain/(loss) on sale of assets - Note 6             --               --            (29,477)
                                                ------------     ------------     ------------
Total Other Income/(Expense)                         (24,661)         (26,897)        (553,654)
                                                ------------     ------------     ------------
Net Loss Before Taxes                                (45,212)         (36,325)      (1,665,441)
     Income Taxes                                       --               --              1,164
                                                ------------     ------------     ------------
Net Loss Before Extraordinary Items                  (45,212)         (36,325)      (1,666,605)
                                                ------------     ------------     ------------
Extraordinary Item
     "Lost Opprotunity" settlement - Note 10            --               --            400,000
                                                ------------     ------------     ------------
Net Income From Extraordinary Items                     --               --            400,000

Net (Loss)                                      $    (45,212)    $    (36,325)    $ (1,266,605)
                                                ============     ============     ============

Loss Per Share from continuing operations
     Before Extraordinary item                  $      (0.01)    $      (0.01)    $      (0.22)
     Extraordinary item                                 0.00             0.00             0.05
                                                ------------     ------------     ------------
Income/(Loss) per share                                (0.01)           (0.01)           (0.17)
                                                ============     ============     ============
Weighted Average Shares Outstanding               15,225,000       15,225,000        7,771,586

</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 Period From Inception [April 27, 1984] through December 31, 2004



                                                                  Additional                          Net
                                    Common          Common          Paid-in       Accumulated     Stockholders'
                                    Shares          Stock           Capital         Deficit          Equity
                                  -----------     -----------     -----------     -----------     ------------
<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, December 31, 1991          6,500,000           6,500          30,791          (5,621)          31,670

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

Issued 1,200,000 shares of
  restricted common stock
  in satisfaction of debt,
  December 31, 1993                 1,200,000           1,200         248,800                          250,000

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

Net loss, 1994                                                                       (306,974)        (306,974)
                                  -----------     -----------     -----------     -----------     ------------
Balance, December 31, 1994          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 Period From Inception [April 27, 1984] through December 31, 2004
                                  [continued]



                                                                  Additional                          Net
                                    Common          Common          Paid-in       Accumulated     Stockholders'
                                    Shares          Stock           Capital         Deficit          Equity
                                  -----------     -----------     -----------     -----------     ------------
<S>                               <C>             <C>             <C>             <C>             <C>
Net loss, 1995                                                                       (215,677)        (215,677)
                                  -----------     -----------     -----------     -----------     ------------
Balance, December 31, 1995          7,700,000           7,700         279,591      (1,160,072)        (872,781)

Issued 4,500,000 shares of
 common stock in satisfaction
 of debt, October 7, 1996           4,500,000           4,500         445,500                          450,000

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

Net loss, 1997                                                                        (46,264)         (46,264)
                                  -----------     -----------     -----------     -----------     ------------
Balance, December 31, 1997         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, December 31, 1998         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, December 31, 1999         15,225,000          15,225         727,566      (1,023,244)        (280,453)

Net loss, 2000                                                                        (77,320)         (77,320)
                                  -----------     -----------     -----------     -----------     ------------
Balance, December 31, 2000         15,225,000          15,225         727,566      (1,100,564)        (357,773)

Net loss, 2001                                                                        (49,232)         (49,232)
                                  -----------     -----------     -----------     -----------     ------------
Balance, December 31, 2001         15,225,000          15,225         727,566      (1,149,796)        (407,005)

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

Net loss, 2003                                                                        (36,325)         (36,325)
                                  -----------     -----------     -----------     -----------     ------------
Balance, December 31, 2003         15,225,000          15,225         727,566      (1,221,394)        (478,603)

Net loss, 2004                                                                        (45,212)         (45,212)
                                  -----------     -----------     -----------     -----------     ------------
Balance, December 31, 2004         15,225,000          15,225         727,566      (1,266,605)        (523,814)
                                  ===========     ===========     ===========     ===========     ============

</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, 2004 and 2003
  and for the Period from Inception [April 27, 1984] through December 31, 2004


                                                                For the Year    For the Year
                                                                   ended            ended       Inception to
                                                                December 31,    December 31,    December 31,
                                                                    2004            2003            2004
                                                                ------------    ------------    ------------
<S>                                                             <C>             <C>             <C>
Cash Flows From Operating Activities
     Net Loss                                                   $    (45,212)   $    (36,325)   $ (1,266,606)
     Adjustments to reconcile net (loss) to
     net cash provided by operating activities:
     Depreciation                                                        267             321         174,645
     Bad debt expense                                                    911            --               911
     Notes issued in exchange for interset expense                      --              --            59,588
     Notes issued in exchange for accrued interest                      --              --            49,589
     Issued common stock for development cost - Note - 13               --              --             3,000
     Loss/(gain) on disposal of property & Equipment                    --              --            29,477
     Increase/(decrease) in accrued interest                          24,661          26,897         190,152
                                                                ------------    ------------    ------------
        Net Cash Provided by/(Used for) Operating Activities         (19,373)         (9,107)       (759,244)
Cash Flows Provided by/(used) From Investing Activities
     Capital expeditures                                                --              --          (520,761)
     Proceeds from disposal of property and equipment                   --              --           316,641
                                                                ------------    ------------    ------------
Net Cash Provided by/(Used for) Investing Activities                    --              --          (204,120)
Cash Flows provided by/(Used for) Financing Activities
     Proceeds from loans                                              19,500           8,900       1,454,967
     Loan principal payments                                            --              --          (531,018)
     Proceeds from the issuance of common stock                         --              --            39,791
                                                                ------------    ------------    ------------
Net Cash Provided by/(Used for) Financing Activities                  19,500           8,900         963,740
        Net increase/(Decrease) in cash                                  127            (207)            376
Beginning Cash Balance                                                   249             456            --
                                                                ------------    ------------    ------------
Ending Cash Balance                                             $        376    $        249    $        376
                                                                ============    ============    ============
Supplemental Discloser of Cash Flow Information:
     Cash paid during the year for Interest                     $       --      $       --      $       --
</TABLE>


                 See accompanying notes to financial statements


                                      F-6
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                                December 31, 2004

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  inter-company  transactions have been
         eliminated.  The  following  summarizes  the more  significant  of such
         policies:

         (B)    Cash

         Cash  consists of cash on deposit in commercial  banks.  As of December
         31, 2004, the Company had $376 in cash deposits.

         (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.


                                      F-7
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                          December 31, 2004 [continued]

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [continued]

         (F)    Impact of New Accounting Standards

         Recently  Enacted  Accounting  Standards - In March 2004, the Financial
         Accounting  Standards  Board  published an Exposure  Draft  Share-Based
         Payment,  an Amendment of FASB  Statements No. 123 and 95. The proposed
         change in accounting  would replace  existing  requirements  under SFAS
         123,  Accounting for Stock-Based  Compensation,  and APB Opinion No 25,
         Accounting  for Stock Issued to  Employees.  Under this  proposal,  all
         forms of share-based  payments to employees,  including  employee stock
         options,  would be treated the same as other forms of  compensation  by
         recognizing  the related cost in the income  statement.  The expense of
         the award would  generally be measured at fair value at the grant date.
         Current  accounting  guidance  requires  that the  expense  relating to
         so-called  fixed plan  employee  stock options only be disclosed in the
         footnotes  to the  financial  statements.  The  comment  period for the
         exposure draft ended November 30, 2004.

NOTE 2   PROPERTY AND EQUIPMENT

         Property and equipment are summarized as follows:

                                                 2004       2003
                                               --------   --------
         Office Furniture & Equipment          $  1,604   $ 59,164
         Less:  Accumulated Depreciation         (1,604)   (58,897)
                                               --------   --------
         Net Property & Equipment              $      -   $    267
                                               ========   ========

         Depreciation expense was $267 and $321 for 2004 and 2003, respectively.
         In 2004 office furniture and equipment  totaling $57,560 were disposed.
         The  disposed  assets  were fully  depreciated  and no gain or loss was
         recognized.

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.


                                      F-8
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                          December 31, 2004 [continued]

NOTE 3   RELATED-PARTY TRANSACTIONS [continued]

         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 additional
         shares for  issuance or sale that is subject to  underwriter  approval.
         The termination of the above-referenced  agreement does not affect this
         portion of the agreement.

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


                                      F-9
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                          December 31, 2004 [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  superseded 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, 2004.

                                    Additional
         Principal     Interest      Interest                      Maturity
          Balance     Compounded     Accrued        Total            Date
         ---------    ----------    ----------    ---------    ----------------
         $ 167,510    $  240,325    $   23,300    $ 431,135    January 1, 2006
            10,890        72,317         9,848       93,055    February 1, 2006
         ---------    ----------    ----------    ---------    ----------------
         $ 178,400    $  312,642    $   33,148    $ 524,191

         The first note is payable to the Company's  president.  On February 17,
         1996, the Company issued notes  totaling  $695,500,  which extended the
         maturity date on a prior loan. On October 7, 1996,  the Company  issued
         3,500,000  shares of $.001 par value  common stock in  satisfaction  of
         $350,000 of the note payable and paid a principal reduction of $260,890
         in cash. The Company paid an additional  principal reduction of $20,000
         on October 16, 1996. Since 1996,  additional  advances of approximately
         $102,900  have been made to the Company to pay  operating,  general and
         administrative expenses.

         The second note is payable to another investor.  This was originally an
         unsecured note payable to two other individuals. Principal of $245,000,
         along with accrued  interest,  were due to be paid on or before October
         1, 1994.  During November,  1994, the Company paid principal of $45,000
         along  with  $19,600  accrued  interest,   and  renewed  the  remaining
         principal  balance of $200,000.  On October 7, 1996, the Company issued
         1,000,000  shares of $.001 par value  common stock in  satisfaction  of
         $100,000 of the note  payable and paid an  additional  $89,110 in cash.
         The Company  issued a new promissory  note for the remaining  principal
         plus interest.  In February,  1999, this note plus the right to receive
         all accrued  interest  was  assigned to two other  individuals  who are
         shareholders  of the  Company.  A series of new notes have been written
         naming those  individuals and compounded  interest  through February 1,
         2006.  The Company has recorded  accrued  interest on this note through
         December 31, 2004.


                                      F-10
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                          December 31, 2004 [continued]

NOTE 3   RELATED-PARTY TRANSACTIONS [continued]

         (C)    Related Party Receivable

         In 2004 the Company made no payments to related parties.  In January of
         2003 the Company paid  professional fees of $911 on behalf of a related
         party.  The related party shares common  ownership and management  with
         the Company.  The advance is  receivable on demand,  is unsecured,  and
         bears no  interest.  The Company  determined  it best to write off this
         receivable in 2004.

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  un-issued
         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.

         On December 30, 1993, the Company issued 1,200,000 shares of restricted
         common stock in  satisfaction  of debt. The shares were valued at $.001
         per share.

         On October 7, 1996, the Company issued  4,500,00 shares of common stock
         in satisfaction of debt. The shares were valued at $.001 per share.

         In 1998,  the Company issued  3,000,000  shares pf common stock for R&D
         expenses. The shares were valued at $.001 per share.

         In 1999, the Company issued 25,000 shares pf common stock for cash. The
         shares were valued at $.001 per share.


                                      F-11
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                          December 31, 2004 [continued]

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/GOING CONCERN

         The Company has incurred losses from inception amounting to $1,265,694,
         has a net working capital deficit,  and has no operating revenue source
         as of December 31, 2004. 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.

         The  Company's  financial   statements  are  prepared  using  generally
         accepted  accounting  principles  applicable  to a going  concern  that
         contemplates  the  realization of assets and liquidation of liabilities
         in the normal  course of  business.  The Company has limited  financial
         resources and its operations  during the period ended December 31, 2004
         were  unprofitable.  As the  Company is still  commencing  its  planned
         principal  operations,  no revenues were earned during the period ended
         December 31, 2004.  These  factors  raise  substantial  doubt about its
         ability to continue as a going concern.

         The Company is preparing its  operations  for prepaid  legal  services.
         Further,  efforts  are being made to market the  Company's  business to
         potential  consumers.  If the Company is  unsuccessful in these efforts
         and cannot attain  sufficient  revenues  from these  services to permit
         profitable  operations  or if it cannot  obtain a source of  funding or
         investment, it may substantially curtail or terminate its operations.

NOTE 8   OPERATING LEASES

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

NOTE 9   ACCOUNTING FOR TAXES

         The Company  applies  Statement of Financial  Accounting  Standards No.
         109, Accounting for Income Taxes. The Standard requires the recognition
         of deferred tax assets and  liabilities  for the temporary  differences
         between the  financial  reporting  basis and tax basis of the Company's
         assets and  liabilities  at enacted tax rates  expected to be in effect
         when such  amounts are  realized or settled.  Any deferred tax benefits
         arising from operating  losses carried forward would be offset entirely
         by a valuation  allowance  since it is not likely that the Company will
         be  sufficiently  profitable  in the  future to take  advantage  of the
         losses  carried  forward.  The Company has no timing  differences.  Net
         operating  loss carry forward  amounts  expire at various times through
         2018.


                                      F-12
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                          December 31, 2004 [continued]

NOTE 9   ACCOUNTING FOR TAXES [continued]


                                                   Estimated
        Deferred Tax Asset                            NOL      Rate      Tax
        ----------------------------------------   ---------   ----   ---------
        Federal loss carryforward (expires 2024)   1,260,984    34%   $ 428,735
        Valuation allowance                                            (428,735)
                                                                      ---------
            Deferred tax asset                                        $       0
                                                                      =========

         This  valuation  allowance  has  increased  $13,961 over the prior year
         amount of $414,774. $5,621 in NOLs expired in 2004.

         Income tax expense  differs  from  amounts  computed  by  applying  the
         statutory Federal rate to pretax income as follows:

                                                       Years ended December 31,
                                                          2004        2003
                                                         ------      ------
          Federal statutory rate                            34%         34%
          Effect of:
            Change in valuation allowance,
            Federal and State; and other                   -34%        -34%
                                                        ==----      ------
          Effective tax rate                               0.0%        0.0%
                                                        ======      ======

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.



                                      F-13
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                          December 31, 2004 [continued]

NOTE 11  STOCK OPTIONS (continued)

         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,
         2003.

NOTE 12  BUSINESS PURPOSE

         The Company,  concluding that its prior business purpose was not viable
         long term, ceased its gaming consulting  operations in 1996. Since that
         time,  the Company's  majority  shareholder  has developed  several new
         business plans supported by statistics and numerous  un-coded  software
         programs.  The  several  business  plans set forth,  in  detail,  a new
         methodology for dispute resolution in the United States. It consists of
         GamePlan,  Inc., as the parent company with several  subsidiaries to be
         formed, including two membership plans, a Rights financing company, two
         insurance  companies,  an escrow  company,  an  electronic  brief  bank
         retrieval,  and a legal web site providing  useful  information and the
         access portal to Gameplan,  Inc., and its  subsidiaries to be formed as
         more fully described in Part I, Item 1 "Description of Business" of the
         Company's 10-KSB annual report.

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

         The Company has not been  successful  in  identifying  suitable  merger
         and/or acquisition  candidates.  While the Company continues to believe
         that this  strategy  will forward the business of the Company  rapidly,
         because our several  business models are conceptual only and without an
         operating  history,  our  merger/acquisition  activities  have not been
         received  favorably.  While the Company  will  continue  its search for
         viable  and  suitable  merger  and/or  acquisition  candidates  for the
         foreseeable  future, the Company cannot delay the implementation of any
         part of its  business  plan any longer.  Accordingly,  the company will
         immediately seek debt/equity or a combination of debt/equity  financing
         to create  and launch the  Rights  Financing  subsidiary  as more fully
         described in Part 1, Item I "Description  of Business" of the Company's
         10-KSB annual report.


NOTE 13  ISSUANCE OF STOCK

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


                                     F-14

<PAGE>

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

None

ITEM 8A.   CONTROLS AND PROCEDURES

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

         As required by Rules  13a-15 and 15d-15  under the  Exchange  Act,  the
Certifying Officers carried out an evaluation of the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of December
31,  2004.  Their  evaluation  was carried out with the  participation  of other
members of the Company's management. Based upon their evaluation, the Certifying
Officers  concluded that the Company's  disclosure  controls and procedures were
effective.

         The Company's  internal  control over financial  reporting is a process
designed by, or under the supervision  of, the Certifying  Officers and effected
by the Company's Board of Directors,  management and other personnel, to provide
reasonable  assurance  regarding  the  reliability  of the  Company's  financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting  principles.  Internal
control over financial  reporting  includes policies and procedures that pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the Company's  assets;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of the Company's  financial  statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the  authorization of the Company's Board
of  Directors  and  management;   and  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of the  Company's  assets  that could have a  material  effect on its  financial
statements.  There has been no change in the  Company's  internal  control  over
financial  reporting that occurred in the quarter ended December 31, 2004,  that
has  materially  affected,  or is  reasonably  likely to affect,  the  Company's
internal control over financial reporting.

ITEM 8B.   OTHER INFORMATION

         There is no  information to be disclosed in a report on Form 8-K during
the fourth  quarter of the year  covered by this Form  10-KSB  that has not been
previously filed with the Securities and Exchange Commission..



                                       37
<PAGE>


                                    PART III

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

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

NAME                  AGE        POSITION

Robert G. Berry        69        Chief Executive Officer, President, Secretary
                                 and Director
John Sien              56        Director

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

         During the quarter ended September 30, 2004 Mr. John Sien was appointed
to our Board of  Directors.  In  conjunction  with his  appointment  the Company
granted him an option to purchase 100,000 shares of the common stock of GamePlan
at $0.05 per share. The grant of option date was August 11, 2004.

         Mr.  Sien,  is  currently  Vice  President,  Strategic  Alliances,  for
Micromuse,  Incorporated of San Francisco,  CA, a leading  provider of business,
network,  security, and IT management solutions. Prior to joining Micromuse, Mr.
Sien  was  President  of Sien &  Associates  LLC,  where  he  provided  business
planning,  technology consulting,  and investment sourcing services to Gameplan,
Inc as well as economic development consulting services to the public sector. In
addition, Mr. Sien has held executive and senior management positions at Hewlett
Packard  Company  including  Vice  President,   Corporate   Accounts,   Managing
Principal,  HP Consulting and  Integration,  and General  Manager of Operations,
Sales and Marketing for HP Components Group. Mr. Sien brings extensive executive
management,  general management,  sales, and marketing  experience to Gameplan's
Board of  Directors.  He spent the  majority  of his  career  working in Silicon
Valley.  He  is  skilled  in  software,  hardware,  and  services  solutions  in
Information  Technology,   Network  Technology,   Business  Processes,  and  Web
Services.  Mr.  Sien has a  Bachelors  Degree in  Electrical  Technology  with a
Business  Administration  minor.  He  is  a  certified  Business  Retention  and
Expansion Consultant and member of BREI. He is also on the Advisory Board of the
University Of Nevada College of Engineering.

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

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Section 16(a) of the Exchange Act requires the Company's  directors and
executive officers,  and persons who own more than 10% of the outstanding shares
of the Company's  Common Stock, to file initial reports of beneficial  ownership
and reports of changes in  beneficial  ownership  of shares of Common Stock with
the Commission.  Such persons are required by Commission  regulations to furnish
the Company with copies of all Section 16(a) forms they file.

         No person who, at any time during our past fiscal year, was a director,
officer,  or beneficial owner of more than 10% of any class of equity securities
failed to file, on a timely basis,  any report  required by Section 16(a) of the
Exchange  Act during the most recent  fiscal year except that Mr.  Berry did, on
March  28,  2005  belatedly  file an  initial  Form 3  Statement  of  Beneficial
Ownership of Securities.


                                       38
<PAGE>

AUDIT COMMITTEE AND FINANCIAL EXPERT

         We do not have an Audit Committee. The Company's directors perform some
of the same  functions of an Audit  Committee,  such as;  recommending a firm of
independent  certified  public  accountants  to audit the financial  statements;
reviewing the auditors'  independence,  the financial statements and their audit
report;  and  reviewing  management's  administration  of the system of internal
accounting  controls.  The  Company  does not  currently  have a  written  audit
committee charter or similar document.

         We have no  audit  committee  financial  expert.  We  believe  the cost
related to retaining a financial  expert at this time is  prohibitive.  Further,
because of our  start-up  operations,  we believe  the  services  of a financial
expert are not warranted.

CODE OF ETHICS

         A code of ethics  relates  to  written  standards  that are  reasonably
designed to deter wrongdoing and to promote:

    1)   Honest and ethical conduct, including the ethical handling of actual or
         apparent  conflicts  of  interest  between  personal  and  professional
         relationships.

    2)   Full, fair, accurate,  timely and understandable  disclosure in reports
         and documents  that are filed with, or submitted to the  Securities and
         Exchange  Commission  and in other  public  communications  made by the
         Company.

    3)   Compliance with applicable government laws, rules and regulations.

    4)   The  prompt  internal  reporting  of  violations  of  the  code  to  an
         appropriate person or persons identified in the code; and

    5)   Accountability for adherence to the code.

         We have not  adopted a formal  code of ethics  statement.  The board of
directors  evaluated the business of the company and the number of employees and
determined  that since the business is operated by a small number of persons who
are also the  officers  and  directors  and many of the persons  employed by the
company are independent  contractors general rules of fiduciary duty and federal
and state criminal,  business  conduct and securities laws are adequate  ethical
guidelines.

SHAREHOLDER-DIRECTOR COMMUNICATION

         We have  neither a nominating  committee  for persons to be proposed as
directors  for  election  to the  board  of  directors  nor a formal  method  of
communicating  nominees from  shareholders.  We do not have any  restrictions on
shareholder  nominations under our certificate of incorporation or by-laws.  The
only restrictions are those applicable  generally under Nevada Corporate Law and
the federal proxy rules.  Currently the board of directors  decides on nominees,
on the  recommendation  of one or  more  members  of the  board.  The  board  of
directors will consider  suggestions  from individual  shareholders,  subject to
evaluation  of  the  person's  merits.   Stockholders  may  communicate  nominee
suggestions  directly to any of the board members,  accompanied by  biographical
details and a statement of support for the nominees.  The suggested nominee must
also provide a statement of consent to being considered for nomination. Although
there are no formal criteria for nominees,  the board of directors believes that
persons  should be  actively  engaged in  business  endeavors,  have a financial
background, and be familiar with acquisition strategies and money management.


                                       39
<PAGE>

         Because  the  management  and  directors  of the  Company  are the same
persons, the board of directors has determined not to adopt a formal methodology
for communications  from shareholders on the belief that any communication would
be brought to the boards' attention by virtue of the co-extensive employment.

         The board of directors  does not have a formal  policy of attendance of
directors at the annual meeting. It does encourage such attendance.  The Company
did not have an annual meeting in 2004.

ITEM 10. EXECUTIVE COMPENSATION

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

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

COMPENSATION OF DIRECTORS

         Persons  who are  directors  and  employees  will  not be  additionally
compensated  for  their  services  as a  director.  In 2004,  Mr.  John Sien was
appointed to our Board of Directors. Mr. Sien is not an employee and was granted
an option to purchase  100,000  shares of the common  stock of GamePlan at $0.05
per share.

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

OTHER COMPENSATION ARRANGEMENTS

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

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth,  as of March 27,  2005,  the name and
shareholdings  of each  person  who owns of  record,  or was  known by us to own
beneficially,* 5% or more of the shares of the common stock currently issued and
outstanding; the name and shareholdings, including options to acquire the common
stock, of each director;  and the  shareholdings  of all executive  officers and
directors  as a group.  Each of the  persons in the table  below has sole voting
power and sole  dispositive  power as to all of the shares shown as beneficially
owned by them, except as otherwise indicated.


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<PAGE>


                                              NUMBER OF       PERCENTAGE
                                               SHARES             OF
 NAME OF PERSON OR GROUP                       OWNED *        OWNERSHIP
 -----------------------                      ---------       ----------

 Robert G. Berry (1)                          9,397,000            61.7%
 Jon T. Jenkins (2)                           3,064,000            20.1%
 Jon T. Jenkins (3)                                   0             0.0%



 All executive officers and
 directors as a group (one person)            9,397,000            61.7%



 --------------

*    Beneficial  ownership is  determined  in  accordance  with the rules of the
Securities and Exchange  Commission and generally  includes voting or investment
power with  respect to  securities.  Shares of common  stock  issuable  upon the
exercise of options or warrants  currently  exercisable or convertible within 60
days,  are deemed  outstanding  for  computing the  percentage  ownership of the
person  holding  such  options or warrants  but are not deemed  outstanding  for
computing the  percentage  ownership of any other person.  All  percentages  are
calculated  based upon a total  number of shares  issued and  outstanding  as of
March 27, 2005, which number of shares is 15,225,000.


     (1)  Mr.  Berry's  address is 3701  Fairview Road Reno,  Nevada 89511.  The
          Robert G. Berry Trust holds the shares. Robert G. Berry is the trustee
          of the trust and has the sole power and  authority  to vote or dispose
          of the shares of Common Stock held by the trust.
     (2)  Mr. Jenkins  address is 5717 East Almeda Court,  Cave Creek, AZ 85331.
          Jon T. Jenkins owns 2,674,000 shares in his individual  capacity,  and
          has the  authority to vote or dispose of, as trustee,  390,000  shares
          held in trust for family members.
     (3)  Mr. Sien's address is 14275 Sorrel Lane,  Reno,  NV. 89511.  On August
          11,  2004,  Mr.  Sien,  a director,  was granted an option to purchase
          100,000 shares of the common stock of GamePlan at $0.05 per share.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Robert G. Berry Promissory Note

         On February 1, 1999,  the Company  entered into an amended and restated
promissory  note with Robert Berry,  pursuant to which the Company agreed to pay
Mr.  Berry  principal  then owing to Mr.  Berry of  $182,256,  representing  Mr.
Berry's  unreimbursed cash advances to the Company as of that date. The Note was
due  February  1, 2001 and bore  interest  at the rate of prime plus 2%.  During
1999,  Mr.  Berry  advanced  the  Company  $17,600.  A new note was  executed on
February 1, 2000, which extended the maturity date to February 1, 2002. In 2000,
Mr.  Berry  advanced  $37,200 to the  Company.  The  Company  executed a further
amended and restated note with Mr. Berry on January 1, 2001, which note replaced
and superceded all previous notes of the Company  payable to Mr. Berry.  The new
note was issued in the  principal  amount of  $290,192.44,  bore interest at the
rate of prime plus 2%, and extends the maturity of the Company's  obligations to
Mr. Berry to February 1, 2003. The entire unpaid  principal and interest was due
at maturity.  Additionally,  the Company executed a further amended and restated
note with Mr. Berry on January 1, 2002,  which note replaces and  supercedes all
previous notes of the Company  payable to Mr. Berry.  The new note was issued in
the principal  amount of  $327,407.84,  bears interest at the rate of prime plus
2%, and  maintained  the maturity of the Company's  obligations  to Mr. Berry at
February 1, 2003. Mr. Berry renewed this  promissory note in the total amount of
$431,135.31  after calculating  additional  advances to Jan. 1, 2005. The entire
unpaid  principal  and interest is due on or before March 1, 2006.  Mr. Berry is
the indirect owner of approximately 62% of the issued and outstanding  shares of
the Company.


                                       41
<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.  Mr.  Jenkins  agreed to renew this note in the total amount of $93,055.36
after  calculating  interest to Jan. 1, 2005.  The entire  unpaid  principal and
interest is due on or before March 1, 2006.  Jon Jenkins is the  beneficial  and
indirect owner of approximately 20% of the issued and outstanding  shares of the
Company.

ITEM 13. EXHIBITS

a.  Exhibits

Exhibit Number                           Name of Exhibit


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

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

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


(1) Filed herewith


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

         The company paid audit and  financial  statement  review fees  totaling
$4,255 for the fiscal year ended December 31, 2004 and $4,600 for the year ended
December 31, 2003 to Mantyla McReynolds, our current independent accountants.

Audit-Related Fees

         None

Tax Fees

         The company  paid tax return  preparation  fees  totaling  $350 for the
fiscal year ended December 31, 2004.


All Other Fees

         None

Audit Committee Policies & Procedures

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




                                       42
<PAGE>


                                   SIGNATURES


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

                                    (Registrant)  GAMEPLAN, INC.

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

                                           Date:  March 31, 2005


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



        Signature                       Title                         Date

   /s/ Robert G. Berry     President, Chief Executive Officer,    March 31, 2005
   -------------------     Secretary, Director and Chief
   Robert G. Berry         Financial Officer






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