U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



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

     For the fiscal year ended December 31, 1999
                               -----------------

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

     For the transition period from               to
                                    -------------    -------------

                               Commission File No.
                                   -----------
                                     0-27305


                                 GAMEPLAN, INC.
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

          NEVADA                                             87-0493596
         --------                                           ------------

(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)


                               3701 FAIRVIEW ROAD
                                 RENO, NV 98511
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (775) 853-3980

Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       OTCBB
Securities Registered under Section 12(g) of the Exchange Act:   Common


     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,   to  the  best  of  Company's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State Issuer's revenues for its most recent fiscal year:

                            December 31, 1999 - $0.

<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     December 31, 1999 - $4,614.  There are  approximately  4,614,000  shares of
common  voting stock of the Company not held by  affiliates.  Because  there has
been no established  "public  market" for the Company's  common stock during the
past five years, the Company has arbitrarily valued these shares at par value of
$0.001 per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
None, Not applicable;

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                 JANUARY 20, 2000
                                    15,225,000

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<PAGE>

                                     PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

     Organization and Charter Amendments.
     -----------------------------------

 On August 26, 1981,  Sunbeam  Solar Inc.  (the  "Predecessor  Company") was
organized  under the laws of the State of Utah.  The Company  was dormant  until
April 27, 1984, at which time common stock was issued.  The Company  offered and
sold  2,500,000  shares of common stock to Utah  residents and 750,000 shares of
common stock to the officers and  directors.  The offering was  completed in May
1985.

     In December  1991,  the  Predecessor  Company  reverse split its issued and
outstanding common stock on the basis of 1 for 5.

     In December 1991,  GamePlan,  Inc. (the "Company") was  incorporated in the
State of Nevada for the sole purpose of merging the Predecessor Company with and
into The  Company.  The  Company's  initial  authorized  capital was  50,000,000
shares,  consisting of 10,000,000 shares of preferred voting stock, par value of
One Mill ($0.001) and 40,000,000 shares of common voting stock, par value of One
Mill ($0.001).  A copy of the Company's  initial  Articles of  Incorporation  is
attached hereto and is incorporated herein by reference. See Item 13.

     On December 23, 1991, the Predecessor Company entered into a plan of merger
with the Company.  On December 31,  1991,  Articles of Merger were filed,  which
included the Plan of Merger as Exhibit A. The Company was the surviving  entity.
A copy of the Articles of Merger is attached hereto and is  incorporated  herein
by  reference.  See Item 13.  GamePlan  Inc. was and is the  surviving
corporation

     On December 30, 1993, the Company's  Articles of Incorporation were amended
to change the authorized  capital to 40,000,000 shares of $.001 par value common
stock with all stock of the  corporation  to be of the same class,  common,  and
have the same  rights and  preferences.  In  addition,  Article V was amended as
follows: "The authorized and treasury stock of this corporation may be issued at
such time,  upon such terms and  conditions  and for such  consideration  as the
Board of Directors  shall  determine.  Shareholders  shall not have  pre-emptive
rights  to  acquire  unissued  shares of stock of this  corporation.  Cumulative
voting on the  election of  directors  or on any other  matter  submitted to the
stockholders shall not be permitted." A copy of the Articles of Amendment to the
Articles of  Incorporation  is  attached  hereto and is  incorporated  herein by
reference. See Item 13.

     On September 22, 1999, the Company incorporated a wholly-owned  subsidiary,
in the State of Nevada, under the name "Gameplaninc.com". The Board of Directors
has authorized the Company to convey all assets,  liabilities  and operations to
the subsidiary at an undetermined date. As of the date of this report, no action
has been taken, nor does management anticipate the conveyance unless the Company
is party to a reorganization or merger.


     Material Changes in Control Since Inception and Related Business History.
     -------------------------------------------------------------------------

     In November 1991, Robert G. Berry individually  purchased a majority of the
issued and outstanding  common stock of the Predecessor  Company.  Subsequently,
the former  officers and  directors  resigned.  In 1997 Mr.  Berry  conveyed his
entire common stock  ownership to The Robert G. Berry Trust,  of which he is the
sole trustee (the "Trustee").  Mr. Berry does not individually own any shares in
the Company.  The Trust has been the majority  shareholder  of the Company since
that time. Mr. Berry has been the Director,  President,  Chief Executive Officer
and Treasurer of the Company ever since.

     In December  of 1991,  the Company  merged  with the  Predecessor  Company,
leaving the Company as the  surviving  corporation.  Mr.  Berry is and remains a
Director and President. A copy of the Articles of Merger are attached hereto and
is incorporated herein by reference. See Item 15.

     The Company  terminated its gaming consulting  business in 1995. Since that
time the Company has been preparing a business plan. See Item 2.

Principal Products and Services.
--------------------------------

     The following  products and services  reflect the development  stage of the
business plan and do not represent  operations of the Company.  The Company will
be required to obtain  financing  in the next twelve  months,  of  approximately
$5,000,000, if operations are to progress past research and development and does
not warrant the practicality or the likehood of success.

     Over the last  several  years,  the Company has been  developing a business
plan that focuses on the use of internet  technology case evaluation software to
offer legal products and services.  The Company  intends to provide the public a
user-friendly and effective tool to seek qualified legal  professional  services
consistent with their legal needs.  The proposed system will have the ability to
provide effective communication,  control legal expenses, and monitor litigation
activity between the


<PAGE>



client  and the  representative  attorney.  The  Company  will  seek to  provide
attorneys with  alternatives to traditional  forms of marketing (i.e. TV, radio,
newspaper and telephone book ads) to solicit clients in a respectable,  ethical,
tasteful manner consistent with the high standards of the legal profession.

    The  principal  products  being  developed by issuer  during the next twelve
months;  subject to receipt of substantial  additional  funding, as to which the
Company can make no assurances.

       Client Products and Services.

       The  Company  will  continue  to design  and  implement  the  information
handling  infrastructure  used by the general  public to initiate,  communicate,
facilitate,  and consummate  legal service request within the attorney  network.
The "user friendly" gateway interface will utilize  communication  technology to
include telephone, Internet, WebTV, personal planning devices and the like.

       Through the gateway  interface the public will have the ability to easily
and accurately  review the  qualification of any attorney member,  interview and
select an attorney within the venue and  geographical  region  determined by the
type of legal request. Moreover, the public will have the ability to communicate
with the attorney and actively participate in the legal process.

       Attorney Products and Services.

       The  Company  will  continue  to  design  and  develop a private / secure
information   network   infrastructure  to  provide  attorney  members  with  an
easy-to-use  gateway  interface  providing  attorney  members  with  access to a
personal "Virtual Network" to post resumes,  pictures, and geographical location
for  public  viewing  to use as  objective  criteria  for  attorney  selection.
Moreover,  the network will query the attorney when a legal service  request has
been  initiated  and prompt the  attorney to respond and  initiate a  meaningful
dialog with the client(s) using a private secure mode of communication.

     In addition,  through a secure  extranet,  the attorney will have access to
legal  research  tools,  negotiation  materials,   proprietary  case  evaluation
software, co-ordination of efforts with colleagues throughout the United States,
timely  distribution of legal news and current reliable  information  concerning
national  legal  developments.  The Company also hopes to provide annual dispute
resolution  training and seminars.  However,  these services have not progressed
past theoretical  discussion as they related to the Company's  business plan and
no contracts have been entered into or development of such intellectual property
has transpired. In addition, the Company does not have nor does it anticipate to
have the capital resource  available to acquire or develop such products at this
time.

      The Company's Internal Infrastructure:

       The Company will continue to design the necessary infrastructure required
to facilitate the  administrative  functions of the network such as;  computing,
billing,   intra-communications,   marketing,  and  human  and  quality  control
resources.  Assuming  the  Company is able to satisfy  funding  requirements,  a
consultant, who is yet to be identified, will be contracted to develop the
system.
<PAGE>

       The Selection of Attorney Members.

       The  Company  will  continue  to design and  develop  the  infrastructure
required  to  build  an  attorney  enrollment  system.  It is the  intention  of
management  to develop  criteria  that  yields only  highly  qualified,  ethical
attorneys with proven track records.

       Management  believes that if rigorous selection criteria is developed for
member attorneys the Company will better serve the responsibility  that is given
to attorney members to honestly and truthfully  represent the general public and
the attorney network alike. Once established,  the exclusivity of being a member
of a reputable  attorney network will be heavily  marketed to potential  members
and to the general public as well.

Distribution Methods of the Products or Services.
-------------------------------------------------

    Upon the implementation of the Company's  proposed business  operations,
the use of a secure digital  information  system that connects members,  general
public  and  resources  will be  required  but no  development  in this area has
commenced or will be necessary for another  year.  The Company will seek to take
advantage of existing  communication  technologies  commonly  available  and may
utilize such media as WebTV, Internet,  digital cable, digital wireless devices,
personal hand-held devices,  automobile communication devices,  teleconferencing
and telephonic systems.

        Express  mail  will  be  used  if  verification  and  authentication  of
documents presents a security or legally enforceable problem.

Status of any Publicly Announced New Product or Service.
--------------------------------------------------------

     None; not applicable.

Competitive Business Conditions.
--------------------------------

     Due to the lack of  companies  that  perform all or most of the business
operations  that the Company is  proposing  within this  theoretical  construct,
there may exist  barriers to entry or unforeseen  factors that make the business
plan an unfeasible  pursuit.  The Company,  given its early stage of development
may refine,  rewrite,  or abandon some or all of the intended services,  thereby
changing the competitive environment within which it operates.

        Management  is  not  aware  of  any  comparable  companies  that  employ
state-of-the-art  information  technologies,  to provide a platform by which the
general  public can  effectively  retain an attorney,  request  legal  services,
control legal cost and effectively communicate with qualified attorneys.

        Moreover,  no  company  exists,  or is  not  found,  that  provides  the
infrastructure  for an attorney  membership  to securely and easily  interact to
attain information, exchange information among colleagues, acquire legal support
services, or resolve legal disputes.

        Competitive   advantages  or  disadvantages   directly  related  to  the
Company's ability of operate and provide services in an established market place
cannot be determined until the Company defines,  implements and begins providing
products  or  services.  Potential  competitive  factors  may  include  pricing,
reputation, performance record, quality of work and existence of on-going client
relationships.   Large  national  support  service   providers,   on  any  given
engagement,  may have a competitive  advantage  over the Company with respect to
one or more of these competitive factors. In addition, smaller local or regional
firms,  while not  offering the range of services  provided by the Company,  are
often  able to provide  the lowest  price.  The  fragmented  nature of the legal
support  services  industry may also provide  opportunities  for large companies
that offer complementary  services to enter the market through  acquisition.  In
the future,  these and other competitive  pressures could require the Company to
reduce its fees or increase it spending for  marketing to attract  business.  No
assurances  can be given that the Company will have the financial  resources and
the marketing capabilities to compete successfully in the future.

        Legal research sites,  such as LawLib, at Washburn  University,  and the
Legal  Information  Institute  at  Cornell  University  are  available  as legal
background resources to the general public;  however, these may be integrated as
a resource  that can be easily  accessed and used by attorney  members under the
Company's proposed business plan.  Therefore,  these resources are not viewed as
competition  to the  issuer,  but  are  attractive  attributes  for  free  legal
resources  to  heightened  the  conscience-awareness  of the legal system to the
general public and attorneys alike.
<PAGE>

        The two main  electronic  legal  searchable  databases  in  America  are
WESTLAW  and  LEXIS-  NEXIS.  Each  has  a  nationwide  database  that  contains
information  on  nearly  every  aspect  of the law with  hyperlinks  to  related
materials.  Theses  electronic  publishers  are not  competition to the Company;
rather,  the  services  of one or  the  other,  or  similar  smaller  electronic
publisher such as LOISLAW,  would be seamlessly  integrated into one of numerous
attorney support products offered to attorney members by the Company as proposed
in the business plan.

        In addition, LEXIS-NEXIS provides one of the few attorney rating systems
in its publication  Martindale-Hubbel.  This information will serve as objective
criteria for attorney membership  admission and is applauded by the Company as a
viable resource for the general public to use to retain a reputable attorney.


Sources and Availability of Raw Materials and Names of Principal Suppliers.
--------------------------------------------------------------------------

     None; not applicable.

Dependence on One or a Few Major Customers.
-------------------------------------------

     The Company  continues  to identify  strategic  relationships  that will
further result in a competitive advantage,  once operations commence.  While the
Company does not have the any funds to pursue any agreements  with the companies
identified below, they have been identified as providing a potential competitive
advantage.

        The Company would benefit by a long term licensing agreement with either
WESTLAW,  LEXIS  NEXIS or  LOISLAW  to  secure  access  to their  databases.  No
agreements are in place but preliminary  informal  discussions  have taken place
with representatives of WESTLAW and LEXIS NEXIS.

        The Company is not limited to any number of customers.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
--------------------------------------------------------------------------

     The Company currently has no intellectual  property rights on either its
business  plan or software  development.

     The  Company  has not  entered  into any labor  contracts.  The Company has
applied for  trademarks on six different  acronyms that are intended to help the
Company establish name recognition once operations  commence.  In addition,  the
Company has  obtained  28  different  e-commerce  domain  names to deter  future
competitors from realizing any gain from the Company's name recognition.

Need for any Governmental Approval of Principal Products or Services.
---------------------------------------------------------------------

     Because the Company currently  produces no products or services,  it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company  engages in a merger or acquisition  transaction  with an
entity  that  engages  in  such  activities,  it  will  become  subject  to  all
governmental  approval  requirements  to which the merged or acquired  entity is
subject.

Effect of Existing or Probable Governmental Regulations on Business.
-------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Commission  in  Release  No.  34-30968  and  effective  as of August  13,  1992,
substantially  modified the information  and financial  requirements of a "Small
Business  Issuer,"  defined to be an issuer  that has  revenues of less than $25
million;  is a U.S. or Canadian issuer; is not an investment  company;  and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however,  an entity is not a small business issuer if it has a public float (the
aggregate  market  value  of  the  issuer's   outstanding   securities  held  by
non-affiliates) of $25 million or more.

     The  Commission,  state  securities  commissions  and  the  North  American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting  policies that will streamline the registration  process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations  designed to promote availability to the
small  business  issuer of these  capital  markets and similar  laws,  rules and
regulations  that may be  adopted  in the future  will  substantially  limit the
demand for "blank  check"  companies  like the Company,  and may make the use of
these companies obsolete.

Research and Development.
-------------------------

     Mr. Robert G. Berry has spend an estimated  2,000 hours a year for the past
four years  developing the Company's  business plan. The plan,  dealing with the
background information for the business opportunities, will be published shortly
after the first of next year in the hopes of securing  credibility that will aid
in the funding process. The confidential  business aspects of the plan will also
be completed by the first of next year.

     If the  Company  is to  implement  its  business  plan,  in  its  entirety,
estimated capital  requirements of $5,000,000 or more for the next twelve months
must be obtained.  No agreements,  or potential  investors have been  identified
with respect to the capital  requirements and the Company's  ability to continue
research and development is considered speculative.
<PAGE>

Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------

     None; not applicable.  However,  environmental  laws, rules and regulations
may have an adverse  effect on any business  venture viewed by the Company as an
attractive  acquisition,  reorganization or merger candidate,  and these factors
may further  limit the number of potential  candidates  available to the Company
for acquisition, reorganization or merger.

Number of Employees.
--------------------

     The Company has no paid employees.  Robert G. Berry,  President and trustee
for the majority  shareholder,  has  experience  in the industry and  management
expects that he will have a significant effect on the Company's business.

Item 2.  Description of Property.
         -----------------------

        The Company has no assets, with the exception of a few items of property
that are in storage. Its principal executive office address and telephone number
are the home  address and  telephone  number of Robert G. Berry,  the  Company's
President,  and are  provided  at no cost.  Other  than the  development  of the
business plan, the Company has not commenced  operations.  Other activities have
been  limited to  maintaining  good  standing  status in the State of Nevada and
preparing this Registration Statement and the accompanying financial statements.
Other than the business plan that The Robert G. Berry Trust has previously  been
compensated for in the form of 3,000,000 shares of the stock of the Company, the
remaining activities have consumed an insignificant amount of management's time;
accordingly,  the costs to Mr.  Berry of  providing  the use of his  office  and
telephone have been minimal.


Item 3.  Legal Proceedings.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.


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

     No matter was submitted to a vote of the Company's  security holders during
the fourth quarter of the calendar year covered by this Report or during the two
previous  calendar years.

<PAGE>

                                     PART II

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

Market Information
------------------

     Although the Company's  common stock is quoted on the OTC Bulletin Board
("GPLA") of the National  Association of Securities Dealers,  Inc. (the "NASD"),
there is currently no  established  market for such shares;  and there can be no
assurance  that any such market will ever develop or be  maintained.  Any market
price for shares of common  stock of the Company is likely to be very  volatile,
and numerous  factors  beyond the control of the Company may have a  significant
effect. In addition, the stock markets generally have experienced,  and continue
to  experience,  extreme price and volume  fluctuations  which have affected the
market price of many small capital companies and which have often been unrelated
to  the  operating   performance   of  these   companies.   These  broad  market
fluctuations,  as  well  as  general  economic  and  political  conditions,  may
adversely  affect the market price of the  Company's  common stock in any market
that may develop. Sales of "restricted  securities" under Rule 144 may also have
an adverse effect on any market that may develop.  See the caption "Sales
of Unregistered Securities,".

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 107.

Dividends
---------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

     On October 7, 1996, the Company issued  4,500,000 shares of $.001 par value
common stock in satisfaction of a $350,000 and $100,000 note payable.  Robert G.
Berry, the Company's  President and a Director,  was issued 3,500,000 shares and
Darlene Davis was issued 1,000,000 shares. Subsequently, Mr. Berry conveyed this
stock grant to the Trust, of which he is the sole trustee.

     In 1998,  3,000,000 shares of common stock were issued to the Trust for the
development of a new business plan.

     On or about  March  31,  1999,  Shayne  Del  Cohen  exercised  an option to
purchase  25,000 shares of common stock at 10 cents per share.

<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------

     The  Company  has not  engaged  in any  material  operations  or had any
revenues  from  operations  during the last two  fiscal  years.  Currently,  the
Company has no operations and no means to obtain the capital  necessary to begin
operations.

        The Company's  plan of operation for the next 12 months is to design and
develop the communication  architecture based upon internet technology that will
provides  the  "backbone"  for the  successful  delivery  of the  aforementioned
products and services to attorneys  and the general  public  alike.  See Item 1,
Principal Products and Services.

     The Company can make no assurance that the proposed  business  purpose will
prove to be viable,  due to the early stage of  development,  and management may
elect to spin-off the wholly-owned  subsidiary and reorganize the Company with a
private entity that has current business operations.

     The  Company  will  take as  necessary  steps to keep the  Company  in good
standing,  prudently  investigate  and review  any  potential  business  venture
opportunities,  such as,  the  spinning  off these  proposed  operations  into a
subsidiary that is not subject to reporting  requirements until such time as the
Company can develop the business plan to the point that actual  operations  will
be conducted.  Furthermore,  some stockholders  would receive stock positions in
both the subsidiary and parent company which would be reorganized with a company
that has  actual  operations if,  in  fact,  a  reorganization  or  merger  is
accomplished.

        The Company will continue to seek loans from the  principal  stockholder
to fund needed capital for  development.  Any such loan will not exceed $100,000
without prior Board of Director  approval and will be on terms no less favorable
to the Company  than would be  available  from a  commercial  lender in an arm's
length transaction.

        The costs  incurred  during  this  period  will  range  from  $50,000 to
$100,000 dollars.

Results of Operations.
----------------------

     The Company has had no material operations for over three years. It has
incurred  losses of ($46,310) and  ($47,807),  for the years ended  December 31,
1999 and 1998,  respectively.

Liquidity.
---------

The Company had no  liquidity  during the years ended  December 31, 1998
and 1997 except for the sale of 25,000  shares to Shayne Del Cohen who exercised
an option to purchase these shares for $2,500 on March 31, 1999.
<PAGE>

Item 7.  Financial Statements.
         ---------------------

          Financial Statements for the years ended
          December 31, 1999 and 1998

          Independent Auditors' Report

          Balance Sheets - December 31, 1999

          Statements of Operations for the years ended
          December 31, 1999 and 1998

          Statements of Stockholders' Equity for the
          years ended December 31, 1999 and 1998

          Statements of Cash Flows for the years ended
          December 31, 1999 and 1998

          Notes to the Financial Statements



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

None; Not applicable

<PAGE>

                                    PART III

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

Identification of Directors and Executive Officers
--------------------------------------------------

     The  following  table sets  forth the names of all  former  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>

                                   Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
<S>                   <C>             <C>            <C>
Robert G. Berry ..Director,        12/91               *
                  President,
                  C.E.O.,
                  Treasurer

Shayne Del
Cohen ............Director and     04/92               *
                  Secretary


Robert E. Deer ...Director         12/93               *


Jon T. Jenkins ...Director and     12/91               12/96
                  Executive V.P


</TABLE>
     * These persons presently serve in the capacities indicated.

Business Experience.
--------------------

     Robert G. Berry,  President  and a director is 64 years of age.  Mr.  Berry
received  a BA from the  University  of  Nevada  in 1961  and a JD in 1963  from
University of Notre Dame Law School.  After  spending four years in the District
Attorney's  office in Reno,  NV.,  he joined the law firm of Laxalt and Berry in
Carson City Nevada.  His  principal  practice  areas were  plaintiff's  personal
injury litigation and regulatory work. While still practicing, Mr. Berry entered
into a number of business  ventures  including  shopping  center and condominium
development,  restaurants  and cattle  feeding and breeding.  Mr. Berry left the
active practice of law in 1977 and engaged in more than 50 business ventures and
operations.  His last was the development of a new town in eastern Nevada. After
a brief  retirement  period,  Mr. Berry attended Harvard Law School's Program on
Negotiation  and Mediation in 1996,  commercial  mediation  from A.D.R.  Inc. in
1997,  and advance  mediation from John Paul Jones Group in 1997. In addition to
writing the business plan, Mr. Berry is a Nevada Supreme Court  Settlement Judge
and a private mediator.

     Shayne Del Cohen,  Secretary  and a  director  is 54 years of age.  Ms. Del
Cohen  graduated  from  Columbia  Pacific  University  in 1988  with a Ph.D.  in
International  Law,  M.A.  International  Law from the School for  International
Training in 1988 and a B.A. in Community  Development from Friends World College
in 1970. Ms. Del Cohen is an independent  Management and Development  consultant
since 1988.

     Robert E. Deer,  a director is 57 years of age.  Mr.  Deer  received a B.S.
degree in Geology from the  University  of Wisconsin in 1966.  Mr. Deer has also
earned a Masters of Science in Water Resource  Management from the University of
Wisconsin  in 1977 and a masters in Urban and  Regional  planning  also from the
University of Wisconsin in 1976. Mr. Deer has been employed as the area director
of the Wisconsin  Department of Natural Resources and other positions within the
agency. He is now retired.

Significant Employees.
----------------------

     The Company has no employees who are not executive officers. See "Number of
Employees."

Family Relationships.
---------------------

     There are no family  relationships  between any  director or executive
officer.
<PAGE>

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person of
the Company:

          (1) was a general partner or executive officer of any business against
     which  any  bankruptcy  petition  was  filed,  either  at the  time  of the
     bankruptcy or two years prior to that time;

          (2) was  convicted  in a  criminal  proceeding  or named  subject to a
     pending criminal  proceeding  (excluding traffic violations and other minor
     offenses);

          (3) was  subject to any order,  judgment or decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently  or  temporarily  enjoining,  barring,  suspending or otherwise
     limiting his  involvement  in any type of business,  securities  or banking
     activities; or

          (4)  was  found  by a  court  of  competent  jurisdiction  (in a civil
     action),  the Securities and Exchange  Commission or the Commodity  Futures
     Trading  Commission  to have  violated  a federal  or state  securities  or
     commodities  law,  and the  judgment  has not been  reversed,  suspended or
     vacated.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Form 3, Initial Statements of Beneficial Ownership of Securities,  have not
yet been filed for the Officers and Directors as well as the 10% shareholders as
of the date of this report.
<PAGE>


Item 10. Executive Compensation.
         -----------------------

The following  table sets forth the aggregate  compensation  paid by the Company
for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation
                    Annual Compensation   Awards  Payouts
(a)             (b)   (c)   (d)   (e)    (f)   (g)    (h)   (i)

                                               Secur-
                                               ities         All
Name and   Year or               Other   Rest- Under-  LTIP  Other
Principal  Period   Salary Bonus Annual  ricte dlying  Pay-  Comp-
Position   Ended      ($)   ($)  Compen- Stock Options outs  ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>    <C>    <C>    <C>   <C>
Robert G.
Berry,        12/31/99    0     0     0     0      0     0   0
President,    12/31/98    0     0     0     0      0     0   3,000,000*
Director      12/31/97    0     0     0     0      0     0   0


Shayne
Del Cohen     12/31/99    0     0     0     0      0     0   25,000
Secretary/    12/31/98    0     0     0     0      0     0   0
Director      12/31/97    0     0     0     0      0     0   0


Robert        12/31/99    0     0     0     0      0     0   0
Deer,         12/31/98    0     0     0     0      0     0   0
Secretary     12/31/97    0     0     0     0      0     0   0
Director

</TABLE>
* see the caption "Recent Sales of Securities"

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the  Company's  management  during the calendar
years ending December 31, 1999,  1998, or 1997, or the period ending on the date
of this Report.

Compensation of Directors.
--------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

     There are no arrangements  pursuant to which any of the Company's directors
was  compensated  during the  Company's  last  completed  calendar  year for any
service provided as director.
<PAGE>

Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination  of  employment  with the Company or any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

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

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date of January 20,  2000,  with the  computations  being  based upon 15,225,000
shares of common stock being outstanding.

<TABLE>
<CAPTION>

                                   Number of Shares           Percentage
Name                              Beneficially Owned          of Class (1)
----------------                  ------------------           --------
<S>                               <C>                       <C>
    The Robert G. Berry .......         9,522,000            62.54%
    Trust, Robert G. Berry
    Trustee
    3701 Fairview Road
    Reno, NV 98511

    Darlene Davis .............         1,025,000            06.73%
    7375 S. Valley View Blvd
    Las Vegas, NV 89139

    Jon T. Jenkins ............           864,000            05.67%
    14603 Fountain Hills Blvd
    Fountain Hills, AZ. 85268

    Nation of the Menominee ...         1,200,000            07.88%
    Tribe of Wisconsin
    P.O. Box 910
    Keshena, WI 54135
                                         -------             -----
                                       12,611,000            82.8%

</TABLE>

<PAGE>


Security Ownership of Management.
---------------------------------

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:

<TABLE>
<CAPTION>
                               Number of             Percentage of
Name and Address        Shares Beneficially Owned     of Class *
----------------        -------------------------     --------
<S>                            <C>                  <C>
Robert G. Berry .......           9,522,000              62.54%
3701 Fairview Road
Reno, NV 98511

Shayne Del Cohen ......              25,000               0.2%
2450 Lymbery #205
Reno, NV 89509

Robert E. Deer ........                   0               0
201 E. Fairview
Green Bay, WI 54310

                                    -------              ------
All directors and
executive officers                9,877,000             62.74%
as a group (3 persons)
</TABLE>



Changes in Control.
-------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.

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

Transactions with Management and Others.
----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.

<PAGE>

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

Reports on Form 8-K
-------------------

None.

Exhibits
--------
<TABLE>
<CAPTION>

Exhibit
Number                             Description
-------                            -----------
<S>                                <C>
  27                                 Financial Data Schedule
</TABLE>

<PAGE>





                              SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        GAMEPLAN, INC.



Date: March 30, 2000                   /S/ ROBERT G. BERRY
                                       Robert G. Berry
                                       President and Sole Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following person on behalf of
the Company and in the capacities and on the dates indicated:


                                        GAMEPLAN, INC.



Date: March 30, 2000                   /S/ ROBERT G. BERRY
                                       Robert G. Berry
                                       President and Sole Director




<PAGE>













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

                        CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 1998

                       [WITH INDEPENDENT AUDITORS' REPORT]








<PAGE>







                                 GAMEPLAN, INC.
                          [A Development Stage Company]


                                TABLE OF CONTENTS

                                                                            Page

Independent Auditors' Report                                                  1

Consolidated Balance Sheets -- December 31, 1999 and 1998                     2

Consolidated Statements of Operations for the Years Ended December 31,
1999 and 1998, and for the Period from Inception [April 27, 1984] through
December 31, 1999                                                             3

Consolidated Statements of Stockholders' Equity/(Deficit) for the Years
Ended December 31, 1999 and 1998, and for the Period from Inception
[April 27, 1984] through December 31, 1999                                 4 - 5

Consolidated Statements of Cash Flows for the Years Ended December 31,
1999 and 1998, and for the Period from Inception [April 27, 1984] through
December 31, 1999                                                             6

Notes to Financial Statements                                             7 - 14

<PAGE>




                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
GamePlan, Inc.

We have audited the consolidated balance sheets of GamePlan, Inc. [a development
stage company] and its wholly owned subsidiary,  Gameplaninc.com, as of December
31,  1999 and 1998,  and the  related  consolidated  statements  of  operations,
stockholders'  equity,  and cash flows for the years then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.  The  financial  statements  of  GamePlan,  Inc. for the period from
inception  [April 27, 1984]  through  December  31, 1992,  were audited by other
auditors whose report dated March 31, 1993,  expressed an unqualified opinion on
those  statements.  We have  previously  audited  the  financial  statements  of
GamePlan,  Inc. as of, and for the periods ended December 31, 1993,  1994, 1995,
1996, 1997 and 1998, and expressed an unqualified opinion on those statements in
our reports dated March 28, 1995, April 22, 1996,  March 17, 1997,  February 27,
1998 and February 27, 1999, respectively.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of GamePlan,  Inc. [a development
stage  company] as of December 31, 1999 and 1998,  and the results of operations
and cash  flows for the years then  ended,  and for the  period  from  inception
[April 27, 1984]  through  December  31,  1999,  in  conformity  with  generally
accepted accounting principles.

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

                                                              Mantyla McReynolds

Salt Lake City, Utah
March 10, 2000


<PAGE>
<TABLE>
<CAPTION>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                           Consolidated Balance Sheets
                           December 31, 1999 and 1998

                                                      ASSETS
                                                                                     1999         1998
<S>                                                                             <C>         <C>
Current Assets
  Cash  - Note 1 ..........................................................     $   3,400    $       193
                                                                                   ------    -----------
                       Total Current Assets ...............................         3,400            193

Property and Equipment - Note 2
  Property and equipment ..................................................        59,164         57,560
  Less: Accumulated depreciation ..........................................       (51,113)       (43,531)
                                                                                   ------    -----------
                    Net Property and Equipment ............................         8,051         14,029
                                                                                   ------    -----------

                           TOTAL ASSETS ...................................     $  11,451   $     14,222

                                                                                   ======    ===========

                                        LIABILITIES & STOCKHOLDERS' DEFICIT

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

Long-Term Liabilities
  Payable to shareholders - Note 3 ........................................       291,904        250,865
                                                                                   ------   -----------
                   Total Long-Term Liabilities ............................       291,904        250,865
                                                                                   ------   -----------

                        Total Liabilities .................................       291,904        250,865

Stockholders' Deficit
  Common stock -- $.001 par value; 40,000,000 shares
     authorized; 15,225,000 and 15,200,000 issued and
     outstanding at December 31, 1999 and 1998, respectively ..............        15,225         15,200
  Additional paid-in capital ..............................................       727,566        725,091
  Accumulated deficit during the development stage ........................    (1,023,244)      (976,934)
                                                                                   ------   -----------
                   Total Stockholders' Deficit ............................      (280,453)      (236,643)
                                                                                   ------   -----------
            TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT .....................   $    11,451    $    14,222
                                                                                   ======   ===========



                                  See accompanying notes to financial statements.

                                                         2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                      Consolidated Statements of Operations
                 For the Years Ended December 31, 1999 and 1998
  and for the Period from Inception [April 27, 1984] through December 31, 1999


                                                                                                            Inception to
                                                                 1999                    1998                 12/31/98
<S>                                                    <C>                    <C>                   <C>
Revenue
  Consulting fees - Note 3                            $                 -0-   $                 -0-  $             768,042
  Commissions - Note 4                                                  -0-                     -0-                137,034
  Other income - Note 6                                                 -0-                     -0-                 27,168
                                                           -----------------      ------------------      -----------------
                    Total Revenue                                       -0-                     -0-                932,244
General and administrative expenses                                  22,871                  25,209              1,942,456
                                                           -----------------      ------------------      -----------------
                   Operating Loss                                   (22,871)                (25,209)            (1,010,212)
Other Income/(Expense)
  Interest income                                                       -0-                     -0-                 16,064
  Interest expense                                                  (23,439)                (22,598)              (398,455)
  Gain/(loss) on sale of assets - Note 6                                -0-                     -0-                (29,477)
                                                           -----------------      ------------------      -----------------
            Total Other Income/(Expense)                            (23,439)                (22,598)              (411,868)
                                                           -----------------      ------------------      -----------------
                Net Loss Before Taxes                               (46,310)                (47,807)            (1,422,080)
Income taxes                                                            -0-                     -0-                  1,164
                                                           -----------------      ------------------      -----------------
         Net Loss Before Extraordinary Items                        (46,310)                (47,807)            (1,423,244)
Extraordinary items
  "Lost Opportunity" settlement - Note 10                                                                          400,000
                                                           -----------------      ------------------      -----------------
         Net Income from Extraordinary Items                            -0-                     -0-                400,000
                                                           -----------------      ------------------      -----------------
                  Net Income/(Loss)                   $             (46,310)  $             (47,807) $          (1,023,244)
                                                           =================      ==================      =================
Income/(Loss) per share
  Before extraordinary items                          $                (.01)  $                (.01) $                (.26)
  Extraordinary items                                                                                                  .07
                                                           -----------------      ------------------      -----------------
               Income/(Loss) per share                $                (.01)  $                (.01) $                (.19)
                                                           =================      ==================      =================
Weighted average shares outstanding                              15,218,750              15,200,000              5,405,423

                                  See accompanying notes to financial statements.
</TABLE>

                                                         3
<PAGE>
<TABLE>
<CAPTION>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
            Consolidated Statements of Stockholders' Equity/(Deficit)
                 For the Years Ended December 31, 1999 and 1998
  and for the Period from Inception [April 27, 1984] through December 31, 1999


                                                                                             Accumulated
                                                                      Additional           Deficit During               Net
                                     Common             Common          Paid-in            the Development         Stockholders'
                                     Shares              Stock          Capital                 Stage            Equity/(Deficit)
                                 --------------       -----------   ---------------      ------------------      ----------------
<S>                              <C>              <C>             <C>               <C>                     <C>
Balance at Inception, 04/27/84             -0-   $           -0-  $            -0-  $                  -0-  $                -0-
Issued 750,000 shares of
  common stock for cash                750,000               750             2,250                                         3,000
Issued 2,500,000 shares of
  common stock for cash              2,500,000             2,500            19,569                                        22,069
Issued 29,250,000 shares of
 common stock for cash,
  12/31/91                          29,250,000            29,250                                                          29,250
Reverse split [1 for 5] of
  32,500,000 shares of
  common stock outstanding         (26,000,000)          (26,000)           26,000                                           -0-
Expenses of merger and stock
  issuance                                                                 (17,028)                                      (17,028)
Accumulated deficit from
  inception through 12/31/91                                                                        (5,621)               (5,621)
                                 --------------       -----------   ---------------      ------------------      ----------------
Balance, 12/31/91                    6,500,000             6,500            30,791                  (5,621)               31,670
Net loss, 1992                                                                                    (326,738)             (326,738)
                                 --------------       -----------   ---------------      ------------------      ----------------
Balance, 12/31/92                    6,500,000             6,500            30,791                (332,359)             (295,068)
Issued 1,200,000 shares of
  restricted common stock in
  satisfaction of debt, 12/30/93     1,200,000             1,200           248,800                                       250,000
Net loss, 1993                                                                                    (305,062)             (305,062)
                                 --------------       -----------   ---------------      ------------------      ----------------
Balance, 12/31/93                    7,700,000             7,700           279,591                (637,421)             (350,130)
Net loss, 1994                                                                                    (306,974)             (306,974)
                                 --------------       -----------   ---------------      ------------------      ----------------
Balance, 12/31/94                    7,700,000             7,700           279,591                (944,395)             (657,104)
Net loss, 1995                                                                                    (215,677)             (215,677)
                                 --------------       -----------   ---------------      ------------------      ----------------
Balance, 12/31/95                    7,700,000             7,700           279,591              (1,160,072)             (872,781)



</TABLE>

                 See accompanying notes to financial statements.


                                        4

<PAGE>
<TABLE>
<CAPTION>

                                GAMEPLAN, INC.
                         [A Development Stage Company]
           Consolidated Statements of Stockholders' Equity/(Deficit)
                 For the Years Ended December 31, 1999 and 1998
  and for the Period from Inception [April 27, 1984] through December 31, 1999
                                   [continued]

                                                                                             Accumulated
                                                                        Additional           Deficit During             Net
                                     Common             Common           Paid-In            the Development         stockholders'
                                     Shares             Stock            Capital                 Stage             Equity/(Deficit)
                                 --------------       ----------    --------------      -------------------     -------------------
<S>                             <C>                  <C>             <C>                <C>                     <C>
Issued 4,500,000 shares of
 common stock in satisfaction
 of debt, 10/07/96                   4,500,000             4,500           445,500                                       450,000
Net income, 1996                                                                                   277,209               277,209
                                 --------------       -----------   ---------------      ------------------      ----------------
Balance, 12/31/96                   12,200,000            12,200           725,091                (882,863)             (145,572)
Net loss, 1997                                                                                     (46,264)              (46,264)
                                 --------------       -----------   ---------------      ------------------      ----------------
Balance, 12/31/97                   12,200,000            12,200           725,091                (929,127)             (191,836)
Issued 3,000,000 shares of
common stock for R&D                  3,000,000             3,000                                                           3,000
Net loss, 1998                                                                                     (47,807)              (47,807)
                                 --------------       -----------   ---------------      ------------------      ----------------
Balance, 12/31/98                   15,200,000            15,200           725,091                (976,934)             (236,643)
Issued 25,000 shares of
common stock for cash                    25,000                25             2,475                                         2,500
Net loss, 1999                                                                                     (46,310)              (46,310)
                                 --------------       -----------   ---------------      ------------------      ----------------
Balance, 12/31/99                    15,225,000  $        15,225  $         727,566 $           (1,023,244) $           (280,453)
                                 ==============       ===========   ===============      ==================      ================


</TABLE>


                 See accompanying notes to financial statements.


                                        5

<PAGE>
<TABLE>
<CAPTION>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 1999 and 1998
  and for the Period from Inception {April 27, 1984} through December 31, 1999




                                                                                                            Inception to
                                                                 1999                    1998                 12/31/98
<S>                                                           <C>                  <C>                     <C>
Cash Flows Provided by/(Used for) Operating Activities
Net Income/(loss)                                     $             (46,310) $              (47,807) $          (1,023,244)
Adjustments to reconcile net income to net cash provided by                                               0
 operating activities:
    Depreciation                                                      7,582                   8,512                166,593
    Notes issued in exchange for interest expense                       -0-                     -0-                 59,588
    Notes issued in exchange for accrued interest                       -0-                     -0-                 49,589
    Issued common stock for development cost - Note 13                   -0-                   3,000                  3,000
    Loss/(gain) on disposal of property & equipment                     -0-                     -0-                 29,477
    Increase/(decrease) in accounts payable                             -0-                     -0-                    -0-
    Increase/(decrease) in accrued expenses                          23,439                  22,597                 48,366
                                                          ------------------      ------------------      -----------------
Net Cash Provided by/(Used for) Operating Activities                (15,289)                (13,698)              (666,631)
Cash Flows Provided by/(Used for) Investing Activities
  Investment sales/(purchases)                                          -0-                     -0-                    -0-
  Capital expenditures                                               (1,604)                    -0-               (520,761)
  Proceeds from disposal of property and equipment                      -0-                     -0-                316,641
                                                          ------------------      ------------------      -----------------
Net Cash Provided by/(Used for) Investing Activities                 (1,604)                    -0-               (204,120)
Cash Flows Provided by/(Used for) Financing Activities
  Proceeds from loans                                                17,600                  13,850              1,364,467
  Loan principal reductions                                             -0-                     -0-               (530,107)
  Proceeds from issuance of common stock                              2,500                     -0-                 39,791
                                                          ------------------      ------------------      -----------------
Net Cash Provided by/(Used for) Financing Activities                 20,100                  13,850                874,151
                                                          ------------------      ------------------      -----------------
           Net Increase/(Decrease) in Cash                            3,207                     152                  3,400
Beginning Cash Balance                                                  193                      41                    -0-
                                                          ------------------      ------------------      -----------------
Ending Cash Balance                                   $               3,400  $                  193  $               3,400
                                                          ==================      ==================      =================
Supplemental disclosures
  Cash paid for interest                              $                  -0- $                   -0- $             216,129
                                                          ==================      ==================      =================
Non-cash financing activities
 Issued shares of common stock in satisfaction of debt$                  -0- $                   -0- $             700,000
                                                          ==================      ==================      =================
</TABLE>
                 See accompanying notes to financial statements.


                                        6
<PAGE>



NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (A) Basis of Presentation

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

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

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

     (B) Cash

     Cash consists of cash on deposit in commercial banks.

     (C) Property and Equipment

     Property and equipment are stated at cost.  Depreciation  is provided using
     the  straight-line  method over the useful  lives of the related  assets of
     five to ten years.

     (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.






<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998



NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES[CONTINUED]

     (E) Additional Paid-in Capital

     The amount shown on the financial  statements as additional paid-in capital
     consists of the proceeds from the sale of common stock in excess of its par
     value,  reduced by any direct  expenses of such sales,  and the excess over
     par value of common stock issued in the satisfaction of debt.

     (F) Use of Estimates in Preparation of Financial Statements

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.


NOTE 2            PROPERTY AND EQUIPMENT

     Property and equipment are summarized as follows:

                                                 1999                     1998
Office Furniture &                   $          59,164          $        57,560
Equipment
Less: Accumulated                              (51,113)                 (43,531)
Depreciation
                                           -----------------        ------------
Net Property and                     $           8,051          $        14,029
Equipment
                                           =================        ============
     Depreciation expense was $7,582 and $8,512 for 1999 and 1998, respectively.

 .






                                                         7


<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 3            RELATED-PARTY TRANSACTIONS

          (A) Contracts

          In 1993,  the Company  entered into a series of  transactions  with an
          American Indian tribe ["Indian tribe"].

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

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

          (ii) Effective  August,  1993,  the Company  entered into a consulting
          agreement  with  the  gaming  corporation  of the  Indian  tribe.  The
          agreement  provided  for  consulting  fees at the rate of $22,500  per
          month,  plus  an  amount  equal  to the  advertising  fee  paid  to an
          advertising  agency in which an  officer  of the  Company is an owner.
          During 1994, the Company received a gross amount of $30,000 per month,
          from  which it paid  $7,500  per month to the  referenced  advertising
          agency.  Beginning January,  1995 and continuing through August, 1995,
          the consulting  fee rate  increased to $25,000 per month,  plus $7,500
          per month  advertising  fee.  The Company was further  reimbursed  for
          direct  expenses  incurred  in  connection  with  travel to the tribal
          corporation facilities to carry out the consulting duties provided for
          in the contract.  As a condition to this agreement,  the Company could
          not pay



                                        8
<PAGE>


                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 3            RELATED-PARTY TRANSACTIONS [CONTINUED]

          the principal  portion of the  shareholder  debt without prior written
          consent of the tribal corporation.  This agreement was approved by the
          United States Department of the Interior, a condition precedent to the
          agreement  having  force.  The initial term of the  agreement  was one
          year,  commencing  August 18, 1993. The expiration  date of August 18,
          1994, was renewable by mutual agreement of the parties, for successive
          renewal  periods  totaling no more than four years,  provided that the
          terms and  conditions  of the renewals did not increase the  financial
          obligations  of the Indian  tribe.  The  agreement was canceled by the
          parties,  and the final check under the  agreement was received by the
          Company in August, 1995.

          (B) Payable to Shareholders

          The amount payable to shareholder  includes balances to an individual,
          who is also a director  and  president  of the  Company,  for  amounts
          loaned to the  Company,  plus  accrued  interest  on those  loans.  On
          February 17, 1996, the Company issued notes totaling  $695,500,  which
          extended  the maturity  date on a prior loan to March 2, 1997.  During
          1996, he advanced an additional $32,600 to the Company.  On October 7,
          1996,  the Company issued  3,500,000  shares of $.001 par value common
          stock in  satisfaction  of  $350,000  of the note  payable  and paid a
          principal   reduction  of  $260,890  in  cash.  The  Company  paid  an
          additional  principal  reduction  of $20,000 on October 16,  1996.  On
          October 17, 1996,  the Company  issued a new  promissory  note for the
          remaining $125,536,  bearing interest at the rate of Prime plus 2% and
          had a maturity date of on or before  February 1, 1998, with no penalty
          for  prepayment.  During 1997, the  individual  advanced an additional
          $14,300  to the  Company.  On  February  1,  1998,  two new notes were
          executed which include  principal and prior interest.  During 1998, an
          additional $13,850 was advanced to the Company. On February 1, 1999, a
          new note with the same  terms was issued to  replace  all prior  notes
          plus  accrued  interest,  and was due  February 1, 2001.  During 1999,
          $17,600 was advanced to the Company.  As a result of this activity,  a
          new note was executed on February 1, 2000, which extended the maturity
          date to February 1, 2002.  The entire  unpaid  principal  and interest
          balance is due at maturity. Interest has been accrued through 12/31/99
          at the variable rate of Prime plus 2%.




                                        9
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 3            RELATED-PARTY TRANSACTIONS [CONTINUED]

          On July 5, 1995,  an  individual  loaned  the  Company  $25,000,  with
          principal  and  interest  at the rate of 10% to be repaid on or before
          January 5, 1996. As further consideration for the loan, the individual
          was also to receive 2,500  restricted  shares of the Company's  common
          stock.  The parties  later reached an agreement to extend the maturity
          date of the principal and interest due under the terms and  conditions
          of the note to January 5, 1997. On October 7, 1996, the Company repaid
          the  principal  and  interest  due  in  full.  In  November   1996,  a
          shareholder  and  officer  of  the  Company  transferred  some  of his
          personally  owned  shares  of  common  stock  to  this  individual  in
          satisfaction of the contract.

          The Company  renewed an  unsecured  note on October 1, 1993,  with two
          individuals, extending the maturity date to October 1, 1994. Principal
          of $245,000,  along with accrued  interest,  were due to be paid on or
          before  October  1,  1994,  with no  penalty  for  prepayment.  During
          November,  1994,  the Company  paid a principal  reduction  of $45,000
          along  with  $19,600  accrued  interest,  and  renewed  the  remaining
          principal  balance of $200,000 for a period of one year. The unsecured
          renewal principal amount,  along with interest accruing at the rate of
          prime plus 2% on the unpaid  principal  balance,  was due on or before
          November 1, 1995, with no penalty for  prepayment.  On April 26, 1995,
          the two  individuals  extended  the  maturity  date on the $200,000 to
          March 6, 1996.  The parties  later  reached an agreement to extend the
          maturity  date of the  principal  and interest due under the terms and
          conditions  of the note to January 5,  1997.  On October 7, 1996,  the
          Company  issued  1,000,000  shares of $.001 par value  common stock in
          satisfaction  of $100,000 of the note  payable and paid an  additional
          $89,110 in cash.  The  Company  issued a new  promissory  note for the
          remaining  $49,600,  bearing interest at the rate of prime plus 2% and
          had a maturity date of on or before  February 1, 1998, with no penalty
          for  prepayment.  On  February  1,  1998,  a new  promissory  note was
          executed  compounding  the unpaid  interest and extending the maturity
          date to February 1, 1999. In February,  1999, this note plus the right
          to receive all accrued interest was assigned to two other  individuals
          who are  shareholders  of the Company.  A new note was written  naming
          those individuals and compounds interest through February 1, 1999. The
          new note plus all  accrued  interest is due and payable on February 1,
          2001, with no penalty for pre-payment.  Interest on this note has been
          accrued through December 31, 1999.

                                                 1999                    1998
Unsecured loans maturing 2/01/02
  from shareholders bearing interest
  at prime plus 2%                     $       283,942   $              225,938
Accrued interest payable                         7,962                   24,927
                                         -----------------       ---------------
Payable to directors, officers &
 shareholders                          $       291,904   $              250,865
                                         =================       ===============


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.





                                       10
<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 5            STOCK SALE AND MERGER

          In December,  1991, the Company entered into a series of transactions,
          the principal terms of which are as follows:

          (A) The Company  sold  29,250,000  shares of its  previously  unissued
          common shares to the President of GamePlan, Inc. for $.001 per share.

          (B) A plan of merger was entered into between  Sunbeam Solar,  Inc., a
          Utah corporation, and GamePlan, Inc., a Nevada corporation.  GamePlan,
          Inc. was the surviving  entity and the  corporate  identity of Sunbeam
          Solar, Inc. ceased.

          (C) Upon completion of the above  activities,  the Company  authorized
          and completed a one-  for-five  reverse stock split of all of its then
          outstanding   shares.   This  reduced  the  shares   outstanding  from
          32,500,000 to 6,500,000 immediately following the reverse split.


NOTE 6            CHARTER FEES AND SALE OF ASSETS

          During 1993,  the Company  entered into an agreement  with an aviation
          company to hire the  Company's  airplane  for charter.  The  agreement
          continued in effect until the sale of the airplane in September, 1994.


NOTE 7            LIQUIDITY

          The  Company  has  incurred   losses  from   inception   amounting  to
          $1,023,244, has a net working capital deficit, and has a total capital
          deficit at December 31, 1999.  Financing the  Company's  activities to
          date has primarily been the result of borrowing from a shareholder and
          others.  The  Company's  ability  to  achieve  a level  of  profitable
          operations  and/or  additional  financing  may  impact  the  Company's
          ability to continue as it is presently organized. Management is unsure
          of its future  plans but does intend to keep the  corporation  in good
          standing for the foreseeable future.


NOTE 8            OPERATING LEASES

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







                                                        11


<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 9            CHANGE IN ACCOUNTING PRINCIPLE - ACCOUNTING FOR TAXES

          During 1993,  the Company  adopted  Statement of Financial  Accounting
          Standards No. 109, Accounting for Income Taxes, which is effective for
          fiscal years beginning after December 15, 1992. The Standard  requires
          the  recognition  of  deferred  tax  assets  and  liabilities  for the
          temporary  differences  between the financial  reporting basis and tax
          basis of the  Company's  assets and  liabilities  at enacted tax rates
          expected  to be in effect when such  amounts are  realized or settled.
          The cumulative effect of this change in accounting for income taxes as
          of January 1, 1993 is $-0- due to operating  losses  carried over from
          prior years and the unlikely nature of future  earnings.  Any deferred
          tax benefits  arising from operating  losses carried  forward would be
          offset  entirely by a valuation  allowance since it is not likely that
          the  Company  will be  sufficiently  profitable  in the future to take
          advantage  of the losses  carried  forward.  The Company has no timing
          differences.  Net  operating  loss  carry  forward  amounts  expire at
          various times through 2014.


Deferred tax assets             Balance            Tax          Rate
--------------------------- ----------------- ---------------  -----------------
   Loss carryforward          $1,055,039        $369,264                35%
   Valuation allowance                         ($369,264)
                                              ---------------
        Deferred tax asset                         $0
                                              ===============

          This  valuation  allowance has  increased  $16,209 over the prior year
          amount of $353,055.

NOTE 10           "LOST OPPORTUNITY" SETTLEMENT

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


NOTE 11           STOCK OPTIONS

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

          On January  9,  1998,  the  directors  resolved  to enter into a stock
          option  contract  with  another   individual  as   consideration   for
          assistance  in  developing  the  above  mentioned  ideas.  The  option
          contract  allows the  purchase  of  100,000  shares of stock at $1 per
          share if the business concept is developed and successfully  sold. The
          options expire in January, 2002.






                                       12

<PAGE>

                                 GAMEPLAN, INC.
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

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 a new business
          plan supported by statistics and numerous un- coded software programs.
          The business plan sets forth,  in detail,  a new  methodology  for the
          practice  of  law  in the  United  States,  called  "The  Practice  of
          Integrative  Law." It  consists  of  GamePlan,  Inc.,  as the  holding
          company with several contemplated subsidiaries, including a membership
          plan, a  bank/financing  company,  two  insurance  companies,  a Legal
          Services  Organization  (LSOsm), and a legal web site providing useful
          information  and  the  access  portal  to  Gameplan,   Inc.,  and  its
          contemplated subsidiaries.

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

          The Plan is now  complete  and the  Company is  presently  seeking the
          participation of venture  capitalists and/or exploring the feasibility
          of private placements and/or a "secondary offering".


NOTE 13           ISSUANCE OF STOCK

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


NOTE 14           REPORTING COMPANY

          Due to recent rule  changes,  the National  Association  of Securities
          Dealers, Inc. now requires all non-reporting companies to be reporting
          companies,   pursuant  to  applicable  provisions  of  the  Securities
          Exchange  Act of 1934,  as  amended.  The  company  filed a Form 10-SB
          Registration Statement on September 27, 1999, and has been notified by
          the Securities and Exchange Commission that the filing is cleared from
          all comments and is effective November 23, 1999.



                                       13