UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended June 30, 2007
Commission File Number 000-27435
GAMEPLAN, INC.
(Exact name of registrant as specified in charter)
Nevada |
| 87-0493596 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
3701 Fairview Road, Reno, Nevada |
| 89511 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant's telephone number, including area code: (775) 853-3980
Check whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No x
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of August 8, 2007 there were 15,225,000 shares of the Registrant's common stock issued and outstanding.
TABLE OF CONTENTS
PART I
Item 2. Management's Discussion and Analysis or Plan of Operation.
Item 3. Controls and Procedures
PART II
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
GAMEPLAN, INC. [A Development Stage Company] Condensed Consolidated Balance Sheets | |||||
ASSETS | |||||
June 30, 2007 | December 31, 2006 | ||||
(Unaudited) | (Audited) | ||||
Current Assets |
|
| |||
Cash | $ | 8,789 | $ | 1,126 | |
Prepaid Expenses |
| 5 |
| - | |
Total Current Assets |
| 8,794 |
| 1,126 | |
|
| ||||
Property and Equipment |
|
| |||
Property and equipment |
| 1,604 |
| 1,604 | |
Less: Accumulated Depreciation |
| (1,604) |
| (1,604) | |
Net Property and Equipment |
| - |
| - | |
|
| ||||
TOTAL ASSETS | $ | 8,794 | $ | 1,126 | |
|
| ||||
LIABILITIES & STOCKHOLDERS' DEFICIT | |||||
|
| ||||
Current Liabilities |
|
| |||
Accounts Payable | $ | - | $ | 680 | |
Total Current Liabilities |
| - |
| 680 | |
|
| ||||
Long-Term Liabilities |
|
| |||
Payable to Shareholders - Note 2 |
| 693,722 |
| 643,895 | |
Total long-Term Liabilities |
| 693,722 |
| 643,895 | |
|
| ||||
Total Liabilities |
| 693,722 |
| 644,575 | |
|
| ||||
Stockholders' Deficit |
|
| |||
Common Stock -- $.001 par value; 40,000,000 shares authorized; 15,225,000 issued and outstanding | 15,225 | 15,225 | |||
Additional paid-in capital |
| 727,566 |
| 727,566 | |
Accumulated deficit during the development stage | (1,427,719) | (1,386,240) | |||
Total Stockholders' Deficit |
| (684,928) |
| (643,449) | |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ | 8,794 | $ | 1,126 | |
See accompanying notes to financial statements
3
GAMEPLAN, INC.
[A Development Stage Company]
Condensed Consolidated Statements of Operations
For the three and six month periods ended June 30, 2007 and 2006 and
for the period from inception through June 30, 2007
(Unaudited)
| For the Three Months Ended June 30, 2007 | For the Six Months Ended June 30, 2007 | For the Three Months Ended June 30, 2006 | For the Six Months Ended June 30, 2006 | Inception Through June 30, 2007 | |||||||||
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues | $ | - | $ | - | $ | - | $ | - | $ | 932,284 | ||||
|
|
|
|
|
| |||||||||
General and admin. Expense |
| 2,548 |
| 13,652 |
| 2,102 |
| 6,830 |
| 2,089,154 | ||||
|
|
|
|
|
| |||||||||
Operating Loss |
| (2,548) |
| (13,652) |
| (2,102) |
| (6,830) |
| (1,156,870) | ||||
|
|
|
|
|
| |||||||||
Interest income |
| - |
| - |
| - |
| - |
| 16,064 | ||||
Interest expense |
| (14,169) |
| (27,827) |
| (13,278) |
| (25,972) |
| (656,272) | ||||
Gain/(loss) on asset sales |
| - |
| - |
| - |
| - |
| (29,477) | ||||
|
|
|
|
|
| |||||||||
Income (loss) before taxes |
| (16,717) |
| (41,479) |
| (15,380) |
| (32,802) |
| (1,826,555) | ||||
|
|
|
|
|
| |||||||||
Provision (benefit) from Income Taxes |
|
|
| - |
| - |
| (1,164) | ||||||
|
|
|
|
|
| |||||||||
Net Income (Loss) before extraordinary item |
| (16,717) |
| (41,479) |
| (15,380) |
| (32,802) |
| (1,827,719) | ||||
Extraordinary gain, net |
|
|
| - |
| - |
| 400,000 | ||||||
|
|
|
|
|
| |||||||||
Net Income (Loss) | $ | (16,717) | $ | (41,479) | $ | (15,380) | $ | (32,802) | $ | (1,427,719) | ||||
|
|
|
|
|
| |||||||||
Net Income (Loss) per share |
| (0.01) |
| (0.01) |
| (0.01) |
| (0.01) |
| (0.17) | ||||
|
|
|
|
|
| |||||||||
Weighted Average Number of shares outstanding |
| 15,225,000 |
| 15,225,000 |
| 15,225,000 |
| 15,225,000 |
| 8,573,029 | ||||
See accompanying notes to financial statements
4
GAMEPLAN, INC.
[A Development Stage Company]
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2007 and 2006 and for the period from inception through June 30, 2007
(Unaudited)
For the Six Months Ended 30-Jun-07 | For the Six Months Ended 30-Jun-06 | Inception Through 30-Jun-07 | ||||||
Cash Flow Used for Operating Activities |
|
| ||||||
Net Loss | $ | (41,479) | $ | (32,802) | $ | (1,427,719) | ||
Adjustments to Reconcile net loss to to net cash used for operating activities: |
|
| ||||||
Depreciation | - |
| - |
| 174,645 | |||
Bad Debt Expense | - |
| - |
| 911 | |||
Notes issued in exchange for interest expense | - |
| - |
| 59,588 | |||
Notes issued in exchange for accrued interest | - |
| - |
| 49,589 | |||
Stock issued for expenses | - |
| - |
| 3,000 | |||
Loss on disposal of assets | - |
| - |
| 29,477 | |||
(Increase)/Decrease in prepaid expenses | (5) |
| - |
| (5) | |||
Increase/(Decrease) in accrued expenses | 27,147 |
| 24,972 |
| 305,183 | |||
Net Cash Flows Used for Operating Activities | (14,337) |
| (7,830) |
| (805,331) | |||
|
| |||||||
Cash Flows used for Investing Activities |
|
| ||||||
Capital expenditures | - |
| - |
| (520,761) | |||
Proceeds from disposal of property | - |
| - |
| 316,641 | |||
Net Cash Flows Used for Investing Activities | - |
| - |
| (204,120) | |||
|
| |||||||
Cash Flows used for Financing Activities |
|
| ||||||
Shareholder loan proceeds | 22,000 |
| 9,500 |
| 1,509,467 | |||
Loan Principle Payments | - |
| - |
| (531,018) | |||
Proceeds from Issuance of Common Stock | - |
| - |
| 39,791 | |||
Net Cash Flows Used for Financing Activities | 22,000 |
| 9,500 |
| 1,018,240 | |||
|
| |||||||
Net Increase / (Decrease) in cash | 7,663 |
| 1,670 |
| 8,789 | |||
|
| |||||||
Beginning Cash Balance | 1,126 |
| 187 |
| - | |||
|
| |||||||
Ending Cash Balance | $ | 8,789 | $ | 1,857 | $ | 8,789 | ||
|
| |||||||
Supplemental Disclosures |
|
| ||||||
Cash Paid for Taxes | $ | - | $ | - | $ | - | ||
Cash Paid for Interest | $ | - | $ | - | $ | - | ||
See accompanying notes to financial statements
5
GAMEPLAN, INC.
[A Development Stage Company]
Notes to Condensed Consolidated Financial Statements
June 30, 2007
(Unaudited)
NOTE 1 - PRELIMINARY NOTE
The accompanying condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These interim financial statements include all adjustments consisting of normal recurring entries, which in the opinion of management, are necessary in order to make the financial statements not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006.
NOTE 2 - RELATED PARTY TRANSACTIONS
During the quarter, multiple shareholders loaned the Company an additional $20,000. The Payable to Shareholders accrued an additional $14,169 in interest for the three months ended June 30, 2007.
NOTE 3 – GOING CONCERN
The Company has incurred losses from inception, has a net working capital deficiency, and has no operating revenue source as of July 2007. Financing the Company’s activities to date has primarily been the result of borrowing from a shareholder and others. The Company’s ability to achieve a level of profitable operations and/or additional financing may impact the Company’s ability to continue as it is presently organized. Management plans include continued development of the business, as discussed in NOTE 4 of the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006.
6
Item 2. Management's Discussion and Analysis or Plan of Operation.
Forward Looking Statements
From time to time, our representatives or we have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the discussion of certain important factors included in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 that could cause actual results to differ materially from such forward-looking statements.
Management is currently unaware of any trends or conditions other than those mentioned in this management's discussion and analysis that could have a material adverse effect on the Company's consolidated financial position, future results of operations, or liquidity. However, investors should also be aware of factors that could have a negative impact on the Company's prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources. These include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the Company seek to do so, (iii) increased governmental regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the Company or to which the Company may become a party in the future and, (vi) a very competitive and rapidly changing operating environment.
The risks identified here and in the Company's Form 10-KSB for the fiscal year ended December 31, 2006 are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
The information set forth in the following discussion should be read with the financial statements of Gameplan, Inc. included elsewhere herein.
Plan of Operation
For the past several years the Company's President, Robert G. Berry, has been actively developing a comprehensive business plan for the Company. Initially, the plan focused exclusively on the use of Internet technology to offer the public a user-friendly and effective tool to seek qualified professional legal services matching specific legal needs.
During the third quarter of the Company's fiscal year ended December 31, 2000, the Company announced the completion of an expanded, comprehensive new business plan (the "New Plan"). The New Plan builds upon the Company's former concepts related to providing legal services. However, the New Plan envisions the creation of multiple new subsidiaries and/or divisions of the Company for the purpose of providing a variety of new integrated products and services including financial services, insurance products, digital escrow services, advanced digital research, two member legal service organizations of licensed attorneys using Internet-based tools for locating and engaging legal counsel and an Internet "clicks to bricks" site through which all subsidiaries can be accessed.
The focus of the several business plans is dedicated to the satisfactory resolution of potential, threatened and actual conflict through products, services, information and proprietary technology.
The mission of the several business plans is to provide efficient and "win-win" resolutions to conflict through a family of divergent companies representing a total available market "TAM" of approximately 40+% of the gross domestic product of the U.S. and to oversight each company within this business ecosystem with divergent thought and action, ethical boundless leadership, empowerment and learning models with fixed and controlled processes.
7
So conceived the Company is a conglomerate of products, services, information and proprietary technology and is referred to in the Company's Web site as "The Business Ecosystem."
The Company anticipates that these proposed services will be developed and provided to the consumer based upon strict adherence to the business and professional model developed by Mr. Berry. This model, known as "Integrative Conflict Resolution" (ICR") is the subject of a book titled "Beneath the Gavel" and authored by Mr. Berry. The new e-book has two parts. The first part focuses on the present sick system of resolving conflict with attorneys and is particularly critical of the manner in which conflict is resolved with attorneys and insurance companies. The focus of the second part is to offer specific educational, licensing, special interest, court and/or legislative reforms together with win-win action plan practice solutions, which is referred to in the Company's Web site as "Public Ecosystem."
Reference is made to the full summary of the New Plan, which is set forth in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006.
Since announcement, there have been no material developments in the business plan other than the completion of the Company's web site (http://conflictcare.com/). No other elements of the New Plan have been implemented and the Company has no revenues from business operations. Implementation of the New Plan is contingent upon the Company raising substantial amounts of working capital, locating and hiring a qualified management team, engaging multiple third-party service providers to design and implement a complex, Internet-based, information handling system for the Company and its proposed family of subsidiaries, and entering into agreements and alliances with attorneys, lending and financial service providers, insurance providers, and other risk-management professionals. Significant aspects of the Company's New Plan are new and unproven in the marketplace. Accordingly, there are substantial risks and uncertainties associated with investment in the Company which are more fully set forth in the "Risk Factors" section of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,2006.
Under the New Plan, the Company will seek either debt, equity or a combination of debt/equity financing to launch the new plan in very defined and specific steps all with appropriate benchmarks and monuments and/or strategic alliances such as mergers and/or acquisitions to develop in multiple phases a finance company, two insurance companies, two companies having a membership component for plaintiff and defense legal services, a third-party escrow company, and two legal-related Internet companies. The Company intends to adhere strictly to the certain business and professional model of Integrative Conflict Resolution Techniques, which has been expounded in the recently published book, authored by Robert G. Berry the Company's President.
There may be market or other barriers to entry or unforeseen factors, which make the New Plan unfeasible. Accordingly, the Company may refine, rewrite, or abandon some or all elements of the New Plan. In conjunction with the New Plan, or as an alternative thereto, the Company is in the process of actively seeking merger and/or acquisitions of existing companies. These merger and acquisition activities are contingent on the Company’s ability to raise substantial amounts of capital. The Company can give no assurance that it will be successful in locating suitable merger and/or acquisition candidates.
Apart from any cash requirements necessary to implement the New Plan, the Company will continue to incur expenses relating to maintenance of the Company in good standing, filing required reports with the SEC and other regulatory agencies, and investigating potential business ventures. The Company believes that such additional maintenance expenses will be advanced by management or principal stockholders as loans to the Company. During the quarter ended June 30, 2007 multiple shareholders loaned the Company $ 20,000 to fund the business operations.
8
Item 3. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer (the "Certifying Officers"), as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, the Certifying Officers carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of June 30, 2007. Their evaluation was carried out with the participation of other members of the Company's management. Based upon their evaluation, the Certifying Officers concluded that the Company's disclosure controls and procedures were effective.
The Company's internal control over financial reporting is a process designed by, or under the supervision of, the Certifying Officers and effected by the Company's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of the Company's financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Company's financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are being made only in accordance with the authorization of the Company's Board of Directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on its financial statements. There has been no change in the Company's internal control over financial reporting that occurred in the quarter ended June 30, 2007, that has materially affected, or is reasonably likely to affect, the Company's internal control over financial reporting.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
In February, 2007, Mr. Jenkins purchased 6,030,000 shares of the common stock of GamePlan Inc. from The Robert G. Berry Trust for 3 cents a share.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
9
Item 6. Exhibits
Exhibits
31.1
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of, Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
GAMEPLAN, INC. | ||
Date: August 13, 2007 | /s/ Robert G. Berry | |
Robert G. Berry, | ||
President and Director |
11