<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 28, 1999
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
SPORTSNUTS.COM INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-14477 87-0561426
---------------------------- ------------------------ ----------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
THE TOWERS AT SOUTH TOWNE #2, SUITE 550,
10421 SOUTH 400 WEST, SALT LAKE CITY, UTAH 84095
(Address of principal executive offices)
Registrant's telephone number, including area code (801) 816-2500
None
(Former name or former address, if changed since last report.)
The Registrant filed the 8-K to which this amendment relates on August 12, 1999.
In that filing, the Registrant stated that, for purposes of Item 7 therein, it
would elect to file its financial Statements at a later date as permitted by
Item 7 of Form 8-K. This amendment is solely for purposes of filing the
Registrant's Financial Statements.
<PAGE> 2
Item 7. Financial Statements and Exhibits
(a) Unaudited Condensed Financial Statements of Sportzz.com, Inc. (a
development stage company) as of and for the three months ended June 30,
1999. (Because Sportzz.com, Inc. was incorporated on April 7, 1999, there
are no financial statements to disclose as of and for the year ending
December 31, 1998. Also for this reason, there are no financial statements
to present for Sportzz.com, Inc. for the comparable period of the prior
year.)
2
<PAGE> 3
Sportzz.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
Unaudited Condensed Balance Sheet
<TABLE>
<CAPTION>
June 30, 1999
<S> <C>
ASSETS
Property and equipment, net 37,143
--------
$ 37,143
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 27,428
--------
Total current liabilities 27,428
Stockholders' equity:
Common stock, no par value: 1,000,000 shares authorized; 100,000 shares
issued and outstanding 32,249
Accumulated deficit (22,534)
--------
Total stockholders' equity 9,715
--------
$ 37,143
========
</TABLE>
See accompanying notes.
3
<PAGE> 4
Sportzz.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
Unaudited Condensed Statement of Operations
For the period from inception (April 7, 1999) through June 30, 1999
<TABLE>
<CAPTION>
<S> <C>
Revenues $ 0
Operating expenses:
General and administrative 22,534
--------
Total Operating Expenses 22,534
--------
Operating income (22,534)
Other income (expense): 0
--------
Loss before income taxes (22,534)
Income tax benefit (expense) 0
--------
Net loss $(22,534)
========
</TABLE>
See accompanying notes.
4
<PAGE> 5
Sportzz.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
Unaudited Condensed Statement of Cash Flows
For the period from inception (April 7, 1999) through June 30, 1999
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(22,534)
Adjustments to reconcile net income to net cash used
in operating activities:
Depreciation and amortization 2,687
Changes in operating assets and liabilities:
Increase in accounts payable 27,428
--------
Net cash flows used in operating activities 7,581
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (7,581)
CASH FLOWS FROM FINANCING ACTIVITIES None
--------
Net increase in cash 0
Cash at beginning of period 0
--------
Cash at end of period $ 0
========
</TABLE>
See accompanying notes.
Non cash investing and financing activities:
1. On April 7, 1999, the Company issued 100,000 shares of common stock in
exchange for computer equipment and software valued at $32,249.
5
<PAGE> 6
Sportzz.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
June 30, 1999
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF ORGANIZATION AND BUSINESS
Sportzz.com, Inc. (the "Company"), a development stage company, was incorporated
under the laws of the State of Utah on April 7, 1999. The Company is engaged in
the development of internet based database management and application
development software, and it maintains an internet web site employing its
products for purposes of inputting, searching, and retrieving amateur sports
information including from leagues, schools, teams, and their player rosters,
game schedules, game results, photographs, articles, and statistics. The
Company's principal activities to date have involved obtaining financing,
recruiting management and technical personnel, securing operating facilities and
conducting research and development.
BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
Regulation S-X. Accordingly, certain information and footnote disclosures have
been condensed or omitted.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary for a fair presentation have been
included. The results of operations for interim periods are not indicative of
the results of operations to be expected for a full year.
2. RETAINED EARNINGS AND NET OPERATING LOSS
As shown in the accompanying financial statements, the Company did not generate
any revenues and incurred a net loss of $22,534 during the quarter ended June
30, 1999 (the Company commenced operations on April 7, 1999). As of June 30,
1999, the Company's current assets exceeded its current liabilities by $9,715.
The ability of the Company to continue as a going concern is dependent on
generating sales and obtaining additional capital and/or financing. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
The Company intends to obtain either debt or equity financing to sustain
operations.
6
<PAGE> 7
Sportzz.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
3. FIXED ASSETS
Fixed Assets consist of computer equipment and software, which is being
depreciated over a period of three years.
4. STOCKHOLDERS' EQUITY
ISSUANCES OF COMMON STOCK
For the three months ended June 30, 1999, the Company issued 100,000 shares of
common stock for fixed assets of $32,249.
5. SUBSEQUENT EVENT
MERGERS AND ACQUISITIONS
On July 28, 1999, the Registrant; a wholly owned subsidiary of the Registrant,
Sportsnuts Merger Sub., Inc., a Utah corporation ("Merger Sub"); Sportzz.com,
Inc., a Utah corporation ("Sportzz"); ObjectSelect, L.C., a Utah limited
liability company, being the sole shareholder of Sportzz (the "Shareholder");
and members of the Shareholder, consummated a reverse triangular merger of
Merger Sub with and into Sportzz, the result of which was that Sportzz became a
wholly owned subsidiary of the Registrant (collectively, the "Acquisition"). The
acquisition is more particularly described in that certain Plan and Agreement of
Merger (the "Acquisition Agreement"), attached as Exhibit 2.1 to the
Sportsnuts.com International, Inc. Form 8-K filing dated August 12, 1999.
As part of the Acquisition, the Registrant issued 944,882 shares of Registrant's
Common Stock (the "Shares"), valued at $3,750,000, to the Shareholder of
Sportzz, in consideration for the 100,000 shares of the issued and outstanding
Sportzz common stock. In addition, cash consideration of $100,000 was paid to
the Shareholder. Of this consideration, $10,000 of the cash, and one half of the
Shares were placed in escrow pending completion of certain post closing
covenants described in the Acquisition Agreement.
7
<PAGE> 8
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Condensed Combined Financial Statements of SportNuts.Com
International, Inc. (formerly Durwood, Inc.) and Sportzz.com, Inc.
PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS INTRODUCTION
The following unaudited pro forma condensed combined financial statements under
the column "SPORTSNUTS.COM INTERNATIONAL, Inc., (Formerly Durwood, Inc.)" have
been prepared from the historical financial statements of SportNuts.Com
International, Inc. (formerly Durwood, Inc.) (the "Company") which have been
restated to reflect the acquisition of SportsNuts.com under the terms described
in Item 1 of Form 8-K dated April 20, 1999, previously filed by the Company.
The unaudited pro forma condensed combined financial statements under the column
"Sportzz.com, Inc." have been prepared from the historical financial statements
of Sportzz.com ("Sportzz") from the time of its inception on April 7, 1999.
The unaudited pro forma condensed combined financial statements assume that the
acquisition of Sportzz occurred as of June 30, 1999 for the unaudited pro forma
condensed combined balance sheet, and as of April 7, 1999 (the date of inception
of Sportzz) for the unaudited pro forma condensed combined statements of
operations for the year ended December 31, 1998 and for the period ended June
30, 1999.
Accordingly, the unaudited pro forma condensed combined statement of operations
for the year ended December 31, 1998 does not include any balances for Sportzz,
and the unaudited pro forma condensed combined statement of operations for the
period ending June 30, 1999 includes the results of Sportzz since its inception
on April 7, 1999. The amortization adjustment to the combined statement of
operations for the period ending June 30, 1999 reflects the amortization of
goodwill and intangible assets recorded in connection with the purchase of
Sportzz for the period from April 7, 1999 through June 30, 1999. Because Sportzz
did not exist in 1998, there was no recognition of goodwill amortization in the
adjustments to the combined statement of operations for the year ending December
31, 1998.
The unaudited pro forma condensed combined financial statements should be read
in conjunction with the Company's historical consolidated financial statements
and related notes to such statements in the December 31, 1998 Annual Report on
Form 10-K filed by the Company; and in conjunction with the acquisition of
SportsNuts.Com, with its historical financial statements and notes thereto
included in Forms 8-K and 8-K/A filed by the Registrant on April 20, 1999 and
June 18, 1999, respectively. They should also be read in conjuction with the
consolidated financial statements of the Registrant and related notes thereto
contained in Form 10-QSB and filed by the Registrant on August 16, 1999.
The financial statements in Form 8-K/A filed on June 18, 1999 include pro forma
consolidated financial information for the Registrant giving effect for the
acquisition of SportNuts.com. The financial statements in Form 10-QSB filed on
August 16, 1999 include consolidated financial statements of the Registrant
(also giving effect for the SportsNuts.com acquisiton) for the second quarter
ending June 30, 1999. The Registrant intends to file amended financial
statements for both Form 8-K/A filed on June 18, 1999 and Form 10-QSB filed on
August 16, 1999 to reflect SportNuts.com, Inc. as the accounting acquirer in a
reverse merger into an inactive public company. The previously issued interim
financial statements in these filings reflected the merger as if the Registrant
was the accounting acquirer.
8
<PAGE> 9
The pro forma financial information has been prepared by the Registrant and all
calculations have been made based upon assumptions deemed appropriate by the
Registrant. In the opinion of management, all adjustments necessary to present
fairly the unaudited pro forma condensed combined financial statements have been
made.
The adjustments being made to the following balance sheet and statement of
operations are summarized as follows:
a) An adjustment was made to the balance sheet to reflect the capitalization
of intangible assets (Local Sports Network (LSN) database) and goodwill
related to the acquisition of Sportzz. The transaction is being accounted
for using the purchase method of accounting. Accordingly, the equity of
Sportzz is eliminated against the investment in Sportzz by Sportsnuts.com
International, Inc.
b) An adjustment was made to increase expenses related to amortization of the
LSN database and goodwill created in the purchase transaction. This
amortization was for the period from April 7, 1999 (the date of inception
of Sportzz) to June 30, 1999.
9
<PAGE> 10
SPORTSNUTS.COM INTERNATIONAL, INC.
(Formerly Durwood, Inc.)
PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 1999
<TABLE>
<CAPTION>
SPORTSNUTS.COM Pro Forma
INTERNATIONAL, Inc. Adjustments and
(Formerly Durwood, Combined Elimination Pro Forma
Inc.) Sportzz.com, Inc Total Entries Combined
------------------ ---------------- ----------- --------------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash $ 2,381,771 $ 2,381,771 $ (100,000) $ 2,281,771
Accounts Receivable 6,729 6,729 6,729
Inventories 60,654 60,654 60,654
Other Current Assets 76,929 76,929 76,929
----------- ----------- ----------- ----------- -----------
Total current assets 2,526,083 2,526,083 2,426,083
Property and equipment, net 688,253 37,143 725,396 725,396
LSN Database 3,300,000 3,300,000
Goodwill 540,285 540,285
----------- ----------- ----------- ----------- -----------
$ 3,214,336 $ 37,143 $ 3,251,479 $ 3,740,285 $ 6,991,764
=========== =========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 273,278 $ 27,428 $ 300,706 $ $ 300,706
Accrued liabilities 133,875 133,875 133,875
Accrued comp & other benefits 15,961 15,961 15,961
----------- ----------- ----------- ----------- -----------
Total current liabilities 423,114 27,428 450,542 450,542
Commitments and contingencies
Stockholders' equity:
Common stock 1,572 32,249 33,821 94
(32,249) 1,666
Additional paid-in capital 7,959,783 7,959,783 3,749,906 11,709,689
Accumulated deficit (3,632,633) (22,534) (3,655,167) 22,534 (3,632,633)
Subscription Receivable (1,537,500) (1,537,500) (1,537,500)
----------- ----------- ----------- ----------- -----------
Total stockholders' equity 2,791,222 9,715 2,800,937 3,740,285 6,541,222
----------- ----------- ----------- ----------- -----------
$ 3,214,336 $ 37,143 $ 3,251,479 $ 3,740,285 $ 6,991,764
=========== =========== =========== =========== ===========
</TABLE>
10
<PAGE> 11
SPORTSNUTS.COM INTERNATIONAL, Inc.
(Formerly Durwood, Inc.)
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SPORTSNUTS.COM Pro Forma
INTERNATIONAL, Inc. Adjustments and
(Formerly Durwood, Combined Elimination Pro Forma
Inc.) Sportzz.com, Inc. Total Entries Combined
------------------ ----------------- ------------- --------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues $ 535,634 $ 535,634 $ 535,634
Operating expenses:
Cost of sales 707,256 707,256 707,256
General and administrative 601,648 601,648 601,648
Selling and marketing 566,541 566,541 566,541
Research and development 163,633 163,633 163,633
----------- ----------------- ----------- --------------- -------------
2,039,078 2,039,078 2,039,078
----------- ----------------- ----------- --------------- -------------
Operating income (1,503,444) (1,503,444) (1,503,444)
Other income (expense):
Interest expense (59,563) (59,563) (59,563)
Gain on disposal of
property and equipment 4,168 4,168 4,168
----------- ----------------- ----------- --------------- -------------
Loss from continuing
operations before taxes (1,558,839) (1,558,839) (1,558,839)
Tax Expense (Benefit) 39,701 39,701 39,701
----------- ----------------- ----------- --------------- -------------
Loss from continuing
operations (1,598,540) (1,598,540) (1,598,540)
----------- ----------------- ----------- --------------- -------------
Loss from Discontinued
Operations (25,534) (25,534) (25,534)
Net loss $(1,624,074) $(1,624,074) $(1,624,074)
=========== ================= =========== =============== ===========
Basic and diluted net loss
per common share $ (.17)
===========
Weighted-average shares
outstanding 9,696,093
===========
</TABLE>
11
<PAGE> 12
SPORTSNUTS.COM INTERNATIONAL, Inc.
(Formerly Durwood, Inc.)
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
SPORTSNUTS.COM Pro Forma
INTERNATIONAL, Inc. Adjustments and
(Formerly Durwood, Combined Elimination Pro Forma
Inc.) Sportzz.com, Inc. Total Entries Combined
------------------ ----------------- ------------ --------------- ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues $ 463,441 $ 463,441 $ 463,441
Operating expenses:
Cost of sales 444,416 444,416 444,416
General and administrative 875,819 22,534 898,353 898,353
Selling and marketing 700,702 700,702 700,702
Research and development 123,574 123,574 123,574
LSN Database amortization 206,250 206,250
Goodwill amortization 13,507 13,507
------------ -------- ----------- --------- -----------
2,144,511 22,534 2,167,045 219,757 2,386,802
------------ -------- ----------- --------- -----------
Operating income (1,681,070) (22,534) (1,703,604) (219,757) (1,923,361)
Other income (expense):
Interest expense (3,097) (3,097) (3,097)
------------ -------- ----------- --------- -----------
(3,097) (3,097) (3,097)
------------ -------- ----------- --------- -----------
Loss before income tax (1,684,167) (22,534) (1,706,701) (219,757) (1,926,458)
benefit (expense)
Income tax benefit (expense)
------------ -------- ----------- --------- -----------
Net Loss After Taxes (1,684,167) (22,534) (1,706,701) (219,757) (1,926,458)
Minority Interest 66,769 66,769 66,769
------------ -------- ----------- --------- -----------
Net loss $ (1,617,398) $(22,534) $(1,639,932) $(219,757) $(1,859,689)
============ ======== =========== ========= ===========
Basic and diluted net loss
per common share $ (.16)
===========
Weighted-average shares
outstanding 11,863,525
===========
</TABLE>
12
<PAGE> 13
INDEX TO EXHIBITS
NUMBER EXHIBITS FILED WITH THIS REPORT
NONE
PREVIOUSLY FILED EXHIBITS WITH THE PRIOR FORM 8-K
FILED AUGUST 12, 1999
NUMBER
2.1 Agreement and Plan of Reorganization dated as of July 28,
1999, among SportsNuts.com International, Inc., SportsNuts
Merger Sub., Inc., Sportzz.com, Inc., ObjectSelect, L.C., and
individual members thereof.
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 hereunto duly authorized.
SPORTSNUTS.COM
INTERNATIONAL, INC.
(Formerly Durwood, Inc.)
Date: OCTOBER 11, 1999 By /s/ DAVID M. HILL
-------------------------------------
David M. Hill, Chief Financial Officer
13
