<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT 4
TO FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
INTERNET SPORTS NETWORK, INC.
(Name of Small Business Issuer in its charter)
FLORIDA 65-0704152
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
225 Richmond Street West, Suite 403, Toronto, Ontario, Canada M5V 1W2
(Address of principal executive offices) (Zip Code)
(416) 599-8800
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
NONE NONE
Securities to be registered pursuant to section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001
(Title of Class)
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
A. BUSINESS DEVELOPMENT
1. FORM AND YEAR OF ORGANIZATION
Internet Sports Network, Inc. was first incorporated in April, 1997 in
the state of Nevada. BirchTree Capital Corporation, a Florida corporation was
incorporated in the state of Florida on October 4, 1996. BirchTree Capital
Corporation was a publicly traded corporation, trading under the symbol BITC on
the Over the Counter/Bulletin Board. Effective January 19, 1999, the
stockholders of Internet Sports Network, Inc. a Nevada corporation initiated the
exchange of one hundred percent (100%) of their shares in that corporation for
nine million eighty five thousand two hundred twenty nine (9,085,229) shares of
BirchTree Capital Corporation. On February 1, 1999, BirchTree Capital
Corporation changed its name to Internet Sports Network, Inc., a Florida
corporation, and changed its OTC/BB symbol to ISNI. On February 22, 1999,
Internet Sports Network, Inc., a Nevada corporation merged into Internet Sports
Network, Inc. a Florida corporation with the Florida corporation being the
surviving entity. The surviving entity, Internet Sports Network, Inc., a Florida
corporation (the "Company" or "ISN") traded on the over the counter/bulletin
board as ISNI.
2. ANY BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING.
Not Applicable.
3. ANY MATERIAL RECLASSIFICATION, MERGER, CONSOLIDATION, OR
PURCHASE OR SALE OF A SIGNIFICANT AMOUNT OF ASSETS NOT IN THE ORDINARY COURSE OF
BUSINESS.
In January 1999, Internet Sports Network, Inc., then a privately held
Nevada corporation, entered into an agreement with Birchtree Capital
Corporation, a Florida shell corporation with no operations which traded on the
over the counter/bulletin board as "BITC" and its majority shareholder, Eric
Littman. Pursuant to this agreement, Birchtree Capital Corporation issued in
excess of 9,000,000 shares of stock to the shareholders of Internet Sports
Network, Inc., the Nevada corporation. For the additional consideration of being
permitted to retain 1,025,000 shares of common stock of Birchtree Capital
Corporation and for the cash payment of $250,000, Mr. Littman agreed to cancel
3,975,000 shares of common stock held in his name. At the time of this
transaction, the Company did not have sufficient cash resources to pay the
consideration requested by Mr. Littman. Certain of our shareholders, Benitz &
Partners and Mark Valentine, agreed to pay the cash consideration portion to Mr.
Littman in exchange for receiving an option to purchase 500,000 shares each of
common stock held by Mr. Littman. Benitz & Partners and Mark Valentine also
agreed to the cancellation of 350,000 shares each of their Internet Sports
Network, a Nevada corporation, common stock. Effective January 19, 1999, the
stockholders of Internet Sports Network, Inc. a Nevada corporation initiated the
exchange of one hundred percent (100%) of their shares for an equal number of
shares of common stock of Birchtree Capital Corporation. On February 1, 1999,
Birchtree Capital Corporation changed its name to Internet Sports Network, Inc.,
a Florida corporation, and changed its OTC/BB symbol to ISNI. On February 22,
1999, Internet Sports Network, Inc., a Nevada corporation merged into Internet
Sports Network, Inc. a Florida corporation with the Florida corporation being
the surviving entity. The capitalization of the resulting company, Internet
Sports Network, Inc., a Florida corporation was less than 1% of the issued and
outstanding shares of common stock held by former Birchtree Capital Corporation
shareholders and greater than 99% of the issued and outstanding shares of common
stock held by former Internet Sports Network, Inc. a Nevada corporation.
<PAGE>
Effective February 5, 1999, the Company acquired all of the shares of
SportsMark, Inc. an Alberta, Calgary, Canada corporation, SportsMark Promotions,
Inc., a Delaware corporation and Classroom 2000, Inc., an Alberta, Calgary,
Canada corporation, and assets of SMP SportsMark Promotions, International,
Inc., a Barbados Company (collectively "SportsMark" or "Sportsmark Group"). This
agreement resulted in the Company acquiring SportsMark's subscriber base and the
assets of SMP SportsMark Promotions International, Inc. which consisted of the
trademarks "Weekend Winners" and "Ultimate Draft" and all of its rights to use
U.S. Sports Contest Software. The shareholders of SportsMark received 1,500,000
shares of common stock of ISN and $1,254,000 cash as the consideration granted
in this agreement.
On March 5, 1999, ISN California, Inc. a California corporation was
incorporated as a wholly owned subsidiary of ISN. Effective March 5, 1999, the
Company entered into a Merger Agreement with Pickem Sports, Inc. a Maine
corporation doing business in California ("Pickem") and the individual
stockholders of Pickem Sports Inc., wherein ISN would purchase all of the stock
of Pickem Sports, Inc. in exchange for one million eight hundred seventy-seven
thousand nine hundred ninety five (1,867,995) shares of common stock of ISN and
$3,000,000 in cash. Also, pursuant to this Agreement, Pickem Sports, Inc. merged
with ISN California, Inc. with ISN California, Inc. being the surviving entity.
This merger resulted in the Company acquiring Pickem's web-based contest
software. This software creates specific contests for customers and strategic
joint ventures from the Company's proprietary generic programs.
Effective June 22, 1999, the Company acquired certain assets of
National Publisher Services, Inc., an Iowa corporation. These assets consisted
of the Ultimate Sports Publishing division, which is made up of the
publications: Ultimate Sports Baseball; Ultimate Sports Football; Hawes Fantasy
Baseball; Hawes Fantasy Football; Ultimate Sports Basketball, Hawes Fantasy
Basketball; and Ultimate Sports Hockey. Pursuant to this agreement, the Company
also acquired the trademarks "FTA" and "Ultimate Sports". Ultimate Sports
publishes fantasy sports contest publications and provides the Company with a
cross-marketing tool between traditional media and web-based media. These assets
were acquired for 125,000 shares of common stock of ISN and $860,000 cash.
ISN Wisconsin, a Wisconsin corporation was incorporated as a wholly
owned subsidiary of ISN. Effective June 30, 1999, the Company, ISN Wisconsin,
Inc., Innovation Partners Inc., d.b.a. SportsBuff, a Wisconsin corporation
("SportsBuff"), and the individual shareholders of SportsBuff entered into a
Merger Agreement, wherein ISN would purchase the stock of SportsBuff in exchange
for six hundred sixteen thousand sixty (616,060) shares of common stock of ISN
and $1,000,000 cash. Also, pursuant to this Agreement, Innovation Partners, Inc.
merged with ISN Wisconsin, Inc. with ISN Wisconsin, Inc. being the surviving
entity.
B. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
The Company is in an extremely competitive industry and it will require
substantial capital from outside sources in order to complete its business plan.
The Company anticipates that it will continue to generate financial losses for
the forseeable future. In the event the Company is unsuccessful in securing
outside capital, it may be required to curtail or cease operations altogether.
Under United States Generally Accepted Auditing Statements substantial doubt
exists regarding the ability of the Company to continue as a going concern.
The Company has sustained losses since its inception. For the period
from April 28, 1997 (inception) to April 30, 1998, the Company sustained losses
of $643,000. For the period from May 1, 1998 to March 31, 1999, the Company
sustained losses of $3,514,000. Management expects substantial losses for the
foreseeable future.
ISN operates in two business segments, sports entertainment (providing
sports related games, contests and content) and publishing. The percentage
allocations to each industry sector are 55% from sports entertainment and 45%
publishing based on management's estimate of the revenues generated from each
sector for the six month period ended as of September 30, 1999 on a pro forma
historical basis. Sports entertainment revenues are earned primarily from fees
from consumers who pay to enter sports contests (82% of sports entertainment
sector revenues) and fees from companies that license the contest applications
(18% of sports entertainment sector revenues).
The Company has recently entered the publishing sector through the
acquisition of Ultimate Sports on June 22, 1999 whereby it produces and
distributes annual pre-season sports magazines which provide content about
sports teams and players prior to the start of the given sports season . This
sector contributed 45% of the Company's gross
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revenues for the six month period ended September 30, 1999. Publishing
revenues are earned primarily from newstand sales (89% of publishing
revenues) and advertising within the publications (11% of publishing
revenues).
Company management believes that there is a trend away from revenues
generated by consumers paying fees to enter sports contests, toward an
advertising model, where consumers are provided the game free of charge and
revenues are generated primarily by either other businesses licensing the
Company's games and contests or advertisers paying to advertise or sponsor the
Company's games and contests. The Company further believes that the publishing
sector will not grow at the same rate as sports entertainment, and therefore
will become a smaller component of its gross revenues in the future relative to
the sports entertainment segment of its revenue model.
C. NARRATIVE DESCRIPTION OF BUSINESS.
ISN is an Internet based sports media and entertainment company
specializing in interactive sports contests, as well as offering some non-sports
games and contests. The Company offers consumers the opportunity to get involved
in their favorite sports by playing skill-testing contests based upon the
outcomes of real-life sporting events, such contests being generally known as
"fantasy sports". As well as fantasy sports, the Company offers
non-fantasy-style contests such as Internet animation games that emulate the
action of a real game, and trivia-question applications. The Company's sources
of revenue are fees from consumers who pay to enter "pay to play" contests,
revenues from media companies that license ISN's applications, and fees from
third parties advertising their products and services on web sites and offline
media where these contests take place.
The Company also offers sports contests in offline media such as
newspapers in order to augment its Internet distribution channel and to
establish its brand in offline channels as a migration path for the rapidly
growing number of consumers moving from offline to online media usage.
1. PRINCIPAL PRODUCTS AND THEIR MARKETS
THE MARKET
The Company markets contests in online as well as off-line media. There
has been no formal study of the fantasy sports market size, but various industry
publications such as Business 2.0 and Silicon Alley Reporter, estimate there is
somewhere between 11 to 15 million fantasy sports players online. These players
participate in a variety of pay-to-play contests as well as
advertising-supported no-fee contests.
According to Media Matrix, an Internet and Digital Media measurement
firm, as of August, 1999, there has been a continuing growth trend in the number
of visitors, in the amount of content viewed and the number of hours users spent
online over the past twelve months. Media Matrix indicated that:
- The number of monthly visitors (at home and work combined) to the
Internet grew more than 11 percent since July 1998 from 56.6 million to 62.9
million in July 1999.
- The average number of unique web pages viewed per visitor per day
increased by 25 percent to 40.1 pages in July 1999 from 32.2 pages in July 1998.
- The average number of unique pages viewed per month increased nearly
50 percent over the past twelve months, from 330 unique pages per visitor in
July 1998 to 487 per visitor in July 1999.
- the number of days users accessed the Internet increased nearly 20
percent from 10.3 days in July 1998 to 12.1 days in July 1999. Internet users
spent over 36 percent more time on the Internet in July 1999 than a year ago-an
increase from 5.8 average hours per person in July 1998 to 7.9 hours in June
1999.
In August 1999, Jupiter Communications, a provider of research on
Internet consumer behavior and Internet commerce, published a survey of
attitudes, behaviors and demographics of the online user. This survey estimate
the potential online market for sports and non-sports contests.
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According to this survey, participation in contests and sweepstakes is
one of the top 10 online activities. Amongst these "top 10 online activities"
contest participation showed the single greatest percentage growth annually,
from 27% of the online users in 1998 to 49% in 1999. According to this survey,
sports is one of the top categories of content accessed online.
Silicon Alley Reporter, a digital media industry trade publication,
stated that sports is the leading content application, and interactive sports
contests are the "killer application" that no sports web site can do without.
THE PRODUCTS
ISN has a range of contest products operating in online and offline
media, in sports and non-sports categories. The Company's products permit the
customer to subscribe to the level of competition, sophistication, and cost with
which they are most comfortable.
The Company's primary revenue is currently derived from subscription
packages. These products include contests co-branded with media distribution
companies, such as major web portals, television stations and newspapers, as
well as the Company's own "Sportsrocket" branded contests.
. The contest products provide a target marketing opportunity to the
sponsors/advertisers and merchandisers that work with the media companies, as
such contest products are believed, according to an articles from Business 2.0,
to be attractive to a targeted demographic that is mostly male and between the
ages of 18 and 45 years. With promotion and advertising contained in their media
properties, the Company designs and manages contests such as football, baseball,
basketball, golf, NASCAR, hockey or investment challenge contests. The net
revenues from the subscriptions for the contests are then divided between the
media company and the Company. The division of revenues from subscriptions
varies per the agreement. Under existing agreements, the division of revenues
range from as little as 80% to the Company to as much as 96% to the Company.
The Company also designs and manages contests on a fee-for-service
basis for major Internet portals and for other media companies. These contests
are client-customized, sports and non-sports games, contests and promotions.
While the Company's limited operating history renders it difficult to reach any
conclusions, the goal of these products and services is to: drive and sustain
traffic to the customer's web sites; attract sponsors and general advertising
revenues; promote the sponsor's products and services; convert casual visitors
to long-lasting members; build brand awareness; assist in gathering important
user information through registrations and surveys; and, create
cross-promotional opportunities between off-line and online media.
The Company's current marketing plan focuses on:
1. INCREASING PRIVATE LABEL ARRANGEMENTS WITH LEADING MEDIA
COMPANIES AND CONSUMER-PRODUCTS COMPANIES. The Company believes there is an
increasing demand for contest products, especially in online media. The Company
has recently entered into agreements with Labatt Brewing Company, Ltd. and
Playboy Enterprises. These agreements are to develop and maintain contest sites
for each of these companies websites. In the case of Labatt's, the website is
Beer.com, and in the case of Playboy, the website is Playboy Online. Although
hosted on the Company's server, the Company's technology allows the contest site
to appear to be on the media companies web site. The Company intends to
aggressively pursue additional relationships with large companies who
traditionally have an offline market but are seeking to increase their online
traffic through providing content on their web site. While varying in the
percentage split, these agreements require the Company and the media company to
share contest site generated contest revenue, advertising and merchandising.
2. INCREASING CROSS-PROMOTIONS FROM OFF-LINE MEDIA TO ONLINE
MEDIA. The Company believes that, through its experience in running contests
with media companies that have off-line (newspaper and television) and online
media products, there exists significant opportunity to capture consumer
attention through off-line media and to cross-promote these consumers to online
media.
3. MAGAZINE COMPANIES. The Company believes that certain
magazines can be effective distribution vehicles for increased sales of the
Company's premium series of contests. For example, in June, 1999 the Company
acquired certain assets of National Publisher Services, Inc. These assets were
comprised primarily of fantasy sports
4
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league statistics magazines in which the Company then prominently advertised
in online and offline games and contests. While the Company does not
anticipate entering into partnership arrangements with magazines, it will
continue to consider potential acquisitions of magazines which will
potentially provide consumers for its games and contests.
4. INTERNATIONAL GROWTH. While the Company does not currently
operate or advertise contests other than in Canada and the United States, the
Company anticipates that it will eventually expand its operations to South
America, Asia and Europe. This international strategy is at an extremely early
juncture and there is no assurance that the Company will be successful in
penetrating these international markets.
2. STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE.
Not applicable.
3. THE SOURCES AND AVAILABILITY OF RAW MATERIALS.
Not applicable.
4. THE IMPORTANCE OF PATENTS, TRADEMARKS, LICENSES, FRANCHISES
AND CONCESSIONS HELD.
The Company currently has an application pending with the United States
Patent and Trademark Office ("PTO") and the Canadian Patent and Trademark Office
for registration of the name "Internet Sports Network" as a servicemark. The
Company has registered the websites WWW.SPORTSPOOL.COM,
WWW.INTERNETSPORTSNET.COM, WWW.ULTSPORTS.COM, WWW.INTERNETSPORTSNETWORK.COM,
WWW.SPORTSBUFF.COM, WWW.SPORTSROCKET.COM AND WWW.PICKEM.COM. The Company
currently operates most of its contests on the WWW.SPORTSROCKET.COM website.
As part of the Sportsmark transaction, ISN acquired Sportsmark's
trademarks and tradenames filed in the Canadian trademark office including:
Sportsmark, All Star Challenge, Great Canadian Hockey draft, Fantasy Hockey
Dream Team, Fantasy Basketball Dream Team, Fairway Fantasy, Playoff Payoff,
Weekend Winners, Fantasy Baseball Dream Team, Fantasy Football Dream Team,
Hockey Draft Sweepstakes. The Sportmark trademark expires fifteen years from
January 18, 1999. All Star Challenge has recently acquired approval from the
Canadian trademark office. It's filing date will commence upon the filing of a
statement of use by the Company. Great Canadian Hockey draft will expire 15
years from April 30, 1997. Fantasy Hockey Dream Team will expire 15 years from
February 5, 1997. Fantasy Basketball Dream Team will expire 15 years from
January 14, 1997. Fantasy Football Dream Team will expire 15 years from February
24, 1989. Fairway Fantasy will expire 15 years from March 22, 1996. Playoff
Payoff will expire 15 years from August 28, 1994. Weekend Winners will expire 15
years from August 5, 1994, and Hockey Draft Sweepstakes will expire 15 years
from November 23, 1988.
As part of the transaction with National Publisher's Services, Inc.,
d.b.a. Ultimate Sports, the Company was assigned the trademarks "Ultimate
Sports" and "FTA". FTA was registered with the PTO on May 4, 1998 and thus would
expire by May 3, 2008. The "FTA" trademark consisting of stylized letters was
registered with the PTO on November 14, 1997 and would expire by November 13,
2007. The "Ultimate Sports" trademark was registered with the PTO on July 22,
1993 and would expire July 21, 2003. The Company has filed the assignment forms
with the United States Patent and Trademark office.
As part of the merger by and between Innovation Partners, Inc. d.b.a.
SportsBuff and ISN, Wisconsin, ISN Wisconsin is the surviving entity and has all
right and title to the trademarks, trade names and proprietary information owned
by SportsBuff. Such trademarks include "Buffball" and "SportsBuff". "SportsBuff"
was registered with the PTO on July 22,1997 and thus would expire by July 21,
2007. The mark "Buff Ball" was registered with the state of Wisconsin on
November 24, 1993 and is valid for a period of ten years.
The Company does not rely on proprietary technology in providing its
sports entertainment services. While the Company uses technology which has been
customized for its own purposes, the Company has deliberately avoided becoming
overly dependent on any one technology. By avoiding reliance on any one
technology, the Company will be able to take advantage of technological advances
to provide new and improved services and superior sports contests to its
subscribers.
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ISN has no collective labor agreements.
5. THE EXTENT TO WHICH THE BUSINESS OF THE SEGMENT IS OR MAY
BE SEASONAL.
Sports contests are geared towards the sports season for a
particular sport. As an example, the football season runs from September to the
Super Bowl in January; the hockey season runs from September through to the
playoffs in June; and the baseball season runs from April through to the World
Series in October. The Company offers contests surrounding most major sporting
seasons, however the majority of cash is received in the months prior to the
start of a given sports' season. As a result, the Company's cash flows tend to
be focused in the late summer, early fall prior to the Football (NFL),
Basketball (NBA) and Hockey (NHL) seasons. Cash flow representing approximately
40% of the Company's annual revenues are received in September to November.
Additional revenues are received during each sport season through weekly
contests and transaction revenues, however the bulk of cash receipts occur at
the start of each season. Revenue is recognized for accounting purposes evenly
over the course of the associated sporting event or season, therefore revenues
are higher from September to March, during the 3 main sport seasons discussed
above.
Magazine publishing occurs prior to the start of the four
major sporting league seasons (National Football League, Major League Baseball,
National Basketball Association and National Hockey League). As a result,
publishing revenues occur in June - July (Football) (40% of annual publishing
revenue), September - October (Hockey and Basketball) (30% of annual publishing
revenue) and February - March (Baseball) (30% of annual publishing revenue).
6. THE PRACTICE OF THE REGISTRANT AND THE INDUSTRY RELATING TO
WORKING CAPITAL ITEMS.
This item is not applicable to this industry or segment.
7. DEPENDENCE ON A SINGLE OR FEW CUSTOMERS.
Not applicable.
8. BACKLOG ORDERS.
Not applicable
9. GOVERNMENT APPROVAL.
No government approval is required for any of the Company's
current products or services.
10. COMPETITION
The Company is in an extremely competitive industry and it will require
substantial capital from outside sources in order to complete its business plan.
The Company anticipates that it will continue to generate financial losses for
the forseeable future. In the event the Company is unsuccessful in securing
outside capital, it may be required to curtail or cease operations altogether.
Under United States Generally Accepted Auditing Statements substantial doubt
exists regarding the ability of the Company to continue as a going concern.
The interactive sports contests industry is rapidly evolving and very
competitive, which the Company expects will intensify in the future. Barriers to
entry are minimal, allowing current and new competitors to launch new products
at a relatively low cost. The Company currently or potentially competes with
other companies which have sports related websites. These competitors include
ESPN.com, CDM, Inc., CBS Sportsline.com, SmallWorld Sports, Sandbox,
Commissioner.com, Prime Sports Interactive as well as many other smaller
competitors.
Many of the Company's current and potential competitors have longer
operating histories, larger customer bases, greater brand name recognition and
significantly greater financial, marketing and other resources than the Company.
In addition, other competitors may be acquired by, receive investments from, or
enter into other commercial
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relationships with larger, well-established and well-financed companies as
use of the Internet and other online services increases. Certain of the
Company's competitors may be able to devote greater resources to marketing
and promotional campaigns, and devote substantially more resources to Web
site and systems development then the Company. Increased competition may
result in reduced operating margins, loss of market share and a diminished
franchise value. There can be no assurance that the Company will be able to
compete successfully against current and future competitors, and competitive
pressures faced by the Company may have a material adverse effect on the
Company's business, prospects, financial condition and results of operations.
Further as a strategic response to changes in the competitive environment,
the Company may, from time to time, make certain service or marketing
decisions or acquisitions that could have a material adverse effect on its
business, prospects, financial condition and results of operations. New
technologies and the expansion of existing technologies may increase the
competitive pressures on the Company. In addition, companies that control
access to transactions through network access or Web browsers could promote
the Company's competitors or charge the Company a substantial fee for
inclusion.
11. RESEARCH AND DEVELOPMENT COSTS
Not Applicable.
12. COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS AND
REGULATIONS
The Company is not involved in a business which involves the use of
materials in a manufacturing stage where such materials are likely to result in
the violation of any existing environmental rules and/or regulations. Further,
the Company does not own any real property which would lead to liability as a
land owner. Therefore, the Company does not anticipate that there will be any
costs associated with the compliance of environmental laws and regulations.
13. EMPLOYEES
As of the date hereof, the Company employed 34 full-time employees and
5 part-time employees. The Company hires independent contractors on an "as
needed" basis only. The Company has no collective bargaining agreements with its
employees. The Company believes that its employee relationships are
satisfactory. In the long term, the Company will attempt to hire additional
employees as needed based on its growth rate.
D. FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS.
1. ISN currently derives 100% of its net sales from the United
States of America and Canada. A detailed discussion of the information on the
basis of geographic areas is set forth below and in the Financial exhibits
provided in item 15 below. There were no transfers between geographic areas
during the periods ending March 31, 1999 and April 30, 1998. Identifiable assets
in the United States equal approximately $12,457,000 and $0 in fiscal 1999 and
1998, respectively. The remaining identifiable assets are in Canada. The
$12,457,000 of identifiable assets in the United States consist of the
following:
<TABLE>
<S> <C>
- Purchased intangibles (net) $8,891,000
- Goodwill(net) 3,556,000
- Capital assets 10,000
</TABLE>
The purchased intangibles were comprised of trademarks, licenses to use
tradenames, software licenses, customer lists and newspaper advertising
contracts. A complete list of trademarks and tradenames are provided in Item 1
C. 4, "The importance of Patents, Trademarks, Licenses, Franchises and
Concessions held"
I. REVENUE ATTRIBUTION.
For the 11 month period ending March 31, 1999, reflecting the results
of acquired companies outlined on page 1 from the dates of acquisition, with
comparative figures for the period from April 28, 1997 (inception) through April
30, 1998:
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A. United States: Of the Company's net revenues
$28,000 is attributable to U.S. customers, consisting of 18% of the Company's
total revenues. In 1998, there were no net revenues attributable to U.S.
customers.
B. All foreign countries: Of the Company's revenues
$124,000 is attributable to all foreign countries, consisting of 82% of the
Company's total revenues. In 1998, $77,000 or 100% of the Company's net revenues
were attributable to Canadian customers. All foreign countries, for purposes of
this calculation is limited to Canada.
II. LONG-LIVED ASSETS.
Not Applicable.
2. CROSS REFERENCE TO FINANCIAL STATEMENTS.
The information requested by this section is contained in the
Financial Exhibits and provided in Item 2.
3. RISKS ATTENDANT TO FOREIGN OPERATIONS.
The primary risk attendant to foreign operations of ISN is the effect
of currency exchange rates. The unit of measurement of the Company is the
Canadian dollar while the reporting currency is the United States dollar. The
assets and liabilities of the Canadian subsidiaries are translated using the
exchange rate in effect at the year end, and revenue and expenses are translated
at the average rate during the period. Exchange gains or losses on translation
of the Company's net equity investments in these subsidiaries are recognized as
a component of other comprehensive income. The translation adjustments as of
March 31, 1999 and April 30, 1998 were insignificant. The impact of an
appreciation in the value of the Canadian dollar in relation to the United
Stated dollar could have an adverse impact on the results from operations on the
Company. Management is aware of this risk, and presently does not believe that
it would be cost effective to hedge this risk at this time.
As at March 31, 1999, stated in United States dollar equivalents,
$128,000 of the Company's $3,139,000 current assets were denominated in Canadian
dollars, and $137,000 of the Company's $339,000 current liabilities were
denominated in Canadian dollars for a net Canadian dollar denominated liability
of $9,000. All other amounts are denominated in United States dollars. The
Company has not entered into any currency exchange contracts.
It is the Company's policy when gathering information from subscribers
to permit each subscriber to provide only information required to identify the
subscriber and to mark as option certain information fields, and to permit the
subscriber to opt out of receiving announcements, advertising and marketing from
the Company and its affiliates. The Company endeavors to comply with all privacy
requirements of those countries to which is subject to jurisdiction. The Company
currently generates 100% of its revenue from United States and Canadian sources
and as a result believes that it is in compliance with all laws associated with
internet commerce.
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4. INTERIM FINANCIAL INFORMATION.
The financial data for geographic areas is not indicative of future
operations of the Company. The Company has made several acquisitions based in
the United States during 1999, and as such related revenues and expenses from
the United States will increase significantly as a percentage of total revenue
and in gross amounts. For the six months ending September 30, 1999, revenue
attributable to the United States and Canada are as follows:
<TABLE>
<CAPTION>
REVENUE %
------- -
<S> <C> <C>
United States $1,572,000 84.5
Canada $ 289,000 15.5
----------- ----
TOTAL $1,861,000 100.0
========== =====
</TABLE>
E. AVAILABLE INFORMATION.
Not Applicable.
F. REPORTS TO SECURITY HOLDERS.
Not Applicable.
G. ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS.
Not Applicable.
ITEM 2 FINANCIAL INFORMATION
The Company is in an extremely competitive industry and it will require
substantial capital from outside sources in order to complete its business plan.
The Company anticipates that it will continue to generate financial losses for
the forseeable future. In the event the Company is unsuccessful in securing
outside capital, it may be required to curtail or cease operations altogether.
Under United States Generally Accepted Auditing Statements substantial doubt
exists regarding the ability of the Company to continue as a going concern.
SELECTED HISTORICAL FINANCIAL DATA
The following is management's discussion and analysis of ISN's financial
condition and results of operations. Detailed information is contained in the
financials included in this document. This section contains forward-looking
statements that involve risks and uncertainties, such as statements of ISN's
plans, objectives, expectations and intentions. The cautionary statements made
in this document should be read as being applicable to all related
forward-looking statements wherever they appear in this document.
9
<PAGE>
The following table sets forth, for the periods indicated, selected financial
information for the Company:
INTERNET SPORTS NETWORK, INC.
SELECTED HISTORICAL FINANCIAL DATA SCHEDULE
FROM INCEPTION TO MARCH 31, 1999
<TABLE>
<CAPTION>
Period from April 28
11 months ended 1997 (inception) to
MARCH 31, 1999 APRIL 30, 1998
-------------- --------------------
<S> <C> <C>
Net sales or operating revenues 152,000 77,000
Prize commitments and other direct costs 250,000 41,000
Other costs and expenses 1,466,000 670,000
Interest and bank charges 17,000 9,000
Stock compensation, stock options and debenture
related costs 796,000 -0-
BTC transaction and other due diligence costs 546,000 -0-
Amortization of purchased intangibles and goodwill 827,000 -0-
-----------------------------------------
Net loss before tax (3,750,000) (643,000)
Deferred tax recovery 236,000 -0-
------------------------------------------
==========================================
Loss from operations (3,514,000) (643,000)
===========================================
===========================================
Loss from operations per common share (0.45) (0.17)
===========================================
</TABLE>
<TABLE>
<CAPTION>
As at As at
MARCH 31, 1999 APRIL 30, 1998
-------------- --------------
<S> <C> <C>
Cash and cash equivalents 2,928,000 9,000
Other current assets 211,000 76,000
-----------------------------------------
Total current assets 3,139,000 85,000
Purchased intangibles and goodwill, net 13,492,000 -0-
Equipment, net 84,000 46,000
-----------------------------------------
Total Assets 16,715,000 131,000
=========================================
Total current liabilities 339,000 167,000
Deferred income taxes 3,855,000 -0-
Long-Term obligations -0- 196,000
-----------------------------------------
-----------------------------------------
Total liabilities 4,194,000 363,000
-----------------------------------------
Common stock 17,127,000 425,000
Share subscriptions receivable -0- (14,000)
Deferred compensation -0- (449,000)
Accumulated deficit (4,157,000) (643,000)
-----------------------------------------
Total shareholders' equity 12,521,000 (232,000)
-----------------------------------------
Total liabilities and shareholders' equity 16,715,000 131,000
=========================================
Cash dividends per common share -0- -0-
Cash dividends declared per common share -0- -0-
</TABLE>
10
<PAGE>
INTERNET SPORTS NETWORK, INC.
SELECTED HISTORICAL FINANCIAL DATA SCHEDULE
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
<TABLE>
<CAPTION>
Six Months Six Months Three Months Three Months
Ending Ending Ending Ending
September 30, October 31, September 30, October 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
REVENUE $ 1,861,000 $ 69,000 $ 1,189,000 $ 61,000
--------------------------------------------------------------
EXPENSES
Prize commitments and other direct costs 920,000 74,000 763,000 47,000
Salaries and benefits 921,000 135,000 535,000 85,000
Consulting fees 516,000 46,000 296,000 35,000
Advertising 228,000 303,000 140,000 282,000
General and administrative 1,096,000 207,000 611,000 166,000
Depreciation 65,000 7,000 60,000 3,000
Amortization of purchased intangibles 3,440,000 -0- 2,145,000 -0-
Amortization of goodwill 1,285,000 -0- 776,000 -0-
Options granted for services provided 1,145,000 -0- 1,145,000 -0-
Amortization of stock compensation 1,850,000 -0- 1,637,000 -0-
Amortization of deferred charges 225,000 -0- 225,000 -0-
Acquisition costs 96,000 -0- 45,000 -0-
-----------------------------------------------------------------
Total expenses 11,787,000 772,000 8,378,000 608,000
-----------------------------------------------------------------
Net loss before income taxes (9,926,000) (703,000) (7,189,000) (547,000)
Deferred income tax recovery (1,285,000) -0- (776,000) -0-
-----------------------------------------------------------------
Net loss and comprehensive loss (8,641,000) (703,000) (6,413,000) (547,000)
=================================================================
NET LOSS PER SHARE $ (0.45) $ (0.11) $ (0.33) $ (0.08)
==================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING 19,069,000 6,290,000 19,591,000 6,580,000
===================================================================
</TABLE>
11
<PAGE>
INTERNET SPORTS NETWORK, INC.
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
September 30, 1999
<S> <C>
Current
Cash and cash equivalents $ 1,297,000
Receivables 482,000
Prepaid expenses 55,000
----------------------------
1,834,000
Equipment, net 434,000
Deferred charges,net 1,125,000
Purchased intangibles, net 13,127,000
Goodwill, net 4,697,000
----------------------------
$ 21,217,000
============================
Current
Accounts payable $ 542,000
Accrued liabilities 35,000
Purchase price liability 500,000
Deferred revenue 401,000
Accrued prize commitments 275,000
Loan payable 250,000
----------------------------
2,003,000
Deferred income taxes 4,697,000
----------------------------
6,700,000
----------------------------
Shareholders' equity
Common stock and additional paid-in capital, 38,204,000
Share subscription receivable for 475,000 shares subscribed (190,000)
Deferred compensation (10,699,000)
Accumulated deficit (12,798,000)
----------------------------
14,517,000
----------------------------
$ 21,217,000
============================
</TABLE>
12
<PAGE>
SUMMARY UNAUDITED PRO-FORMA FINANCIAL DATA
The following presents summary unaudited pro-forma consolidated
financial information, which gives effect to the various acquisitions of the
Company occurring in the relevant periods. This summary pro-forma financial
information should be read in conjunction with such Historical and Pro-forma
Financial Data, the financial statements and Management's Discussion and
Analysis of Operations and Financial Condition of ISN. Pro-forma information is
presented based upon historical information and, accordingly, is not necessarily
indicative of future financial positions or results of operations.
The accompanying unaudited pro-forma consolidated statement of
operations is presented for the 11 months ended March 31, 1999. The pro-forma
consolidated statement of operations gives effect to the following acquisitions
as if they had occurred at the beginning of the period, May 1, 1998: Sportsmark
Group (acquired on February 5, 1999, therefore an additional 9 months of
results, since 2 months were included in the reported results), Pickem (acquired
on March 5, 1999, therefore an additional 10 months of results, since 1 month
was included in the reported results), and SportsBuff (acquired on June 30,
1999, therefore an additional 11 months of results, since no results were
included in the reported results).
A pro-forma balance sheet is not presented here, as all transactions
impacting the pro-forma information have been reflected in the consolidated
unaudited balance sheet as at September 30, 1999 presented herein.
PRO-FORMA INCOME STATEMENT (UNAUDITED)
11 MONTHS ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
ISN
SportsMark California
As Reported Group (Pickem) Sportsbuff Pro-forma Adj Note Pro-forma
------------ ----- --- -------- ---------- ------------- ---- ---------
A B C D
--- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUE 152,000 1,264,000 183,000 1,212,000 - 2,811,000
EXPENSES
Prize Commitments and other 250,000 600,000 35,000 606,000 - 1,491,000
Costs
Other Costs and Expenses 1,622,000 504,000 137,000 537,000 187,000 E 2,987,000
Interest and Bank charges 17,000 6,000 - 5,000 - 28,000
Promotion and Advertising 367,000 59,000 - 1,000 - 427,000
Amortization of Capital Assets 23,000 11,000 16,000 28,000 - 78,000
Stock compensation, stock option and
Debenture related costs 796,000 - - - - 796,000
Amortization of purchased 827,000 - - - 9,165,000 F 9,992,000
Intangibles and goodwill
----------------------------------------------------------------- -----------
NET LOSS BEFORE TAXES (3,750,000) 84,000 (5,000) 35,000 (9,352,000) (12,988,000)
Deferred income Tax Expense
(recovery) (236,000) 6,000 (1,000) - (2,571,000) G,H (2,802,000)
----------------------------------------------------------------- -----------
NET INCOME (LOSS) (3,514,000) 78,000 (4,000) 35,000 (6,781,000) (10,186,000)
================================================================= ===========
</TABLE>
NOTES TO THE CONSOLIDATED PRO-FORMA FINANCIAL STATEMENTS FOR THE ELEVEN MONTHS
ENDED MARCH 31, 1999:
The following is a description of the pro-forma adjustments referenced in the
consolidated pro-forma financial statements:
A. Represents the results reported for the 11 month period ending March
31, 1999. These figures include the results from Sportsmark Group from
February 5, 1999 to March 31, 1999 and the results of Pickem from March
5, 1999 to March 31, 1999.
13
<PAGE>
B. Pro-forma results from Sportsmark Group are calculated by taking the
results from the 12 month periods ending December 31, 1998 for
Sportsmark Promotions Inc, Classroom 2000 Inc. and SMP SportsMark
Promotions International Inc., and the 12 month period ending January
31, 1999 for Sportsmark Inc. and deducting the first three months of
results to reflect 9 months of results. The 12 month period ending
January 31, 1999 for Sportsmark Inc. was calculated by using the 12
month period ending November 30, 1998, adding the 2 months ending
January 31, 1999 and deducting from that the two month results for
December 1997 and January 1998. The results of operations for the
period January 1 to March 31, 1998 were deducted from the results of
Sportsmark Promotions Inc., Classroom 2000 Inc. and SMP SportsMark
Promotions International Inc., and the results of operations for the
period February 1 to April 30, 1998 were deducted from the results for
Sportsmark Inc. to arrive at the 9 month pro-forma amounts included in
this column. Approximately 2 months of results are included in the
As Reported column.
C. Pro-forma results from Pickem are calculated by taking the results from
the 12 month period ending December 31, 1998 and deducting the two
months of results from January 1 to February 28, 1998 to reflect 10
months of results. Approximately 1 month of results are included in the
As Reported column.
D. Pro-forma results from SportsBuff are calculated by taking the results
from the 11 month period ending March 31, 1999. No reductions to this
amount have been reflected, as no results for SportsBuff were included
in the results of operations for the 11 month period ending March 31,
1999. The acquisition of SportsBuff consisted of purchased intangibles
and goodwill of $5,087,000 and $2,035,000 respectively, the related
deferred income tax liability of $2,035,000, paid for with $1,000,000
cash and $4,066,000 in common stock. Also SportsBuff reflected capital
stock of $8,000 and accumulated deficit of $29,000 at the start of the
period.
<TABLE>
<S> <C> <C>
E. Acquisition costs associated with the acquisition of SportsBuff 50,000
Additional wages and benefits expense to reflect amounts taken as
dividends by Sportsmark Group during the period before acquisition 137,000
-------
TOTAL 187,000
-------
</TABLE>
<TABLE>
<S> <C> <C>
F. Additional amortization of purchased intangibles from the beginning of
the period to the date of acquisition:
- Sportsmark (9 months) 1,493,000
- Pickem (10 months) 2,604,000
- SportsBuff (11 months) 2,331,000
Additional amortization relating to 11 months of amortization of the
variance in the calculation of purchased intangibles if the
acquisitions of Sportsmark and Pickem had occurred at the beginning of the year. 166,000
---------
Total amortization of purchased intangibles 6,594,000
---------
Additional amortization of goodwill from the beginning of the period
to the date of acquisition:
- Sportsmark (9 months) 597,000
- Pickem (10 months) 1,041,000
- SportsBuff (11 months) 933,000
---------
Total amortization of goodwill 2,571,000
---------
Total amortization of purchased intangibles and goodwill 9,165,000
---------
</TABLE>
<TABLE>
<S> <C> <C>
G. Additional amortization of deferred taxes from the beginning of the
period to the date of acquisition:
- Sportsmark (9 months) 597,000
- Pickem (10 months) 1,041,000
- SportsBuff (11 months) 933,000
---------
Total amortization of deferred taxes 2,571,000
=========
</TABLE>
14
<PAGE>
H. The deferred income tax liability and the goodwill arose as a result of
the differences between the financial reporting and tax values of the
purchased intangibles acquired through the Sportsmark Group, SportsBuff
and Pickem acquisitions. The deferred income tax liability is amortized
into income over the same period as the goodwill.
PRO-FORMA STATEMENTS
6 MONTHS ENDED SEPTEMBER 30, 1999
Pro-forma results include the results of operations for SportsBuff for the 6
month period ending September 30, 1999, as if the acquisition had occurred at
the beginning of the period. The accompanying unaudited pro-forma consolidated
statement of operations is presented for the 6 months ended September 30, 1999
and gives effect to the acquisition as if it had occurred at May 1, 1998. A
pro-forma balance sheet is not presented here, as all acquisitions impacting the
pro-forma information have been reflected in the consolidated unaudited balance
sheet as at September 30, 1999 presented herein.
<TABLE>
<CAPTION>
Pro-Forma
As Reported SportsBuff Total Adjustments Note Pro-Forma
----------- ------------ ----- ----------- ---- ---------
A
<S> <C> <C> <C> <C> <C> <C>
REVENUE $1,861,000 $ 238,000 $ 2,099,000 - $2,099,000
------------------------------------------------------------- ---------------
EXPENSES
Prize commitments and
other direct costs 920,000 276,000 1,196,000 - 1,196,000
Salaries and benefits 921,000 63,000 984,000 - 984,000
Consulting fees 516,000 5,000 521,000 - 521,000
Advertising 228,000 1,000 229,000 - 229,000
General and
administrative 1,096,000 89,000 1,185,000 - 1,185,000
Depreciation 65,000 2,000 67,000 - 67,000
Amortization of purchased
intangibles/goodwill 4,725,000 - 4,725,000 890,000 B 5,615,000
Options granted for services 1,145,000 - 1,145,000 - 1,145,000
Amortization of stock
compensation 1,850,000 - 1,850,000 - 1,850,000
Amortization of deferred charges 225,000 - 225,000 - 225,000
Acquisition costs 96,000 - 96,000 - 96,000
------------------------------------------------------------- ---------------
------------------------------------------------------------- ---------------
TOTAL EXPENSES 11,787,000 436,000 12,223,000 890,000 13,113,000
------------------------------------------------------------- ---------------
Net loss before income taxes (9,926,000) (198,000) (10,124,000) (890,000) (11,014,000)
Deferred Income Tax
Expense (Recovery) (1,285,000) - (1,285,000) (254,000) B (1,539,000)
------------------------------------------------------------- ---------------
NET LOSS (8,641,000) (198,000) (8,839,000) (636,000) (9,475,000)
============================================================= ===============
Net Loss per Share (0.49)
===============
Weighted avg. shares outstanding 19,069,000 306,000 19,375,000 19,375,000
============================================================= ===============
</TABLE>
A. Pre-acquisition results from SportsBuff are calculated by taking the actual
results for the 3 month period from April 1, 1999 to June 30, 1999.
B. Pro-forma adjustments consist of three months of amortization of the
purchased intangibles and related goodwill on the acquisition of
SportsBuff, from the start of the period (April 1, 1999) to the date of
acquisition (June 30, 1999). Amortization is being calculated on a straight
line basis over two years for purchased intangibles and goodwill of
$5,087,000 and $2,035,000 respectively as calculated if the acquisition
occurred on May 1, 1998. The related amortization for purchased intangibles
and goodwill is $636,000 and $254,000 totaling $890,000. The related
deferred tax impact is equal to the goodwill amounts of $254,000.
15
<PAGE>
OVERVIEW
ISN was originally incorporated on April 28, 1997 in Nevada for the
purpose of providing interactive, computer sports entertainment through the
Internet. The Company has a limited operating history on which to evaluate its
prospects. The risks, expense, and difficulties encountered by start up
companies must be considered when evaluating ISN's prospects.
The operating expenses of ISN cannot be predicted with certainty. They
will depend on several factors, including the amount of marketing expenses, the
acceptance of the Company's services in the market, and competition for such
services, and the acquisition activities of the Company. Management may be able
to control the timing of such expenses in part by speeding up or slowing down
marketing development and distribution activities and acquisition strategies.
From its inception in April 1997 to date, ISN has incurred costs
associated with the development of its internet sports entertainment products,
probable markets and business. ISN incurred costs for conducting test marketing
for its products and received revenues as a result. The test marketing consisted
of advertising, processing membership applications and analysis of responses.
During the period, ISN purchased computer and telecommunication equipment as
necessary to conduct its operations.
ISN financed its expenditures primarily through the sale of its common
stock. Since inception through March 31, 1999, the company issued approximately
10,256,000 million common shares for net cash consideration of approximately
$9,178,000.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company has incurred losses since inception and has an accumulated
deficit of $12,798,000 to September 30, 1999. The Company anticipates that it
will continue to generate financial losses for the forseeable future. In the
event the Company is unsuccessful in securing outside capital, it may be
required to curtail or cease operations altogether. Under United States
Generally Accepted Auditing Statements substantial doubt exists regarding the
ability of the Company to continue as a going concern.
It is the intention of management to raise the additional capital
through the sale of additional capital stock of the Company, although there can
be no assurance that ISN will be able to obtain such funds.
Cash used by operating activities is $1,606,000, which is less than the
net loss due to amortization and other share based expenses. Since inception,
the Company has funded its capital requirements by financing activities,
substantially through the sale of its equity securities.
Capital expenditures from inception to March 31, 1999 were $115,000.
ISN has current commitments to upgrade its management information system,
telecommunications system and office equipment to accommodate anticipated growth
at an estimated cost of $250,000 over the next six months. Overall, capital
expenditures, including those anticipated as a result of acquisition activity,
during the year ending March 31, 2000 is anticipated to approximate $1,000,000.
The Company's management believes that an additional $3,000,000 in
funds and the revenues generated by its operations will be sufficient to fund
its operations for the next twelve months under the current plan of
operations. Additional funding may be required for further acquisition
activity, depending on the cash component of the purchase price of any
contemplated acquisitions. It is expected that such funds will be obtained by
the sale of additional capital stock of the Company, although there can be no
assurance that ISN will be able to obtain such funds.
Beyond the next twelve month period, the Company will require working
capital to fund operations during the off peak months (June to August).
Excluding acquisition activity, the funds required would be approximately $2
million (bringing the total funding requirement to $5,000,000 when combined with
the $3,000,000 discussed above). In quarter 4 of this year, the Company
intends to commence the sale of up to $5 million of common stock of the
16
<PAGE>
Company on a private basis to accredited investors who are United States and
Canada residents. As mentioned above, should the Company be unable to raise
the required funds, it will be forced to curtail operations or cease
operations entirely. At the end of the next twenty-four month period, the
Company intends to operate on cash from operations from that point forward.
Any additional capital requirements would be due to acquisition activities,
or modifications to the current growth plans. To the extent that cash from
operations is insufficient to fund the operations of the Company at the end
of the next twenty-four month period, the Company will have to assess
whether, given the status of the Internet industry and the Company's ability
to raise further funds through the sale of debt or equity capital, it will
have sufficient liquidity to continue operations. Should the Company's cash
from operations be insufficient, and should the Company be unable to raise
additional funds, it will be forced to curtail operations or cease operating
as a going concern entirely.
The Company maintains its interest in acquiring companies and assets
which can benefit the Company's business and subscriber base. Currently, the
Company is reviewing potential acquisition targets which could provide
complimentary assets and market access to the Company's existing portfolio.
These acquisitions are not assured at this time, and there is a risk that these
acquisitions will not be completed.
RESULTS OF OPERATIONS
AMORTIZATION
The purchased intangibles and goodwill related to the acquisitions of
Sportsmark and Pickem totaled $14,319,000. Amortization for the eleven months
ending March 31, 1999, was $827,000. The purchased intangibles and goodwill
related to the acquisition of Ultimate Sports Publishing and SportsBuff totaled
$9,058,000. Amortization for the six months ended September 30, 1999 was
$4,725,000. The Company is amortizing purchased intangibles and goodwill over 24
months. These intangibles include trademarks, software licenses and intellectual
properties.
The Company expects to continue to acquire companies and assets that can
benefit its business and subscriber base. Currently, ISN is reviewing potential
acquisition targets that could provide complementary games and contests and as
well as new customers for the Company's existing games.
SIX MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED) AS COMPARED TO THE SIX MONTHS
ENDED OCTOBER 31, 1998 (UNAUDITED).
REVENUE. The Company generated revenue of $1,861,000 for the period ending
September 30, 1999 as compared to revenues of approximately $69,000 for the
period ending October 31, 1998. Revenue from publishing was $960,000 for the
period ending September 30, 1999 as compared to $nil for the period ending
October 31, 1998 as a result of the acquisition of Ultimate Sports Publishing.
Revenue from contest management was $901,000 for the period ending September 30,
1999 as compared to $69,000 for the period ending October 31, 1998 as a result
of the acquisition of Sportsmark Group, Pickem and SportsBuff.
OPERATING EXPENSES. Total operating expenses were $3,746,000 as compared to
approximately $772,000 in the period ended October 31, 1998, for an increase of
$2,974,000. Approximately $1,932,000 of this increase was attributable to the
acquisitions of Sportsmark, Pickem Sports, Ultimate Sports Publishing and
SportsBuff. The overall increase is described in more detail below:
PRIZES AND OTHER DIRECT COSTS. Expenses associated with providing prizes for
contests and other direct costs increased to $920,000 from approximately $74,000
in the period ended October 31, 1998. Approximately $560,000 of the increased
costs in 1999 were the result of publishing costs associated with the magazine
publications. The remaining increase is the result of the costs associated with
the direct operating costs of the contests, and ISN prizing commitments for the
1999-2000 National Football League season contests. Prize commitments increased
approximately $200,000 over the prior period, primarily for the SportsBuff
national contest.
GENERAL AND ADMINISTRATIVE. Salaries and benefits increased $786,000 to $920,000
from $135,000 in the six month period in 1998, while consulting fees increased
by $470,000 to $516,000 from $46,000 in the prior year period. These increases
were the result of additional personnel and staff, mainly from the acquisitions
of Sportsmark, Pickem Sports, Ultimate Sports Publishing and SportsBuff, and
consultants hired for game development, web design and for other services.
Salaries and benefits for the six months ended September 30, 1999 also includes
$110,000 in severance costs associated with the closing of ISN's Vancouver
offices. Advertising expenses decreased $75,000 to $228,000 from $303,000 in the
prior year period. This decrease is mainly due to a significant initial
promotion run by the Company in September-October 1998. Other general and
administrative costs increased by $889,000, the majority of which resulted from
travel and other expenses which increased $215,000 to $256,000 as a result of an
increase in sales staff, increased sales efforts and financing activities.
Occupancy, telephone and legal and accounting costs at September 30, 1999 were
$305,000. The majority of legal and accounting fees relate to costs associated
with preparing regulatory
17
<PAGE>
filings. Interest expense and bank charges equaled $7,000. Other general and
administrative costs were $207,000 for the six months ending October 31,
1998. Depreciation was $65,000 in the six months ended September 30, 1999 as
compared to $7,000 for the prior year. This increase is due to equipment
acquisition throughout the period.
AMORTIZATION OF PURCHASED INTANGIBLES, GOODWILL AND OTHER. Amortization of
purchased intangibles was $3,440,000 and amortization of goodwill was $1,285,000
for the six months ended September 30, 1999 compared to no amortization of such
amounts in the prior year period. The amortization was related to the purchases
of Sportsmark, Pickem Sports, Ultimate Sports Publishing and SportBuff. The
Company is amortizing the cost of these acquisitions over 24 months.
Amortization of purchased intangibles and goodwill attributable to publishing
totaled $218,000 and $nil respectively.
The Company amortized $1,850,000 of costs related to stock based compensation
resulting from stock options granted to officers, employees and directors. The
compensation expense was calculated as the difference between the option
exercise price and the share price as reported by the OTC/BB of the Company's
common stock at the date of issuance. The options may be exercised at prices
between $0.40 to $6.00 and vest over periods ranging from 17 to 36 months. The
Company is amortizing the expense relating to the options over their vesting
periods. Also, the Company expensed $96,000 of acquisition costs related to the
purchase of SportsBuff and Ultimate Sports Publishing, as well as due diligence
costs associated with potential transactions that were not completed.
The Company is recognizing a $1,145,000 expense for 600,000 stock options
granted to consultants in lieu of compensation for services provided to the
Company. This amount was calculated using the Black-Scholes options pricing
model. The options may be exercised between $4.00 and $4.08 per share.
NET LOSS FROM OPERATIONS. The Company experienced a loss of $8,641,000 after the
benefit of deferred taxes of $1,285,000 for the period ended September 30, 1999
as compared to a loss of $703,000 for the period ended October 31, 1998. Loss
per share in the period ended September 30, 1999 was $ (.45) compared to $ (.11)
in the prior year period.
THREE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED) AS COMPARED TO THE THREE
MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED).
REVENUE. The Company generated revenue of $1,189,000 for the three month period
ending September 30, 1999 as compared to revenues of approximately $61,000 for
the three month period ending October 31, 1998. Revenue from publishing was
$660,000 for the three months ending September 30, 1999 as compared to
$nil for the three months ending October 31, 1998 as a result of the
purchase of Ultimate Sports Publishing. Revenue from contest management was
$529,000 for the three month period ending September 30, 1999 as compared
to $61,000 for the three months ending October 31, 1998 as a result of the
acquistion of Sportsmart Group, Pickem and SportsBuff.
OPERATING EXPENSES. Total operating expenses were $2,405,000 as compared to
approximately $608,000 in the period ended October 31, 1998, for an increase of
$1,797,000. Approximately $1,304,000 of this increase was attributable to the
acquisitions of Sportsmark, Pickem Sports, Ultimate Sports Publishing and
SportsBuff. The overall increase is described in more detail below:
PRIZES AND OTHER DIRECT COSTS. Expenses associated with providing prizes for
contests and other direct costs increased to $763,000 from $47,000 in the period
ended October 31, 1998. Approximately $360,000 of the increased costs in 1999
were the result of publishing costs associated with the magazine publications.
The remaining increase is the result of the costs associated with the direct
operating costs of the contests, and ISN prizing commitments for the 1999-2000
National Football League season contests. Prize commitments increased
approximately $200,000 over the prior period, primarily for the SportsBuff
national contest.
GENERAL AND ADMINISTRATIVE. Salaries and benefits increased $450,000 to $535,000
from $85,000 in the three month period in 1998, while consulting fees increased
by $261,000 to $296,000 from $35,000 in the prior year period. These increases
were the result of additional personnel and staff, mainly from the acquisitions
of Sportsmark, Pickem Sports, Ultimate Sports Publishing and SportsBuff, and
consultants hired for game development, web design and for other services.
Salaries and benefits for the three months ended September 30, 1999 also
includes $110,000 in severance
18
<PAGE>
costs associated with the closing of ISN's Vancouver offices. Advertising
expenses decreased $142,000 to $140,000 from $282,000 in the prior year
period. This decrease is mainly due to a significant initial promotion run by
the Company in September-October 1998 as well as a move from direct to
consumer advertising to a business to business approach. Other general and
administrative costs increased by $445,000, the majority of which resulted
from travel and other expenses which increased $38,000 to $76,000 as a result
of an increase in sales staff, increased sales efforts and financing
activities. Occupancy, telephone and legal and accounting costs for the three
months ending September 30, 1999 were $234,000. The majority of legal and
accounting fees relate to costs associated with preparing regulatory filings.
Interest expense and bank charges equaled $3,000. Other general and
administrative costs were $156,000 for the three months ending October 31,
1998. Depreciation was $60,000 in the three months ended September 30, 1999
as compared to $3,000 for the prior year. This increase is due to equipment
acquisition throughout the year.
AMORTIZATION OF PURCHASED INTANGIBLES, GOODWILL AND OTHER. Amortization of
purchased intangibles was $2,145,000 and amortization of goodwill was $776,000
for the three months ended September 30, 1999 compared to no amortization of
such amounts in the prior year period. The amortization was related to the
purchases of Sportsmark, Pickem Sports, Ultimate Sports Publishing and
SportBuff. The Company is amortizing the cost of these acquisitions over 24
months. Amortization of purchased intangibles and goodwill attributable to
publishing totaled $201,000 and $nil respectively.
The Company amortized $1,637,000 of costs related to stock based compensation
resulting from stock options granted to officers, employees and directors. The
compensation expense was calculated as the difference between the option
exercise price and the share price as reported by the OTC/BB of the Company's
common stock at the date of issuance. The options may be exercised at prices
between $0.40 to $6.00 and vest over periods ranging from 17 to 36 months. The
Company is amortizing the expense relating to the options over their vesting
periods. Also, the Company expensed $45,000 of acquisition costs related to the
purchase of SportsBuff, as well as due diligence costs associated with potential
transactions that were not completed.
The Company is recognizing a $1,145,000 expense for 600,000 stock options
granted to consultants in lieu of compensation for services provided to the
Company. This amount was calculated using the Black-Scholes options pricing
model. The options may be exercised between $4.00 and $4.08 per share.
NET LOSS FROM OPERATIONS. The Company experienced a loss of $6,413,000 after the
benefit of deferred taxes of $776,000 for the period ended September 30, 1999 as
compared to a loss of $547,000 for the period ended October 31, 1998. Loss per
share in the period ended September 30, 1999 was $ (.33) compared to $ (.08) in
the prior year period.
TOTAL ASSETS. The total assets of ISN as of September 30, 1999 totaled
$21,217,000 compared to $16,715,000 at March 31, 1999. The increase in total
assets was attributable to the net increase in purchased intangibles and
goodwill of $9,058,000 resulting from the acquisition of SportsBuff and Ultimate
Sports Publishing. See chart below for summary of assets acquired in the two
transactions. Further increase in assets of $2,600,000 is from the funds raised
from the sale of common stock not spent to date. These increases are offset by
operating losses and amortization costs during the period.
<TABLE>
<CAPTION>
===================================================================================================================
As at As at
June 22, 1999 June 30, 1999
Ultimate Sports SportsBuff
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net assets acquired at fair values:
Working capital $ 0 $ (290,000)
Equipment 0 36,000
Purchased intangibles 1,610,000 5,320,000
Goodwill 0 2,128,000
Deferred income taxes 0 (2,128,000)
----------- -----------
$ 1,610,000 $ 5,066,000
------------ ------------
Funded by:
Cash $ 860,000 $ 1,000,000
Shares of common stock 750,000 4,066,000
----------- -----------
$ 1,610,000 $ 5,066,000
===================================================================================================================
</TABLE>
19
<PAGE>
FISCAL PERIOD ENDED MARCH 31, 1999 (AUDITED) AS COMPARED TO FISCAL PERIOD ENDED
APRIL 30, 1998 (AUDITED)
REVENUE. Revenue totaled $152,000 for the eleven months ended March 31, 1999 as
compared to revenue of $77,000 for the period from April 28, 1997 (inception) to
April 30, 1998. Approximately $67,000 of the revenue increase was attributable
to the acquisitions of the Sportsmark and Pickem companies. The revenues include
two months of operating results for Sportsmark and one month for Pickem.
OPERATING EXPENSES. Total operating expenses were $1,733,000 in the eleven
months ended March 31, 1999 compared to $720,000 in the period ended April 30,
1998. Increases in operating expenses relating to the acquisitions of the
Sportsmark and Pickem companies were $260,000.
PRIZE COMMITMENTS AND OTHER DIRECT EXPENSES. Expenses associated with providing
prizes for contests were $250,000 in the eleven months ended March 31, 1999
compared to $41,000 in the period ended April 30, 1998. The increase in these
expenses resulted from increases in the number of contests and the number of
prizes awarded to contestants and other direct expenses.
GENERAL AND ADMINISTRATIVE. Salaries and benefits expenses were $385,000 in the
eleven months ended March 31, 1999 compared to $223,000 in the period ended
April 30, 1998. Consulting fees were $267,000 in the eleven months ended March
31, 1999 compared to $67, 000 in period ended April 30, 1998. The higher
expenses were the result of increases in personnel, particularly in sales and
marketing, the addition of personnel costs associated with the acquisition of
Sportsmark and Pickem and increased consulting fees paid for game developers and
other services. Advertising expenses were $367,000 in the eleven months ended
March 31, 1999 compared to $185,000 in the period ended April 30, 1998. Other
general and administrative expenses totaled $464,000, including $78,000 for
general expenses such as utilities, office supplies, etc, $72,000 for occupancy
and telephone, $86,000 for legal and accounting, $188,000 for travel and other,
$23,000 for depreciation and $17,000 for interest and bank charges, in the
eleven months ended March 31, 1999 compared to $204,000 in the period ended
April 30, 1998.
AMORTIZATION OF PURCHASED INTANGIBLES, GOODWILL AND OTHER. Amortization of
purchased intangibles and goodwill was $591,000 and $236,000, respectively, for
the eleven months ended March 31, 1999 compared to none in the period ended
April 30, 1998. The amortization was related to the purchases of Sportsmark and
Pickem and the cost of these acquisitions as well as those of Ultimate Sports
and SportsBuff are being amortized over 24 months.
In the eleven months ended March 31, 1999, ISN recognized $632,000 of expense
related to 970,000 stock options issued to consultants and outside entities for
various services provided to the Company. This amount was calculated using the
Black-Scholes options pricing model. The options may be exercised between $.40
and $1.75 per share. The Company also issued stock options to employees at $1.75
per share and recognized $20,000 of stock based compensation expense associated
with these options. The expense was calculated as the difference between the
option exercise price and the market value per share of ISN's common stock at
the date of issuance, and is being amortized over the vesting period of the
options.
The Company recognized $144,000 of expense associated with the early conversion
of convertible debentures due to mature in December 2002. This expense was
calculated based on the difference between the conversion rate of $.40 per share
actually used to convert the debentures to common stock as compared to the
conversion rate of $1.75, contemplated in the debenture agreement. A further
$546,000 of expenses were incurred associated with our transaction with
BirchTree Capital and with other transaction related costs.
NET LOSS FROM OPERATIONS. The Company experienced a loss of $3,514,000, after
the benefit of $236,000 for deferred taxes for the eleven months ended March 31,
1999 as compared to a loss of $643,000 for the period from inception to April
30, 1998. The loss per share for the eleven months ending March 31, 1999 was $
(.45) per share and for the period from inception to April 30, 1998 was $ (.17 )
per share. The increased loss per share attributable to expenses discussed
above, were offset by an increase in the weighted average number of shares
outstanding from 3,813,000 to 7,833,000.
20
<PAGE>
TOTAL ASSETS. The total assets of ISN as of March 31, 1999 totaled $16,715,000
compared to $131,000 at April 30, 1998. The increase in total assets was
attributable to two areas of significance:
- Increases in cash and cash equivalents of $2,919,000 due to the sale
of common stock, which raised approximately $8,786,000 less operating losses and
acquisition costs.
- The purchased intangibles and goodwill from the acquisition of
Sportsmark and Pickem totaled $10,228,000 and $4,091,000 respectively on which
1999 amortization was $827,000. These intangibles include trademarks, software
licenses and intellectual properties as well as a $4,091,000 tax effect. See
chart below for summary of assets acquired in the two transactions.
<TABLE>
<CAPTION>
As at
February 5, 1999 As at
Sportsmark Group March 5, 1999
of Companies Pickem Sports, Inc. Combined
<S> <C> <C> <C>
Net assets acquired at fair value
Working Capital ($129,000) $9,000 ($120,000)
Equipment 28,000 12,000 40,000
Purchased Intangibles & Goodwill 5,572,000 8,747,000 14,319,000
Deferred income taxes (1,592,000) (2,499,000) (4,091,000)
-----------------------------------------------------------------------
$3,879,000 $6,269,000 $10,148,000
=======================================================================
Funded by:
Cash 1,254,000 3,000,000 4,254,000
Shares issued 2,625,000 3,269,000 5,894,000
-----------------------------------------------------------------------
$3,879,000 $6,269,000 $10,148,000
=======================================================================
</TABLE>
YEAR 2000
The Company has developed and acquired its computer systems with an
objective to be Year 2000 compliant. ISN has engaged the services of qualified
technicians to determine the extent to which it may be vulnerable to third party
Year 2000 issues. As a relatively new corporation, all computer equipment
purchased, in August 1997 and August 1998, is Year 2000 compliant. The internal
software written by ISN's programmers is written with the long-date format
included and consequently is Year 2000 compliant. ISN uses Microsoft software
and has installed all the available "patches" to up-date this software. While
Microsoft "patches" have been installed as they have become available from
Microsoft, this affects less than .0005% of ISN's software and does not impact
on the on-going operation of the Company.
All of ISN's information technology equipment and non-related
information technology equipment has been tested or verified to be compliant by
the manufacturer. Verification was received by the manufacturer by providing a
certificate or by reviewing manufacturers web sites for verification. The
Company is in the process of installing patches or purchasing new equipment that
will ensure Year 2000 compliance for any items and suppliers which were
identified as non-compliant. All of the Company's material vendors have been
contacted and have provided the Company with information as to their compliance.
Based on these vendors' assurances, the Company believes that the vendors are
compliant as at October 31, 1999.
ISN has investigated its third party communications suppliers such as
the telephone company and its Internet service provider and found that all were
in the process of becoming Year 2000 compliant by October 31, 1999. Based upon
current information, management believes that the necessary modifications have
been made internally to effectively continue ISN into the Year 2000, however,
management is continuing to monitor internal systems, and to assess the
readiness of its systems, to ensure Year 2000 compliance. As a contingency, ISN
has identified other communication suppliers who could provide the necessary
service at a minimal cost to the Company, and a minimal
21
<PAGE>
effect on the operations of the Company. In the event no other communication
suppliers can be found, there could be a material adverse effect on the
Company and its operations.
The Company has identified all Year 2000 issues and believes that all
material changes have been made to complete its readiness as of October 31,
1999. Based upon current information, Management believes that all remaining
Year 2000 issues are insignificant in nature and do not adversely effect the
total business operations of the Company. Since all Year 2000 issues are
insignificant, the costs to address them are not extreme. The Company
anticipates costs of becoming Year 2000 compliant to be in the range of $35,000
to $50,000.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's only significant exposure is to foreign currency risk
related to the movement in the Canadian dollar in relation to the United States
dollar. The Company has not entered into any currency exchange instruments nor
any derivative instruments. Management is aware of this risk and presently does
not believe that it would be cost effective to hedge this risk at this time.
ITEM 3. DESCRIPTION OF PROPERTY
The main administrative offices of the Company are located at 225
Richmond Street West, Suite 403, Toronto, Ontario, Canada M5V 1W2. The Company
leases approximately 2,270 square feet of office space in Toronto. The lease
expires on May 31, 2000 and requires lease payments of approximately $2,500 per
month. The Company also operated administrative offices at 700-509 Richards St.
Vancouver, British Columbia, Canada V6B 2Z6. At this location, the Company
leases approximately 3,155 square feet of office space. The lease expires on
September 30, 2000 and currently requires lease payments of $26,028.72 per year.
The Company has formally closed the Vancouver offices, and is currently seeking
a sublease tenant for the Vancouver office space.
ISN California, Inc. operates at 3260 Hillview Ave., Palo Alto,
California 94304. The lease is an oral, month to month lease and requires lease
payments of approximately $2,933 per month.
Sportsmark's offices are located at 10201 Southport Road S.W. Calgary,
Canada T2W 4X9. Sportsmark leases approximately 3,516 square feet in Calgary.
The lease expires on March 31, 2000 and requires lease payments of approximately
$1,100 per month.
ISN Wisconsin, Inc. operates at 625 57th St, Suite 700 Kenosha,
Wisconsin 53140. ISN Wisconsin leases approximately 2,300 square feet. The lease
is a three year lease which expires January 31, 2002, although ISN Wisconsin has
an option to terminate the lease on January 31, 2000 with 120 day prior written
notice to the landlord. The lease requires payments of approximately $1,725 per
month. The Company has given written notice of its intent to terminate the
lease.
22
<PAGE>
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock, as of March 31, 1999 by
(i) each stockholder known by the Company to be the beneficial owner of more
than five percent of the outstanding Common Stock, (ii) each director of the
Company, (iii) each executive officer of the Company, and (iv) all directors
and executive officers as a group. Unless otherwise indicated, the address
for each stockholder is 225 Richmond Street West, Suite 403, Toronto,
Ontario, Canada M5V 1W2.
<TABLE>
<CAPTION>
====================================================================================================================
Title of Names/Address of Beneficial Owner Amount and Nature of Percent of Outstanding
Class Beneficial Ownership Common Stock
of shares Beneficially Owned
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Andrew DeFrancesco 950,650 5.3%
Chairman of the
Board/President/CEO
- --------------------------------------------------------------------------------------------------------------------
Common Patrick S. Earle 1,102,957 6.2%
700-509 Richards St.
Vancouver, BC
V6B 2Z6 Canada
- --------------------------------------------------------------------------------------------------------------------
Common Kenneth Crema -0-Vice Chairman of the Board 0%
- --------------------------------------------------------------------------------------------------------------------
Common Geoff Ford 675,000 3.8%
10201 Southport Road S.W. Director/Chief Operating
Suite 633 Officer/Senior Vice-President
Calgary, Alberta Canada T2W 4X9 Marketing and Sales
- --------------------------------------------------------------------------------------------------------------------
Common Brett Lindros 280,000 1.6%
Director
- --------------------------------------------------------------------------------------------------------------------
Common David Toews -0- 0%
Chief Financial
Officer/Secretary
- --------------------------------------------------------------------------------------------------------------------
Common Estimated all other shareholders 15,935,350 89.3%
- --------------------------------------------------------------------------------------------------------------------
Common All executive Officers and Directors 1,905,650 10.7%
as a Group (5 persons)
====================================================================================================================
</TABLE>
NOTES TO SECURITY OWNERSHIP
(1) Directors, executive officers and 5% shareholders comprise
3,008,607 of the approximate total of 17,841,000 issued and outstanding
shares of the Company as of March 31, 1999. By virtue of their direct
ownership of the Common Stock of the Company, management positions and
organizational efforts, may be deemed "control persons" of the Company, as
those terms are defined in the Securities Act of 1933 (the "Act"), and the
rules and regulations thereunder.
(2) Management and insider shareholdings shown do not include
1,655,000 outstanding options at March 31, 1999 to purchase common stock at
the varying exercise prices from $.40 to $1.75 per share issued to the
individuals named, until such time as said options are exercised.
23
<PAGE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The directors and officers of Internet Sports Network are as follows:
<TABLE>
<CAPTION>
NAME AGE OFFICE
---- --- ------
<S> <C> <C>
Andrew A. DeFrancesco 29 Chairman of the Board, President, CEO
Ken Crema 37 Vice-Chairman of the Board
David Toews 31 Chief Financial Officer and Secretary
Geoff Ford 45 Chief Operating Officer and Director
Brett Lindros 24 Director of Sports Media Properties
</TABLE>
ANDREW A. DEFRANCESCO has served as Chairman of the Board and President of
Internet Sports since March 1999. Prior to this time, he was an executive
Vice-President at Dominick & Dominick Securities, Inc. Canada with
responsibility for institutional equity sales and trading, and sourcing and
structuring of equity and debt financing. Prior to joining Dominick in
October, 1997, Mr. DeFrancesco held positions as Manager of Institutional
Trading and Sales from April 1994 to April 1995 and Associate Director,
Corporate Finance from April 1995 to July 1997, at C.M. Oliver & Company
Limited. From March 1993 to March 1994, he served as an associate financial
advisor at Midland Walwyn (now Merrill Lynch Canada). Mr. DeFrancesco
received his Bachelor of Arts in Economics and Politics from the University
of Western Ontario in 1992.
KEN CREMA served as Chief Executive Officer of Internet Sports from May 1999 to
November 1999, and a Director of ISNsince May 1999. In November, 1999 Mr. Crema
resigned as CEO of Internet Sports to take on his role as Vice Chairman. Before
joining ISN, Mr. Crema had been involved in EDM Electronic Direct Marketing
("EDM"), a company he founded in 1987 as a provider of business solutions
including customer service support, order processing and distribution services.
Under Mr. Crema's direction as Chief Executive Officer and Chairman, EDM grew to
over 900 employees to become an established private company, servicing clients
including AT&T, Compaq and Microsoft. In 1998, Mr. Crema sold EDM to Teletech, a
global customer care system integration company. Mr. Crema studied Business
Administration at Sir Wilfred Laurier University in Waterloo, Ontario.
DAVID TOEWS has served as Chief Financial Officer and Secretary of Internet
Sports since June 1999. Prior to joining ISN, Mr. Toews was Vice President of
Finance of EDM Electronic Direct Marketing Ltd./TeleTech Canada in Toronto
Ontario. In this position he was responsible for all aspects of financial
reporting, pricing and control for the Canadian operation of TeleTech Canada.
From March 1996 to September 1997, Mr. Toews was Controller of Tee-Comm
Electronics Inc. in Milton, Ontario. From 1990 to March, 1996, Mr. Toews was
employed by Coopers & Lybrand, joining in the general practice and finishing
his last year there as an audit manager. Mr. Toews holds a Bachelor of
Commerce (Honours) from McMaster University in Hamilton, Ontario and earned
the Chartered Accountant Designation in 1992.
GEOFF FORD has served as Chief Operating Officer and Director of Internet
Sports since February 1999. Mr. Ford co-founded Sportsmark, Inc. in 1986 when
the company created and introduced the first large scale commercial sports
contests to the Canadian and American public. Mr. Ford concurrently ran his
own consulting firm, Spectrum Information Systems Inc. from 1986 until 1992
when he sold his interests in the consulting firm to dedicate his full time
to Sportsmark. Mr. Ford sold his interest in Sportsmark to Internet Sports &
Entertainment Network, Inc. in 1999 and joined the Company in his current
position. Mr. Ford graduated from the University of Calgary with a Bachelor
of Commerce degree in 1977.
BRETT LINDROS has served as Director of Sports Media Properties and Director
of Internet Sports since May, 1999. Mr. Lindros is a former National Hockey
League player and current co-host of "Be a Player! The Hockey Show" on The
Sports Network. Mr. Lindros was born, and completed his high school education
in London, Ontario, Canada. He entered the NHL immediately upon graduation.
Drafted by the New York Islanders in 1994 in the first round, Mr. Lindros
made great strides as an NHL player until a concussion injury stopped his
career short in 1996. Mr. Lindros is using his experience and knowledge to
continue his connection with hockey and the NHL. He brings to the board of
directors not only his well-known name in hockey, but his knowledge of the
game and its players.
In November, 1999 Stephen Sadler, Albert Gnat and David Samuel resigned from
the Company's Board of Directors.
24
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION
The following table and attached notes sets forth the compensation
of the Company's executive officers and directors during each of the fiscal
years since inception of the Company. The remuneration described in the table
does not include the cost to the Company of benefits furnished to the named
executive officers, including premiums for health insurance, reimbursement of
expenses, and other benefits provided to such individual that are extended in
connection with the ordinary conduct of the Company's business. The value of
such benefits cannot be precisely determined, but the executive officers
named below did not receive other compensation in excess of the lesser of
$25,000 or 10% of such officer's cash compensation.
During the 1997-1998 fiscal year, beginning April 28, 1997
(inception) through April 30, 1998, no Officer or Director received any cash
consideration for salary, nor any aggregate remuneration for health insurance
and expenses, in excess of $40,000.
During the 1998-1999 fiscal year, beginning May 1, 1998 through
March 31, 1999, two directors received cash consideration for salary, in
excess of $40,000. Patrick Earle received $96,000 and Roger Earle received
$58,500.
The following table sets forth all compensation scheduled to be
received for services rendered to the Company in all capacities during the
1999-2000 fiscal year by those persons who are the Company's executive
officers and directors. No such individuals are scheduled to receive a total
annual salary and bonus which exceeds $100,000 during the 1999-2000 fiscal
year, ending March 31, 2000.
<TABLE>
<CAPTION>
=====================================================================================================================
Long Term Compensation
- ---------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
- ---------------------------------------------------------------------------------------------------------------------
Name and Principal Other Restricted Securities LTIP All other
Position Year Salary Bonus annual Stock Underlying Payouts Compen-
Compen- Awards Options/ sation
sation SARs
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Andrew DeFrancesco 2000 $80,000 TBD None None 950,000(2) None None
Chairman, President,
CEO (1)
- ---------------------------------------------------------------------------------------------------------------------
Geoff Ford 2000 $75,000 TBD None None 450,000(4) None None
Director/Chief
Operating Officer/
Senior
Vice-President
Marketing and Sales
- ---------------------------------------------------------------------------------------------------------------------
Ken Crema 2000 $0 0 None None 850,000(3) None None
Vice Chairman
- ---------------------------------------------------------------------------------------------------------------------
Brett Lindros 2000 $0 0 None None 275,000(4) None None
Director/Director of
Sports Media
- ---------------------------------------------------------------------------------------------------------------------
David Toews 2000 $73,000 TBD None None 150,000(5) None None
Chief Financial Officer/
Secretary
=====================================================================================================================
</TABLE>
See financial statements for fiscal year detail of executive
compensation.
NOTES TO EXECUTIVE COMPENSATION
(1) In order to maintain reduced operating overhead and provide
incentives, certain officers, directors and employees received options to
purchase common stock at a price of $0.40 per share in lieu of cash
consideration for salaries accrued but not paid. Officers and directors of
the Company were granted a total of 1,425,000 options to purchase shares of
restricted common stock in lieu of compensation pursuant to a July 22, 1999,
board of directors meeting. Andrew DeFrancesco received 700,000 shares of
common stock, in lieu of cash consideration, and at a cost basis of $.40 per
share, for services rendered but not paid during the period April 28, 1997
through January 19, 1999.
25
<PAGE>
These shares were provided to Mr. DeFrancesco for his role in the BirchTree
Capital Corp. transaction and not in his capacity as Chairman or President.
(2) Reflects options granted by the Company to Andrew DeFrancesco in
January 1999 to purchase 200,000 shares of Company Common Stock at the
exercise price of $.40 per share with such options expiring on or before
January 4, 2004; and options granted to Andrew DeFrancesco to purchase
250,000 shares of Company Common Stock at the exercise price of $1.75 per
share granted in January 1999; and options granted to Andrew DeFrancesco to
purchase 500,000 shares of Company Common Stock at the exercise price of
$0.40 per share vesting 50% November 1, 1999 and 50% November 1, 2000,
granted in July 1999. See "Options Outstanding" and "Certain Transactions".
(3) Reflects options granted by the Company to Ken Crema in January
1999 to purchase 350,000 shares of Company Common Stock at the exercise price
of $1.75 per share; and options granted to Ken Crema to purchase 500,000
shares of Company Common Stock at the exercise price of $0.40 per share
vesting 50% November 1, 1999 and 50% November 1, 2000, granted in July 1999.
See "Options Outstanding" and "Certain Transactions".
(4) Reflects options granted by the Company to Geoff Ford, and Brett
Lindros in February 1999 to purchase 150,000 shares of Company Common Stock
at the exercise price of $1.75 per share; with such options expiring on or
before March 25, 2004; and options granted to Geoff Ford and Brett Lindros to
purchase 300,000 and 125,000 shares of Company Common Stock, respectively, at
the exercise price of $0.40 per share vesting 33% November 1, 1999, 33%
November 1, 2000 and 34% November 1, 2001, granted in July 1999. See "Options
Outstanding" and "Certain Transactions."
(5) Reflects options to purchase 50,000 shares of common stock
granted to David Toews as an incentive to accept service with the Company as
Vice President of Finance and subsequently Chief Financial Officer in
February, 1999 at the exercise price of $1.75 per share; with such options
expiring on or before March 25, 2004. An additional 100,000 options at the
exercise price of $4.275 were granted in June, 1999.
The Company carries officers and directors liability insurance,
disability and life insurance benefits, as well as health insurance. The
health disability and life insurance benefits are available to employees of
the Company only. Only three executive officers or directors are currently
covered by employment agreements. The Company does not maintain any pension
plan, profit sharing plan or similar retirement or employee benefit plans.
Mr. Ford's employment agreement is for a term of three years. The
terms of this agreement specifies a salary as disclosed herein above.
<TABLE>
<CAPTION>
======================================================================================================
Individual Grants As of March 31, 1999 Grant Date Value
- ------------------------------------------------------------------------------------------------------
Name Number of Percent of Exercise Expiration Grant date
securities total or base Date present value $
underlying options/SARs price
Options/SARs granted to ($/Sh)
granted (#) employees in
fiscal year
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Andrew DeFrancesco 200,000 5.9% $ .40 2/28/04 $0
250,000 7.3% $1.75 3/25/04 $0
- ------------------------------------------------------------------------------------------------------
Ken Crema 350,000 10.4% $1.75 3/25/04 $0
- ------------------------------------------------------------------------------------------------------
Geoff Ford 150,000 4.4% $1.75 3/25/04 $0
- ------------------------------------------------------------------------------------------------------
Brett Lindros 150,000 4.4% $1.75 3/25/04 $0
- ------------------------------------------------------------------------------------------------------
David Toews 50,000 1.5% $1.75 3/25/04 $0
======================================================================================================
</TABLE>
26
<PAGE>
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
In January 1999, Internet Sports Network, Inc., then a privately
held Nevada corporation, entered into an agreement with BirchTree Capital
Corporation, a Florida shell corporation with no operations which traded on
the over the counter/bulletin board as "BICP" and its majority shareholder,
Eric Littman. Pursuant to this agreement, BirchTree Capital Corporation
issued in excess of 9,000,000 shares of stock to the shareholders of Internet
Sports Network, Inc., the Nevada corporation. For the additional
consideration of being permitted to retain 1,025,000 shares of common stock
of BirchTree Capital Corporation and for the cash payment of $250,000, Mr.
Littman agreed to cancel 3,975,000 shares of common stock held in his name.
At the time of this transaction, the Company did not have sufficient cash
resources to pay the consideration requested by Mr. Littman. Certain of ISN's
shareholders, Benitz & Partners and Mark Valentine, agreed to pay the cash
consideration portion to Mr. Littman in exchange for receiving an option to
purchase 500,000 shares each of common stock held by Mr. Littman. Benitz &
Partners and Mark Valentine also agreed to the cancellation of 350,000 shares
each of their Internet Sports Network, a Nevada corporation, common stock.
Effective January 19, 1999, the stockholders of Internet Sports Network, Inc.
a Nevada corporation initiated the exchange of one hundred percent (100%) of
their shares for an equal number of shares of common stock of BirchTree
Capital Corporation. On February 1, 1999, BirchTree Capital Corporation
changed its name to Internet Sports Network, Inc., a Florida corporation, and
changed its OTC/BB symbol to ISNI. On February 22, 1999, Internet Sports
Network, Inc., a Nevada corporation merged into Internet Sports Network, Inc.
a Florida corporation with the Florida corporation being the surviving entity.
The capitalization of the resulting company, Internet Sports
Network, Inc., a Florida corporation was less than 1% of the issued and
outstanding shares of common stock held by former BirchTree Capital
Corporation shareholders and greater than 99% of the issued and outstanding
shares of common stock held by former Internet Sports Network, Inc. a Nevada
corporation. Former BirchTree shareholders held a total of 50,000 shares
after the transaction consisting of 25,000 held by Mr. Littman and 25,000
held in the public float. This transaction provided the Company with access
to a public market and quote for its securities.
Officers and directors of the Company were granted options to
purchase common stock at the exercise price of $.40 per share on January 5,
1999. The right to purchase 155,000 shares of common stock were granted to
these officers and directors with a further 350,000 granted to consultants
who later became officers and/or directors. Options to purchase 100,000
shares of ISN's common stock have been exercised, the remaining 405,000 may
be exercised presently and expire on February 28, 2004. These options were
granted as an incentive to continue service with the Company.
From the January 5, 1999 stock options, in September, 1999, stock
options representing 100,000 shares were exercised at their exercise price of
$0.40 for total cash consideration of $40,000 and stock options representing
475,000 shares were exercised at their exercise price of $0.40 for
subscription receivable of $190,000.
ISN's directors were granted 1.3 million options to purchase common
stock pursuant to an option agreement on January 19, 1999. This option
agreement vested immediately and is exercisable over a five year period at
the exercise price of $1.75 per share. The shares underlying the options are
subject to piggyback and demand registration rights. These options were
granted as an incentive to continue service with the Company
On February 1, 1999 pursuant to an option agreement, Mr. Ford and
Mr. Gibson were each issued 150,000 options in connection with the
acquisition of Sportsmark and their appointment to the Company's Board of
Directors. Also on February 1, 1999, two key employees of Sportsmark, and on
March 5, 1999 two key employees of Pick'em each received 75,000 options
(300,000 options in the aggregate). All of these options are exercisable over
a five year period at an exercise price of $1.75. With the exception of those
options granted to Mr. Ford and Mr. Gibson, which vest immediately, 25% of
the options granted vest every six months commencing March 26, 1999 and
ending March 26, 2001. Vesting is conditioned upon employment on the vesting
date. If the Company is acquired, merged, or reorganized, or if the services
of the officers are terminated without cause by the board of directors, all
options vest immediately. These options have piggyback and demand
registration rights. These options were granted as an incentive to continue
service with the Company
27
<PAGE>
In February 1999, the Company granted 250,000 options to purchase
common stock at the exercise price of $1.75 to Dominick & Dominick
Securities, Inc. as payment for financial services rendered to the Company
since its inception in lieu of a payment of a fee. This option is exercisable
for a period of two years commencing February 3, 1999 and ending February 2,
2001. Dominick & Dominick Securities, Inc. transferred 200,000 of the options
to companies affiliated with Dominick or its affiliates resulting in Dominick
holding 50,000 options. Also in February, 1999, 50,000 options were granted
to Sandalwood Investments as compensation for consulting services. 250,000
options to purchase common stock were reserved to grant to individual
professional athletes in exchange for their services. Of the athlete options,
165,000 options have been granted to date in exchange for services to be
rendered to the Company. These options vest in 2000 and are exercisable for a
two year period. The athlete options are granted to induce professional
athletes to act as spokespersons for the Company.
In June 1999, the Company entered into a settlement agreement with
Mr. Patrick S. Earle, former director and President to terminate his
employment with and director's position. This agreement requires the Company
to pay Mr. Earle cash consideration of $60,000.
During June 1999, the Company granted 700,000 options to purchase
common stock at exercise prices ranging from $1.75 to $7.00 per share. Of
these options, 100,000 options were issued to David Toews at an exercise
price of $4.28 per share, vesting semi annually over an 18 month period
starting December 1, 1999. 400,000 options were issued to management of the
company, vesting over from 18 month to 3 years. The remaining 200,000 options
were granted to consultants and contractors to the company, with 100,000
vesting quarterly over 2 years, and the balance vesting immediately.
On July 22, 1999, the board of directors of the Company authorized
the issuance of 1,850,000 options to purchase shares of restricted common
stock at the exercise price of $0.40 to certain directors, officers and
management in lieu of compensation. 783,333 of these options vested on
November 1, 1999, 783,333 vest on November 1, 2000 and the remaining 283,334
options vest on November 1, 2001, with vesting being conditional on
continuing employment with the Company. The vested stock options are
exerciseable until July 21, 2004. As set forth in the Executive Compensation
chart under Item 6, the Company issued 1,425,000 of the foregoing options as
follows: 500,000 Andrew DeFrancesco, 500,000 Ken Crema, 300,000 Geoff Ford
and 125,000 Brett Lindros.
On July 30, 1999, the Company entered into a settlement agreement
with Mr. Neil Podmore, a former officer, to terminate employment. This
agreement requires the Company to pay $50,000 to Mr. Podmore and to grant him
options to purchase 54,000 common shares at an exercise price of $6.00 per
share.
ITEM 8. LEGAL PROCEEDINGS
To the best knowledge of management, there are no other legal
proceedings pending or threatened against the Company.
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<PAGE>
ITEM 9. MARKET PRICE OF AND DIVIDENDS OF THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDERS MATTERS
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS' COMMON
EQUITY AND OTHER STOCKHOLDERS MATTERS
A. MARKET INFORMATION
MARKET FOR THE ISSUER'S COMMON STOCK
AND RELATED MATTERS
The Company's common stock traded in the over-the-counter bulletin
board market as ISNI since the BirchTree Capital Corporation/ISN
recapitalization of January 1999 until September 2, 1999. Thereafter, the
Company has traded on the over the counter "pink sheets" as ISNI.
The following table sets forth the high and low bid prices for the
Company's common stock for each quarter within the last two fiscal years.
Information is only available since January 1999. The prices below also
reflect inter-dealer quotations, without retail mark-up, mark-down or
commissions and may not represent actual transactions:
<TABLE>
<CAPTION>
Quarter Ended Low Bid High Bid
---------------------------------------
<S> <C> <C>
March 31, 1999 $2.22 $5.88
June 30, 1999 $4.63 $9.50
July 22, 1999 $2.63 $6.69
</TABLE>
B. HOLDERS
As of September 30, 1999, there were approximately 180 holders of
Company Common Stock, as reported by the Company's transfer agent.
C. DIVIDENDS
The Company has not paid any dividends on its Common Stock. The
Company currently intends to retain any earnings for use in its business, and
therefore does not anticipate paying cash dividends in the foreseeable future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
As part of the initial incorporation of Internet Sports Network in
Nevada in April, 1997, the Company issued stock to certain of its founders at
the stock's par value or $.001. This issuance consisted of 1,102,957 shares
of common stock issued to Patrick Earle, 100,000 shares issued to Caulfield
Management and 450,000 shares issued to Mr. Neil Podmore. The sale of these
securities were exempt from registration on the basis of Section 3(a)(11) of
the Securities Act of 1933 (the "Act"). The proceeds of this sale were used
to fund incorporation and other start-up costs of the Company.
In July 1997, the Company sold common stock at the price of $.02 per
share to 22 investors all of whom were non-U.S. Residents, and of whom only 3
were non-accredited but sophisticated investors as defined under Regulation D
of the Act. In connection with this issuance the Company relied upon an
exemption available under Regulation S of the Act. The issuance consisted of
a total of 1,767,500 shares of common stock with total proceeds raised of
approximately $35,000. The funds were used for operations of the Company.
In Fall of 1997, the Company sold common stock at the price of $.25
per share to 17 investors all of whom were accredited and all of whom were
non-U.S. residents. All of these investors had a pre-existing shareholder and
business relationship with the Company. In connection with this issuance, the
Company relied upon an exemption available under Regulation S of the Act. The
issuance consisted of 1,579,543 shares issued with 1,449,543 issued for net
cash proceeds of approximately $361,000 and a further 130,000 issued in
satisfaction of accounts payable
29
<PAGE>
amounting to $32,500, for a total of approximately $396,000. The proceeds
were used for the operations of the Company.
In November and December 1997, the Company sold convertible
debentures, convertible to common stock at a rate of one share for every
$1.50 principal amount of debenture, to five individuals pursuant to an
offering relying upon Rule 506 of the Act. All of the investors were
accredited investors. The Company raised a total of $196,500 selling 131
debentures. The proceeds of the offering were used to expand the Company's
services and to begin a marketing program of these services. These investors
agreed, on or about November, 1998 to convert their debentures to common
stock of the Company at the conversion ratio of one share per $.40 of
principal resulting in 491,250 shares issued.
In June through September 1998, the Company offered common stock of
the Company at a price of $.40 per share. The Company sold 2,001,000 shares
of common stock to 22 investors raising approximately $801,000. The shares
were sold to accredited investors only who were non-U.S. Residents in
reliance on Rule 506 of the Act. The proceeds were used to fund Company
operations.
In late November-December 1998, the Company had entered into an
agreement with Digital Data Network, Inc. ("Digital Data") to conduct a share
exchange wherein Digital Data would be the surviving entity to be renamed
Internet Sports Network, Inc. Pursuant to that agreement, Digital Data and
two directors of Digital Data agreed to pay a total of $370,000 to the
Company in exchange for shares of common stock at $.40 per share. Digital
Data ., while not an accredited investor, had access through its due
diligence process to all material information regarding the Company. The
directors were accredited investors who also had access to information by
reason of their participation in the due diligence process. The Company
relied upon an exemption available under 3(a)(11) of the Act. In late
December, 1998, the Company realized that it would not have shareholder
approval of the agreement with Digital Data . Accordingly, and in accordance
with the agreement with Digital Data the Company terminated the agreement
with Digital Data . In accordance with the terms of a settlement agreement
between Digital Data and the Company, the Company paid $70,000 and 150,000
shares valued at $0.40 per share, or $60,000 to Digital Data in exchange for
a mutual release of claims. The initial $370,000 paid by the Digital Data
directors to the Company was refunded in full.
In January, 1999, the Company issued a total of 650,000 shares to
Brett and Eric Lindros for services rendered to the Company and to Colony
Investments for financial advisory services rendered to the Company. These
shares were verbally granted to the recipients in December of 1997 for their
roles in the financing of the Company from the Fall of 1997. The shares were
valued at $0.28 per share. The Company relied upon an exemption available
under 3(a)(11) of the Act. All three investors are accredited investors. No
funds were received in this transaction.
In January 1999, the Company entered into a share exchange agreement
with BirchTree Capital Corp. In that agreement, the shareholders of the
Company exchanged their shares for stock in BirchTree Capital Corp. The total
newly issued shares contemplated to be issued under this agreement consisted
of up to 9,085,229 shares of common stock of BirchTree Capital Corp. to be
delivered to Internet Sports Network shareholders who delivered their stock
for exchange. No funds were received in this transaction.
In January 1999, the Company issued 700,000 shares of common stock
to Mr. Andrew DeFrancesco. These shares were issued in exchange for services
rendered by Mr. DeFrancesco in the BirchTree Capital Corporation transaction
and were valued at $.40 per share. The Company relied on an exemption
available under Regulation S of the Act. Mr. DeFrancesco is an accredited
investor with a long history with the Company. No funds were received by the
Company in this transaction.
In March 1999, the Company offered up to $1,000,000 worth of common
stock utilizing Rule 504 of Regulation D of the Securities Act of 1933 at the
price of $1.75 per share. In this offering, 20 shareholders purchased a total
of 571,000 shares of common stock at a total price of $999,425. The funds
raised hereby were used to acquire SportsMark and to fund Company operations.
30
<PAGE>
On February 5, 1999, the Company acquired the Sportsmark Group for
1,500,000 shares of common stock and cash. The SportsMark entities were
accredited investors as that term is used in Regulation D of the Act. The
Company relied upon Regulation S as an exemption to this offering.
In February-May, 1999, the Company offered up to 4,571,429 shares of
common stock for a total consideration of $6 million to $8 million to
non-U.S. residents. Investors purchased common stock totaling a total of
4,454,472 shares for a total consideration of approximately $7,795,000. The
proceeds were used to acquire SportsMark and Pickem and to fund operations of
the Company.
Effective March 5, 1999, the Company acquired Pickem Sports. In this
acquisition the Company issued a total of 1,987,955 shares to 3 Pickem
shareholders in exchange for all of the common stock of Pickem. The Pickem
shareholders were accredited investors and the Company relied on the
exemption available under 3(a)(11) of the Act for this issuance.
In February-April 1999, the Company offered common stock to
accredited U.S. residents only, relying upon an exemption available under
Rule 506 of Regulation D of the Act. In this offering, a total of 31
investors acquired a total of 653,183 shares, for a total consideration of
$1,143,070. The proceeds were used to fund the operations of the Company.
Effective June 22, 1999, the Company acquired the assets of Ultimate
Sports Publishing from National Publisher Services Inc ("NPS"). In this
acquisition the Company issued a total of 125,000 shares to NPS in exchange
for the assets of Ultimate Sports Publishing. NPS was an accredited investor
and the Company relied on the exemption available under 3(a)(11) of the Act
for this issuance.
Effective June 30, 1999, the Company acquired Innovation Partners
Inc (d/b/a SportsBuff). In this acquisition the Company issued a total of
616,060 shares to 8 Innovation Partners shareholders in exchange for all of
the common stock of Innovation Partners. the Pickem shareholders were
accredited investors and the Company relied on the exemption available under
3(a)(11) of the Act for this issuance.
In July-September 1999, all of the stock options granted on January
5, 1999 were exercised, resulting in the issuance of 575,000 common shares
for proceeds of $230,000. $190,000 of the proceeds were provided by a
subscription receivable.
In August 1999, pursuant to a Site Development Services Agreement
with Labatt Brewing Company Limited ("LBCL"), the Company issued 1,000,000
shares of common stock into escrow to be released 200,000 per annum to LBCL
in exchange for an exclusive, five year agreement.
ITEM 11. DESCRIPTION OF SECURITIES
COMMON STOCK
The Company's Certificate of Incorporation authorizes the issuance
of 50,000,000 shares of common stock, $.001 par value per share, of which
approximately 17,841,000 shares were outstanding at March 31, 1999.
Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of common
stock have no cumulative voting rights. Accordingly, the holders of in excess
of 50% of the aggregate number of shares of Common Stock outstanding will be
able to elect all of the directors of the Company and to approve or
disapprove any other matter submitted to a vote of all shareholders. See
"Principal Shareholders."
31
<PAGE>
Holders of shares of common stock are entitled to share ratably in
dividends, if any, as may be declared, from time to time, by the Board of
Directors in its discretion, from funds legally available therefor. The
Company does not currently anticipate paying any dividends on its Common
Stock. In the event of a liquidation, dissolution or winding up of the
Company, the holders of shares of common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities. Holders of
common stock have no preemptive rights to purchase the Company's common
stock. There are no conversion rights or redemption or sinking fund
provisions with respect to the common stock. All of the outstanding shares of
common stock are fully paid and non-assessable.
Shares of Common Stock are registered at the transfer agent and are
transferable at such office by the registered holder (or duly authorized
attorney) upon surrender of the Common Stock certificate, properly endorsed.
No transfer shall be registered unless the Company is satisfied that such
transfer will not result in a violation of any applicable federal or state
securities laws. The Company's transfer agent is Interwest Transfer Company,
whose address is 1981 E. Murray Holiday Road, Salt Lake City, UT 84117.
OPTIONS
As of March 31, 1999, the Company had authorized a total of
3,415,000 options; of which 2,550,000 were held by officers and directors of
the Company at March 31, 1999 and of which 1,300,000 were held by now current
officers and directors of the Company. See Stock Option Summary for number of
options issued, exercise price, and expiration for each holder thereof.
As of September 30, 1999, the Company had authorized a total of
6,484,000 options, of which 2,775,000 are held by now current officers and
directors of the company. See Stock Option Summary for number of options
issued, exercise price, and expiration for each holder thereof.
In general, each Option (i) entitles the holder thereof to purchase
one share of Common Stock, (ii) will be exercisable for a period of (varied
time), commencing (a varied number of) months from the final delivery by the
Company of Common Stock (each Unit consisting of one share of Common Stock)
sold in the offering and (iii) is detachable and separately transferable only
during such exercise period.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Corporation Law and the Company's Certificate of
Incorporation and Bylaws authorize indemnification of a director, officer,
employee or agent of the Company against expenses incurred by him or her in
connection with any action, suit, or proceeding to which such person is named
a party by reason of having acted or served in such capacity, except for
liabilities arising from such person's own misconduct or negligence in
performance of duty. In addition, even a director, officer, employee or agent
of the Company who was found liable for misconduct or negligence in the
performance of duty may obtain such indemnification if, in view of all the
circumstances in the case, a court of competent jurisdiction determines such
person is fairly and reasonably entitled to indemnification. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
In response to this item, the Company hereby incorporates the
Financial Statements attached hereto as an Exhibit and states that the
reporting of Supplementary Data is not applicable to the Company.
32
<PAGE>
ITEM 14. ACCOUNTANTS
The Company has engaged Ernst & Young, LLP as its auditors as of May
19, 1999 replacing Davidson & Company who were dismissed as of that date. The
decision to engage Ernst & Young, LLP was approved by the Board of Directors.
There were no disagreements with Davidson & Company during the period ended
April 30, 1998 or during the interim period until the date of their dismissal.
Davidson & Company originally expressed an opinion under generally
accepted auditing standards in Canada for the consolidated financial
statements for the period from inception to April 30, 1998 which contained a
Canada -United States reporting difference with respect to a going concern
uncertainty. Since the date of completion of their audit of the consolidated
financial statements and initial issuance of their report thereon dated June
25, 1998, which contained a Canada - United States reporting difference
regarding the Company's ability to continue as a going concern, the Company,
as discussed in Note 6 in the audited consolidated financial statements for
the period ended March 31, 1999, has completed issuances of its common stock
resulting in net proceeds of $8,800,000. Therefore, the conditions that
raised substantial doubt about whether the Company will continue as a going
concern no longer exist. Davidson & Company has subsequently issued an
opinion under generally accepted auditing standards in the United States for
the consolidated financial statements for the period from April 28, 1997
(inception) to April 30, 1998 with an explanatory paragraph as to the removal
of the going concern certainty without reservation or reporting difference
which is dual dated as of June 25, 1998 and March 31, 1999. There was no
adverse opinion or disclaimer of opinion. The opinion was not qualified due
to uncertainty, audit scope, or accounting principles.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(A) Consolidated financial statements for the Company for the period
from inception, April 28, 1997 to April 30, 1998 and for the
eleven months ending March 31, 1999;*
(B) Removed
(C) Classroom 2000 Inc. financial statements for the one month ended
January 31, 1999;*
(D) Classroom 2000 Inc. financial statements for the years ended
December 31, 1998 and 1997;*
(E) SportsMark, Inc. financial statements for the two months ended
January 31, 1999;*
(F) SportsMark, Inc. financial statements for the years ended
November 30 1998 and 1997;*
(G) SportsMark Promotions, Inc. financial statements for the one
month ended January 31, 1999;*
(H) SportsMark Promotions, Inc. financial statements for the years
ended December 31, 1998 and 1997;*
(I) Consolidated financial statements (unaudited) for the Company
for the six months ending September 30, 1999 and 1998;*
(J) Innovation Partners, Inc. d.b.a. SportsBuff financial statements
for the year ending December 31, 1998;*
(K) Consolidated Pro-forma financial statements (unaudited) for the
Company for the six month period ending September 30, 1999;*
(L) Innovation Partners, Inc. d.b.a. SportsBuff financial statements
(unaudited) for the six month period ending June 30, 1999;*
(M) Pickem Sports, Inc. financial statements for the periods ending
December 31, 1997 and 1998.*
(b) Exhibits
2.1 Agreement for the Exchange of Common Stock between Birch Tree
Capital Corp. and Eric P. Littman, and Internet Sports
Network, Inc.*
2.2 Share Purchase Agreement between Internet Sports Network, Inc.
and SportsMark Inc., SportsMark Promotions, Inc. & Classroom
2000 Inc. and Assets of SMP SportsMark Promotions
International, Inc.*
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<PAGE>
2.3 Merger Agreement between Torsten Heycke, Rafael Furst, Perry
Friedman, Pickem Sports, Inc., and Internet Sports Network,
Inc.*
2.4 Agreement for the Purchase of Certain Assets of Ultimate
Sports Publishing, Inc. By and Between National Publisher
Services, Inc. And Internet Sports Network, Inc.*
2.5 Agreement and Plan of Merger between Innovation Partners, Inc.
and Internet Sports Network, Inc.*
3(i) Articles of Incorporation and Amendments of Internet Sports
Network, Inc.*
3(ii) Bylaws of Internet Sports Network, Inc.*
4.1 Form of Consultant's Option Agreement and Certificate*
4.2 Form of Officer/Director Option Agreement and Certificate*
4.3 Common Stock Certificate Specimen*
10.1 Lease for Toronto office*
10.2 Lease for Vancouver office*
10.3 Employment Agreement for Bill Gibson*
10.4 Employment Agreement for Geoff Ford*
10.5 Settlement Agreement with Digital Data Networks*
10.6 Settlement Agreement with Patrick S. Earle*
10.7 Settlement Agreement with Neil Podmore*
16. Letter from Davidson & Company*
21 List of Subsidiaries of Company*
* Previously filed
34
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
INTERNET SPORTS NETWORK, INC.
By: /s/ Andy DeFrancesco
------------------------------------
Andy DeFrancesco
Its: President and Chief Executive Officer
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Andrew DeFrancesco Chairman of the Board, President December 16, 1999
- ------------------------
Andrew DeFrancesco
/s/ Ken Crema Vice Chairman of the Board December 16, 1999
- ------------------------
Ken Crema
/s/ Geoff Ford Director, Chief Operating Officer December 16, 1999
- ------------------------ Senior Vice President
Geoff Ford Marketing and Sales
/s/ Brett Lindros Director, Director of Sports Media December 16, 1999
- ------------------------ Relations
Brett Lindros
/s/ David Toews Chief Financial Officer, Secretary December 16, 1999
- ------------------------
David Toews
</TABLE>
35
