LETS PLAY SPORTS INC, SB-2, 2000-12-13

LETS PLAY SPORTS INC
SB-2, 2000-12-13

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<PAGE> 1
As filed with the Securities and Exchange Commission on December 13, 2000
Registration No. 333-________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LET'S PLAY SPORTS, INC.
----------------------------------------------
(Name of small business issuer in its charter)

<TABLE>
<S> <C> <C>
COLORADO 7999 33-0800551
------------------------------ ---------------------------- ------------------------------------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)

THOMAS W. HIGGINSON
9606 AERO DRIVE, SUITE 1300 9606 AERO DRIVE, SUITE 1300
SAN DIEGO, CALIFORNIA 92123-1806 SAN DIEGO, CALIFORNIA 92123-1806
(858) 637-5766 (858) 637-5766
(Address and telephone number of principal (Name, address and telephone number of
executive offices and address of principal agent for service)
place of business)

WITH COPIES TO:

THOMAS S. SMITH, ESQ. ROBERT W. WALTER, ESQ.
KEVIN J. KANOUFF, ESQ. BERLINER ZISSER WALTER & GALLEGOS, P.C.
DORSEY & WHITNEY LLP 1700 LINCOLN STREET, SUITE 4700
370 17TH STREET, SUITE 4400 DENVER, COLORADO 80203
DENVER, COLORADO 80202 (303) 830-1700
(303) 629-3400
</TABLE>

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable following the date on which the Registration Statement
becomes effective.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<PAGE> 2

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------------------------------
PROPOSED
TITLE OF EACH MAXIMUM AMOUNT OF
CLASS OF SECURITIES AGGREGATE REGISTRATION
TO BE REGISTERED OFFERING PRICE(1) FEE
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common stock........................................ $4,140,000 $1,092.96
Representative's warrant for the purchase of
common stock(2)..................................... $ 100 $ .03
Common stock underlying representative's warrant
for the purchase of common stock(3)................. $ 478,800 $ 126.40
--------------------------------------------------------------------------------------------------------------------------------

Total(4)............................................ $4,618,900 $1,219.39
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933
solely for the purpose of calculating the registration fee.

(2) To be issued to the representative of the underwriters.

(3) Issuable upon exercise of the representative's warrant for the purchase
of common stock.

(4) In accordance with Rule 416 under the Securities Act of 1933, a
presently indeterminable number of shares of common stock are
registered hereunder which may be issued in the event provisions
preventing dilution become operative, as provided in the
representative's warrant for the purchase of common stock. No
additional registration fee has been paid for these shares of common
stock.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

ii
<PAGE> 3

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THE COMMON STOCK UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THE COMMON STOCK AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED ____________, 2000

LET'S PLAY SPORTS, INC.

[LOGO]

600,000 SHARES OF COMMON STOCK

This is an initial public offering of our common stock. The
public offering price is $6.00 per share.

We are applying to have our common stock included for
quotation on The Nasdaq SmallCap Market under the symbol "GOAL."

INVESTING IN THE COMMON STOCK INVOLVES CERTAIN RISKS. SEE
"RISK FACTORS" BEGINNING ON PAGE 5.

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public offering price $6.00 $3,600,000
Underwriting discount and commissions $0.60 $ 360,000
Proceeds to us (before expenses) $5.40 $3,240,000
</TABLE>

The underwriters have a 45-day option to purchase an
additional 90,000 shares of common stock from us.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The underwriters expect to deliver the common stock on
________________, 2001.

SCHNEIDER SECURITIES, INC.

PROSPECTUS DATED , 2001

<PAGE> 4

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this
prospectus. This summary does not contain all of the information that you should
consider before investing in the common stock.

LET'S PLAY SPORTS

We are the leading consolidator and owner/operator of indoor soccer
facilities in the United States. Our facilities primarily organize and host
games for indoor soccer leagues. Some of our facilities offer soccer lessons,
children's programs and limited lacrosse, hockey, flag football and other
related sports leagues. We derive most of our revenue from, and our primary
focus is on, collecting fees from participating teams in indoor soccer leagues
and providing a venue for practices and games.

Our principal executive offices are located at 9606 Aero Drive, Suite
1300, San Diego, California 92123, our telephone number is 858.637.5766 and our
facsimile number is 858.637.3599. Our website address is
http://www.letsplaysoccer.com, but it is not to be considered a part of this
prospectus.

THE OFFERING

<TABLE>
<S> <C>
Securities offered.............................. 600,000 shares of common stock.

Shares of common stock to be
outstanding after the offering......... 2,383,601 shares.
</TABLE>

Unless the context otherwise requires, use of the terms "Let's Play
Sports," "us," "we," "our," and similar possessive terms in this prospectus
include our wholly owned subsidiaries listed beginning on page 27 of this
prospectus.

All share figures in this prospectus have been adjusted to reflect a
two for one forward split of our common stock that was effective on December 4,
2000. Unless otherwise stated, all information in this prospectus assumes no
exercise of the over-allotment option by the underwriters to purchase an
additional 90,000 shares of common stock.

Some of the statements contained in this prospectus under "Prospectus
Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" are forward looking. They
include statements that involve risks and uncertainties that might adversely
affect our operating results in the future in a material way. Such risks and
uncertainties include:

o the availability and cost of future acquisitions and the cost
of development of new facilities;

o the effects of regional economic and market conditions on our
employee salaries and benefits and our ability to secure and
keep customers;

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<PAGE> 5

o increases in marketing and sales costs;

o intensity of competition for customers;

o the stability of the real estate market; and

o availability and cost of financing.

Most of these risks are beyond our control. Actual results may differ materially
from those suggested by the forward looking statements for various reasons,
including those discussed under "Risk Factors."

3
<PAGE> 6

SUMMARY CONSOLIDATED FINANCIAL DATA

The following table summarizes our financial data. The consolidated
balance sheet data includes a column entitled "As Adjusted" that reflects the
sale of 600,000 shares of common stock at an offering price of $6.00 per share,
net of an underwriting discount of $360,000 and estimated offering expenses of
$384,000. You should refer to the consolidated financial statements included
elsewhere in this prospectus for a more complete description of our financial
condition.

<TABLE>
<CAPTION>
SIX MONTHS
CONSOLIDATED STATEMENTS OF YEAR ENDED MARCH 31, ENDED SEPTEMBER 30,
OPERATIONS AND COMPREHENSIVE ---------------------------- ----------------------------
INCOME (LOSS) DATA: 1999 2000 1999 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net revenue .................................. $ 2,590,999 $ 3,393,667 $ 1,079,416 $ 1,556,797
Total operating expenses ..................... 1,632,598 2,863,165 1,180,101 1,423,708
------------ ------------ ------------ ------------
Income (loss) from operations ................ 958,401 530,502 (100,685) 133,089
Total non-operating expenses ................. 879,483 1,336,609 492,144 962,042
------------ ------------ ------------ ------------
Income (loss) from operations before income
taxes ................................... 78,918 (806,107) (592,829) (828,953)
Income tax provision (benefit) ............... (21,330) 177,343 132,047 165,711
------------ ------------ ------------ ------------
Net income (loss) and comprehensive income
(loss) .................................. $ 57,588 $ (628,764) $ (460,782) $ (663,242)
============ ============ ============ ============
Net income (loss) per share of common stock
- basic and diluted ..................... $ 0.04 $ (0.37) $ (0.32) $ (0.37)
============ ============ ============ ============
Weighted average common stock outstanding -
basic ................................... 1,395,150 1,689,328 1,427,598 1,788,954
============ ============ ============ ============
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 2000
-------------------------------
MARCH 31, 2000 ACTUAL AS ADJUSTED
-------------- -------------- --------------
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash ................................... $ 88,058 $ 131,861 $ 131,861
Total assets ........................... 17,109,919 17,165,951 17,165,951
Total liabilities ...................... 13,608,979 14,372,753 11,516,753
Total stockholders' equity ............. 3,500,940 2,793,198 5,649,198
</TABLE>

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED MARCH 31, ENDED SEPTEMBER 30,
---------------------------- ----------------------------
1999 2000 1999 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF CASH FLOWS
AND OTHER DATA:
Cash flow provided by (used in) operating
activities .............................. $ 1,505,176 $ (484,489) $ 34,512 $ (720,761)
Cash flow (used in) investing activities ..... (2,056,345) (5,400,534) (4,822,009) (254,962)
Cash flow provided by financing activities ... 629,481 5,894,769 4,781,420 1,019,526
EBITDA ....................................... $ 958,401 $ 530,502 $ (100,685) $ 133,089
</TABLE>

The row entitled "EBITDA" reflects net earnings plus depreciation, amortization
and interest expense, income taxes and other non-cash charges. EBITDA is a
measure used by analysts and investors as an indicator of operating cash flow
since it excludes the impact of movements in working capital items, non-cash
charges and financing costs. However, EBITDA is not a measure of financial
performance under generally accepted accounting principles and should not be
considered a substitute for other financial measures of performance. EBITDA as
calculated by us may not be comparable to EBITDA as calculated and reported by
other companies.

As a result of the anticipated repayment of four current SBA guaranteed
loans with the proceeds of this offering, we anticipate that we will save
approximately $320,000 annually in carrying costs and interest absent our
incurring additional expansion debt.

4
<PAGE> 7

RISK FACTORS

You should carefully consider the following risks before you decide to
buy our common stock. The risks and uncertainties described below are not the
only ones facing us. Additional risks and uncertainties that are not presently
known to us or that we currently deem immaterial may also impair our business.

If any of the events described in the following risks actually occur,
our business, financial condition and results of operations could be materially
adversely affected. In such case, the trading price of our common stock could
decline and you could lose all or part of your investment.

WE HAVE AN ACCUMULATED DEFICIT AND HAVE RECENTLY INCURRED LOSSES; IF
OUR LOSSES CONTINUE THE VALUE OF YOUR INVESTMENT WILL LIKELY DECREASE

We incurred net losses of $628,764 in the fiscal year ended March 31,
2000 and $663,242 for the six months ended September 30, 2000, compared to net
income of $57,588 for the fiscal year ended March 31, 1999 and a net loss of
$460,782 for the six months ended September 30, 1999. In addition, at September
30, 2000, we had an accumulated deficit of $2,170,874. Although our revenue has
grown in recent periods, it may not continue to grow or even continue at its
current level. Our expenses may increase in future periods due to:

o goodwill and other amortized charges resulting from future
acquisitions;

o construction of new indoor soccer facilities;

o increases in sales and marketing activities; and

o increases in interest rates.

If any of these expenses are not accompanied by increased revenue, our
financial condition will be materially adversely affected which may reduce the
value of your investment.

WE MAY BE UNABLE TO ACQUIRE OR DEVELOP ADDITIONAL INDOOR SOCCER FACILITIES WHICH
WILL ADVERSELY IMPACT OUR GROWTH STRATEGY AND WHICH MAY DECREASE THE VALUE OF
YOUR INVESTMENT

Our growth strategy depends to a significant degree on our ability to
successfully acquire or develop and operate indoor soccer facilities in selected
locations in metropolitan areas within the United States. The successful
acquisition or development and operation of indoor soccer facilities will depend
on various factors, including our ability to:

o locate suitable acquisition targets or development sites;

o obtain acceptable financing;

o negotiate acceptable purchase agreements;

o effectively integrate acquired businesses with existing
operations;

o meet construction schedules and budgets;

o resolve zoning, permitting or other regulatory issues;

o hire, train and retain qualified employees;

5
<PAGE> 8

o expand our participating team base at operating locations; and

o effectively address issues raised by other factors, some or
all of which may be beyond our control.

As a result of the foregoing, we cannot assure you that:

o we will be able to acquire or develop facilities in areas in
which we wish to expand;

o any future facilities will be successfully integrated into our
operations;

o competition will not intensify;

o we will be able to complete acquisitions of facilities or
development of new facilities on acceptable terms and
conditions, or

o if we are able to expand our business, that such expansion
will be profitable for us.

If the above contingencies do not occur, the value of your investment may
decline.

LOSSES IN NEW INDOOR SOCCER FACILITIES WILL ADVERSELY AFFECT OUR FINANCIAL
CONDITION AND, POSSIBLY, YOUR INVESTMENT

We have opened a total of six new indoor soccer facilities in the last
two and a half years. Upon opening a new facility, we typically experience a
period of operating losses. We are currently attempting to obtain permits for
four facilities. The length of the permitting process could have an adverse
impact on our financial condition. We plan to open new facilities regularly in
the future and we may, at our discretion, accelerate or expand our plans to open
new facilities, which may adversely affect our financial condition and,
possibly, the value of your investment.

WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO FINANCE ANY FURTHER OR
ACCELERATED EXPANSION; OUR INABILITY TO ACQUIRE FINANCING ON ACCEPTABLE TERMS
WOULD ADVERSELY IMPACT OUR COMPETITIVE POSITION AND, POSSIBLY, YOUR INVESTMENT

The opening of indoor soccer facilities and the acquisition of existing
facilities require considerable capital. Although we believe that proceeds from
the offering, together with internally generated funds, will be sufficient to
finance our current operating and growth plans through at least the next 12
months, any material acceleration or expansion of that plan through opening
additional facilities or acquisitions, to the extent such acquisitions include
cash payments, may require us to pursue additional sources of financing. We
cannot assure you that financing will be available or that it will be available
on acceptable terms. The inability to finance further or accelerated expansion
on acceptable terms may negatively impact our competitive position and/or
materially adversely affect our business, financial condition and results of
operations and your investment.

WE MAY BE UNABLE TO ATTRACT AND RETAIN PARTICIPATING TEAMS WHICH WOULD LIKELY
HAVE A NEGATIVE EFFECT ON OUR BUSINESS

The performance of our facilities is dependent on our ability to
attract and retain participating teams. If we are unable to attract and retain
participating teams, our financial condition and the value of your investment
may decline. We cannot assure you that we will be successful in these efforts,
or that the participating team levels at one or more of our facilities will not
decline. In addition, there are numerous

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<PAGE> 9

factors that could lead to a decline in participating team levels at established
facilities, or that could prevent us from increasing our participating teams at
newer facilities, including:

o our reputation;

o our ability to deliver quality service at a competitive cost;

o the presence of direct and indirect competition in the areas
in which the facilities are located;

o the public's interest in indoor soccer; and

o general economic conditions.

As a result of these factors, we cannot assure you that our participating team
levels will be adequate to maintain or permit the expansion of our operations.

WE MAY NOT BE ABLE TO SERVICE OUR DEBT, WHICH WOULD LIKELY ADVERSELY AFFECT THE
VALUE OF YOUR INVESTMENT

As of September 30, 2000, we had an aggregate of $12,890,965 of
outstanding indebtedness.

Our ability to make scheduled payments of principal and interest or to
refinance our obligations with respect to our indebtedness will depend on our
financial and operating performance. Our financial and operating performance
will be subject to prevailing economic conditions and to certain financial,
business and other factors beyond our control. For the six month period ended
September 30, 2000, we incurred a net loss of $663,242, and we expect to incur a
net loss for at least the fiscal year ending March 31, 2001. If we are unable to
service our debt, it will likely have a material adverse effect on our financial
condition and results of operations.

Our debt could adversely affect us in a number of ways including:

o our ability to obtain necessary financing in the future for
working capital, capital expenditures, debt service
requirements or other purposes may be limited;

o our level of indebtedness could limit our flexibility in
planning for, or reacting to, changes in our business;

o we will be more highly leveraged than some of our competitors,
which may place us at a competitive disadvantage;

o our degree of indebtedness may make us more vulnerable to the
effects of a downturn in our business or the economy
generally, which could cause one or more foreclosures on our
properties;

o the terms of our existing and future indebtedness currently
restrict, and may restrict in the future, the payment of
dividends by us; and

o a substantial portion of our cash flow from operations must be
dedicated to the payment of principal and interest on our
indebtedness and will not be available for other purposes.

7
<PAGE> 10

THE INTEGRATION OF NEW FACILITIES INTO OUR OPERATING STRUCTURE MAY NOT BE
SUCCESSFUL AND, THEREFORE, MAY ADVERSELY AFFECT OUR OPERATING RESULTS AND YOUR
INVESTMENT

To implement our expansion strategy successfully, we must integrate
acquired or newly opened facilities into our existing operations. This may
necessitate the implementation of enhanced operational and financial systems and
may require additional employees and management, operational, financial and
other resources. As we grow, there can be no assurance that additional
facilities can be readily integrated into our operating structure. Our inability
to efficiently integrate facilities could have a material adverse effect on our
results of operations and the value of your investment.

IF THE POPULARITY OF INDOOR SOCCER AND DISCRETIONARY CONSUMER SPENDING
SIGNIFICANTLY DECREASE, OUR BUSINESS AND YOUR INVESTMENT WILL LIKELY BE
ADVERSELY AFFECTED

We are highly dependent on the popularity of indoor sports, and the
public's interest in utilizing indoor sports centers, for the generation of our
revenues. Activities such as indoor sports have, in the past, been susceptible
to increases and decreases in popularity that have materially affected the
financial condition and results of operations of companies dependent on such
activities. There can be no assurance that our industry will not suffer a
material decrease in popularity, which would have a material adverse effect on
our financial condition and results of operations. The amount spent by consumers
on discretionary items, such as the family entertainment activities offered by
us, have historically been dependent upon levels of discretionary income, which
may be adversely affected by general economic conditions. A decrease in consumer
spending on indoor sports and other family entertainment activities could have a
material adverse effect on our financial condition and results of operations and
the value of your investment.

WE FACE INTENSE COMPETITION FOR CONSUMER ENTERTAINMENT SPENDING THAT MAY
ADVERSELY AFFECT OUR REVENUES AND THE VALUE OF YOUR INVESTMENT

The indoor soccer and family entertainment industries are each highly
competitive and include competition from other indoor soccer facilities, family
entertainment outlets and other recreational pursuits. We may face imitation and
other forms of competition and we cannot prevent others from utilizing a similar
operational strategy. Many of our competitors and potential competitors may have
considerably greater financial and other resources, experience and customer
recognition than we do. There can be no assurance that competition will not
adversely affect our business or ability to acquire additional properties.

WE ARE REGIONALLY CONCENTRATED AND OUR GEOGRAPHIC CONCENTRATION HEIGHTENS OUR
EXPOSURE TO ADVERSE REGIONAL DEVELOPMENTS THAT MAY ADVERSELY AFFECT OUR
OPERATING RESULTS AND THE VALUE OF YOUR INVESTMENT

As of September 30, 2000, of our 16 operating facilities, seven
facilities were in the Rocky Mountain region, two facilities were in California,
three facilities were in Texas, and one facility was in each of Idaho, Kansas,
Louisiana and Oklahoma. Our geographic concentration in the west and, in
particular, the Rocky Mountain region, heightens our exposure to adverse
developments related to competition, as well as, economic and demographic
changes in these regions. We cannot assure you that our geographic concentration
will not result in a material adverse effect on our business, financial
condition or results of operations in the future.

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<PAGE> 11

THE OPERATING RESULTS OF OUR FACILITIES ARE FINANCIALLY CONSOLIDATED, EACH ONE
OF WHICH COULD ADVERSELY AFFECT OUR OPERATING RESULTS AS A WHOLE AND THE VALUE
OF YOUR INVESTMENT

The operating results of each of our subsidiaries are consolidated. As
a result, the poor operating results of any subsidiary will adversely affect our
consolidated operating results and consolidated financial condition, which may
adversely affect the value of your investment.

IF THE REAL ESTATE MARKET LOSES SIGNIFICANT VALUE, IT IS LIKELY THAT THE VALUE
OF OUR COMMON STOCK WILL ALSO LOSE VALUE

Real estate comprises a substantial portion of our assets. If the value
of our real estate decreases significantly:

o we may not be in compliance with certain loan to value
provisions under our mortgages, which may force us to sell
some or all of our real estate at a significant loss;

o interest rates on our mortgages may increase resulting in us
not having the ability to open additional facilities; and

o our financial condition may be so undermined that it is
reflected in the value and price of our common stock.

WE COULD BE SUBJECT TO CLAIMS RELATED TO PHYSICAL OR OTHER RISKS AT OUR
FACILITIES WHICH, IF SUCCESSFUL, COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION
AND THE VALUE OF YOUR INVESTMENT

Due to the physical nature of indoor soccer, our customers are at an
increased risk of injury. We cannot assure you that a claim against us for death
or injury suffered by team members or their guests at our facilities will not be
asserted, or that we will be able to successfully defend any such claim. We
currently maintain general liability insurance coverage of $1,000,000. We cannot
assure you that we will be able to maintain such liability insurance on
acceptable terms in the future or that such insurance will provide adequate
coverage against potential claims. If a claim against us were successful, and
our insurance coverage were inadequate, our financial condition, and the value
of your investment, may be adversely affected.

WE WILL HAVE A COMPARATIVELY LOW NUMBER OF SHARES OF COMMON STOCK OUTSTANDING
AND, THEREFORE, OUR COMMON STOCK MAY SUFFER FROM LIMITED LIQUIDITY AND ITS PRICE
WILL LIKELY BE VOLATILE AND ITS VALUE MAY BE ADVERSELY AFFECTED

Because the number of freely transferable shares of our common stock
will be low, the trading price of our common stock will likely be subject to
significant price fluctuations and limited liquidity. This may adversely affect
the value of your investment. In addition, our common stock could be subject to
fluctuations in response to variations in quarterly operating results, changes
in management, future announcements concerning us, general trends in the
industry and other events or factors.

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<PAGE> 12

ADDITIONAL INFORMATION

We have filed with the SEC a registration statement under the
Securities Act of 1933 with respect to the common stock offered. This prospectus
does not contain certain information contained in the registration statement
required by the rules and regulations of the SEC. For further information,
please see the registration statement and its exhibits, which may be inspected
without charge at the principal office of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of the material contained in the registration
statement and its exhibits may be obtained from the SEC upon payment of
applicable copying charges. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete and in
each instance you should refer to the copy of such contract or other document
filed as an exhibit to the registration statement.

On completion of this offering, we will be subject to the reporting
and other informational requirements of the Securities Exchange Act of 1934 and
will file reports and other information with the SEC. Such reports, proxy
statements and other information, once filed by us, can be inspected and copied
at the public reference facilities maintained by the SEC and at the SEC's
regional offices at Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, New York, New York
10048. Information on the operations of the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site
on the Internet that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC. The
address of such site is http://www.sec.gov.

We intend to furnish annual reports to stockholders containing audited
financial statements and will also make available quarterly reports and such
other periodic reports as may be determined to be appropriate or as required by
law.

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<PAGE> 13

USE OF PROCEEDS

The net proceeds from the sale of the shares of common stock are
estimated to be approximately $2,856,000 ($3,326,000 if the underwriters'
over-allotment option is fully exercised). We intend to use the net proceeds to
repay the SBA guaranteed loans on the facilities listed below in order to lower
our current long-term debt interest payments and carrying costs and to make
equity available to collateralize our future borrowings as management decides to
further expand our operations.

We have no present commitments, agreements or understandings with
respect to any expansion of our operations. In addition, we have no debt on the
real estate that we own in Phoenix, Tucson and San Antonio, and owe
approximately $100,000 on the real estate we own in Fishkill, New York. We
intend to fund construction of these four facilities with the equity capital in
the real estate.

The following table summarizes certain information regarding the SBA
guaranteed loans that we intend to repay with the proceeds of this offering:

<TABLE>
<CAPTION>
LOAN USE INTEREST RATE MATURITY BALANCE AS OF SEPTEMBER 30, 2000
-------- ------------- -------- --------------------------------
<S> <C> <C> <C>
Land and construction of the
north building of the Oklahoma Prime +2.0% $2024 $ 842,644
City facility

Land and construction of
Wichita facility Prime +2.0% 2018 798,739

Land and construction of
Houston facility Prime +2.0% 2022 911,314

Land and construction of Ogden
facility 10.5% 2017 303,303
----------

Total $2,856,000
==========
</TABLE>

The payment for the Ogden facility will not be sufficient to repay the
entire loan. The deficiency will be paid out of our working capital.

If the underwriters exercise the over-allotment option, we will
allocate the additional proceeds to working capital. Working capital will be
used to pay such items as the deficiency for the Ogden facility, rent, office
expenses, equipment, equipment repairs, salaries and our other day-to-day costs
of doing business.

The use of proceeds from this offering to repay the loan for the
Oklahoma City facility will benefit Gary M. Archer, our Vice President of
Operations and a director, who provided a personal guarantee to the lender. The
use of proceeds from this offering to repay the loan for the Wichita facility
will benefit Ralf W. Wilhelms, our Vice President, who provided a personal
guarantee to the lender. The use of the proceeds from this offering to repay the
loan for the Ogden facility will benefit Gaylen B. Jorgensen, a shareholder of
ours who provided a personal guarantee to the lender. The use of proceeds from
this offering to repay the loan for the Houston facility will benefit Shawn
Anders, a shareholder of ours who provided a personal guarantee to the lender.

We believe that our existing capital resources and the net proceeds of
this offering will be sufficient to maintain our current and planned operations
for a period of at least 12 months from the date of this prospectus.

11
<PAGE> 14

DIVIDEND POLICY

We have never declared or paid any dividends or distributions on our
common stock. We anticipate that, for the foreseeable future, all earnings will
be retained for use in our business and no cash dividends will be paid to
stockholders. Any payment of cash dividends in the future on the common stock
will be dependent upon our financial condition, results of operations, current
and anticipated cash requirements, plans for expansion, restrictions, if any,
under debt obligations, as well as other factors that the board of directors
deems relevant. Some of our loans contain provisions that restrict us from
paying dividends on our common stock.

12
<PAGE> 15

DILUTION

As of September 30, 2000, we had a net tangible book value of
$1,889,110 or $1.06 per share of common stock. After giving effect to the sale
of 600,000 shares of common stock at an offering price of $6.00 per share, our
pro forma net tangible book value, based on 2,383,748 shares of common stock as
of September 30, 2000, would have been $4,745,110 or $1.99 per share of common
stock. This amount represents an immediate increase in pro forma net tangible
book value of $0.93 per share of common stock to the existing holders of common
stock and an immediate dilution of $4.01 per share of common stock to new
investors. "Dilution" is determined by subtracting pro forma net tangible book
value per share of common stock after the offering from the offering price per
share of common stock, as illustrated by the following table:

<TABLE>
<S> <C> <C>
Public offering price per share of common stock ............ $ 6.00

Net tangible book value per share of common
stock as of September 30, 2000 .......................... $ 1.06

Increase in pro forma net tangible book value per share
of common stock attributable to new investors ........... 0.93
------

Pro forma net tangible book value per share of common
stock after the offering ................................ 1.99
------

Dilution per share of common stock to new investors ........ $ 4.01
======

Dilution as percentage of offering price ................... 67%
======
</TABLE>

The following table sets forth as of September 30, 2000, the number of
shares of common stock acquired from us, the total cash consideration paid to us
and the average cash price per share of common stock paid to us by our existing
shareholders and by new investors (assuming the sale of 600,000 shares of common
stock at $6.00 per share, before deduction of underwriting discounts and other
estimated offering expenses):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
----------------------- ----------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders ... 1,783,748 74.83% $4,964,072 57.96% $ 2.78
New investors ........... 600,000 25.17 3,600,000 42.04 $ 6.00
---------- ---------- ---------- ----------

Total .............. 2,383,748 100.00% $8,564,072 100.00%
========== ========== ========== ==========
</TABLE>

The foregoing information assumes no exercise of the underwriter's
over-allotment option for the purchase of common stock.

13
<PAGE> 16

CAPITALIZATION

The following table sets forth our capitalization as of September 30,
2000, and as adjusted for the sale of the 600,000 shares of common stock offered
at a price of $6.00 per share (after deducting underwriting discounts and other
estimated offering expenses).

<TABLE>
<CAPTION>
SEPTEMBER 30, 2000
----------------------------
ACTUAL AS ADJUSTED
------------ ------------
<S> <C> <C>
Long-term debt ................................................ $ 12,890,965 $ 10,034,965
============ ============

Stockholders' equity:
Preferred stock, par value $0.001 per share;
2,000,000 shares authorized; no shares
issued or outstanding, as adjusted ................. $ -- $ --

Common stock, $0.001 par value;
15,000,000 shares authorized; 1,783,748 shares
issued and outstanding, 2,383,748 shares issued
and outstanding, as adjusted ....................... 1,784 2,384

Additional paid-in capital ......................... 4,962,288 7,817,688

Accumulated deficit ................................ (2,170,874) (2,170,874)
------------ ------------

Total stockholders' equity ......................... $ 2,793,198 $ 5,649,198
============ ============
</TABLE>

14
<PAGE> 17

SELECTED CONSOLIDATED FINANCIAL DATA

You should read the selected consolidated data in the tables below
together with our consolidated financial statements and the related notes and
the section entitled "Management Discussion and Analysis of Financial Condition
and Results of Operations" included in this prospectus.

<TABLE>
<CAPTION>
SIX MONTHS
CONSOLIDATED STATEMENTS OF YEAR ENDED MARCH 31, ENDED SEPTEMBER 30,
OPERATIONS AND COMPREHENSIVE ---------------------------- ----------------------------
INCOME (LOSS) DATA: 1999 2000 1999 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net revenue .................................... $ 2,590,999 $ 3,393,667 $ 1,079,416 $ 1,556,797
Total operating expenses ....................... 1,632,598 2,863,165 1,180,101 1,423,708
------------ ------------ ------------ ------------
Income (loss) from operations .................. 958,401 530,502 (100,685) 133,089
Total non-operating expenses ................... 879,483 1,336,609 492,144 962,042
------------ ------------ ------------ ------------
Income (loss) from operations before income
taxes ........................................ 78,918 (806,107) (592,829) (828,953)
Income tax benefit (provision) ................. (21,330) 177,343 132,047 165,711
------------ ------------ ------------ ------------
Net income (loss) and comprehensive
income (loss) ................................ $ 57,588 $ (628,764) $ (460,782) $ (663,242)
============ ============ ============ ============
Net income (loss) per share of
common stock - basic and diluted ............. $ 0.04 $ (0.37) $ (0.32) $ (0.37)
============ ============ ============ ============
Weighted average common
stock outstanding - basic .................... 1,395,150 1,689,328 1,427,598 1,788,954
============ ============ ============ ============
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 2000 SEPTEMBER 30, 2000
-------------- --------------------------------
ACTUAL AS ADJUSTED
----------- -----------
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash.............................................. $ 88,058 $ 131,861 $ 131,861
Total assets......................................... 17,109,919 17,165,951 17,165,951
Total liabilities.................................... 13,608,979 14,372,753 11,516,753
Total stockholders' equity........................... 3,500,940 2,793,198 5,649,198
</TABLE>

The "As Adjusted" column in the foregoing table reflects the sale of
600,000 shares of common stock at an offering price of $6.00 per share net of an
underwriting discount of $360,000 and estimated offering expenses of $384,000.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED MARCH 31, ENDED SEPTEMBER 30,
---------------------------- ----------------------------
1999 2000 1999 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF CASH FLOWS
AND OTHER DATA:
Cash flow provided by (used in) operating
activities ................................. $ 1,505,176 $ (484,489) $ 34,512 $ (720,761)
Cash flow (used in) investing activities ..... (2,056,345) (5,400,534) (4,822,009) (254,962)
Cash flow provided by financing activities ... 629,481 5,894,769 4,781,420 1,019,526
EBITDA ....................................... $ 958,401 $ 530,502 $ (100,685) $ 133,089
</TABLE>

15
<PAGE> 18

16
<PAGE> 19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the
financial statements and attached notes and the other financial information
included elsewhere in this prospectus. This discussion contains forward looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward looking statements as a
result of any number of factors, including those set forth under the section
entitled, "Risk Factors" and elsewhere in this prospectus.

OVERVIEW

We currently have 16 operating indoor soccer facilities. Our management
team has been developing these types of facilities since 1987. We develop a
typical facility by purchasing land and then obtaining a construction loan to
build the facility. On average, it takes us approximately 12 months from the
commencement of operations, after the opening of the facility, to begin
generating income from operations before interest, depreciation and income taxes
from that facility. Of our facilities that have been open for 12 months or
longer, all currently generate revenue in excess of direct operating expenses.

Our strategy has been to construct approximately two facilities per
year. We anticipate using the proceeds of this offering to repay debt on certain
SBA guaranteed loans on four of our facilities and, therefore, reduce interest
expense and make equity available to collateralize our future borrowings as
management decides to further expand our operations. As a result, we believe
that we will be able to increase the number of facilities that we are able to
open to between four and six facilities per year for at least the next two to
three years.

Our current focus is to acquire or construct indoor soccer facilities
in four cities throughout the United States during the next 12 months. We have
concentrated on the western region of the United States and intend to expand
into other markets.

Because our assets are so concentrated in real estate, we have
significant non cash operating expenses of depreciation and amortization of the
facilities, as well as expenses for interest on borrowings used for the
construction and permanent financing of the facilities. Thus, EBIDTA, or
earnings before interest, depreciation, taxes and amortization, is a factor we
use in assessing our results from operations.

SEASONALITY

Our operations are seasonal. Most of our revenue is derived from
leagues that operate during the months of October through March. Our facilities
in Colorado, Idaho, Kansas and Utah realize most of their revenue during these
months. We have attempted to offset this seasonality with the opening of
facilities in warmer climates. We intend to provide more balance in the future
with the completion of our facilities in Arizona, Louisiana and Texas, where it
generally is uncomfortably hot to play outdoors in the months of April through
October. Currently, approximately 30% of our revenue is earned during the six
months from April to September, while 70% of our revenue is earned during the
six months from October to March. Although a loss is reflected in the
accompanying financial statements for the six months ended September 30, 2000,
we anticipate our loss will decrease due to our anticipated results of
operations for the six months ended March 31, 2001.

REVENUE RECOGNITION

Each team desiring to join a league operated by a facility is required
to pay a registration fee prior to the third game of the season. These fees are
recognized as revenue equally over the number of games played during a
particular season. The season that generates the majority of our revenue runs
from October to March.

17
<PAGE> 20

Rental revenue consists of rent that we receive from various retail
operations inside our facilities and from periodic rental of our playing fields.
These consist of activities ranging from cheerleading academies, daycare, dog
obedience, dance, marital arts, tennis and soccer schools, physical therapy and
gymnastics. Other revenue consists of food and beverage concessions in addition
to other miscellaneous income items.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the
percentage of total revenue of the items included in our consolidated statements
of operations.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED FOR THE SIX MONTHS ENDED
MARCH 31, SEPTEMBER 30,
------------------- ------------------------
1999 2000 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total revenue 100% 100% 100% 100%
Total operating expenses 63 84 109 91
---- ---- ---- ----
Income (loss) from operations before interest, depreciation
and income taxes 37 16 (9) 9
Interest expense 20 25 29 44
Depreciation expense 14 14 17 18
---- ---- ---- ----
Income (loss) from operations before income taxes 3 (24) (55) (53)
Income tax benefit (expense) (1) 4 12 12
---- ---- ---- ----
Net income (loss) 2% (20)% (43)% (42)%
==== ==== ==== ====
Average number of facilities open during period 10 13.5 11.5 16
==== ==== ==== ====
</TABLE>

The following chart provides information as to material changes in our
historical statements of operations for the six month period ended September 30,
2000, as compared to the six month period ended September 30, 1999.

<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS INCREASE PERCENTAGE
ITEMS (DECREASE) CHANGE REASON FOR CHANGE
----- ---------- ------ -----------------
<S> <C> <C> <C>
League fees $ 488,000 52% Increased sales due to the addition
of four new operating facilities as
well as maturity of operating
facilities that had been open less
than 18 months in 1999.

Rental revenue $ (2,000) (2)% The additional facilities did not
have significant revenues from rental
facilities.

League operating costs $ (19,000) (8)% The league operating costs of the new
facilities are not as significant as
the operating costs of the older
facilities.

Facility operating costs $ 133,000 54% Increase in number of facilities and
additional costs related to the
opening of new facilities not
incurred by older facilities.
</TABLE>

18
<PAGE> 21

<TABLE>
<S> <C> <C> <C>
Personnel costs in facilities $ 234,000 53% Increase in number of facilities and
salary costs partially due to
increased costs of labor.

General and administrative costs $(142,000) (35)% Decreased personnel in 2000 as
opposed to 1999 due to the departure
of an officer and stock based
compensation in 1999 offset by
additional general and administrative
costs related to new facilities.

Interest expense $ 362,000 114% Increase in debt from $11.1 million
to $12.9 million as well as interest
on a new line of credit that had a
balance of $500,000.

Depreciation and amortization $ 108,000 62% Depreciation of new facilities as
well as full period of depreciation
for facilities completed early in
1999.

Provision (benefit) for income taxes $ 49,000 37% Increase in loss.

Net loss $ 174,000 37%
</TABLE>

The following chart provides information as to material changes in our
historical statements of operations for the fiscal year ended March 31, 2000, as
compared to the fiscal year ended March 31, 1999.

<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS INCREASE PERCENTAGE
ITEMS (DECREASE) CHANGE REASON FOR CHANGE
----- ---------- ------ -----------------
<S> <C> <C> <C>
League fees $ 702,000 30% Increase in number of facilities in
operation as well as the maturing of
facilities that were opened in 1998
and 1999.

Rental revenue $ 61,000 40% Increase in new facilities as well as
the addition of new rental agreements.

League operating costs $ 153,000 89% Increased facilities as well as the
addition and maturing of four
acquired facilities and increased
operations in newer facilities.
</TABLE>

19
<PAGE> 22

<TABLE>
<S> <C> <C> <C>
Facility operating costs $ 234,000 63% Increased facilities as well as the
addition and maturing of four
acquired facilities and increased
operations in newer facilities.

Personnel costs and facilities $ 461,000 62% Increase related to more personnel
for the four acquired facilities and
newly constructed facilities during
2000 and salary increases.

General and administrative expenses $ 383,000 108% Increase in stock based compensation
made to employees of various
facilities as well as increased costs
administering the new facilities and
a corporate overhead structure to
manage the combined 16 facilities.

Interest expense $ 340,000 65% Debt increase from $5.7 million to
$12.1 million due to completion of
facilities and the permanent
financing of facilities for which
construction was previously under
construction.

Depreciation and amortization $ 117,000 33% Completion of facilities under
contract and additional facilities
acquired.

Provision (benefit) for income taxes $(147,000) (694)% Loss in 2000 as opposed to taxable
income in 1999.

Net (loss) $(734,000)
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Historically, we have funded the acquisition of real estate and the
construction of new facilities by the following:

o cash flow from operations;

o loans from shareholders;

o loans from financial institutions, generally with shareholder
guarantees; and

o refinancing of loans on existing facilities.

Additional funds to open new facilities or to acquire land for future
construction have been obtained through refinancing of facilities where the
value of current property exceeds the current loan balances.

20
<PAGE> 23

Therefore, we were able to refinance certain existing properties and generate
additional funds from the new loans.

The following information relates to our sources and use of cash during
the six month period ended September 30, 2000.

We used $721,000 from operations, primarily from the following:

o a loss from operations of $663,000 that was partially offset
by a non cash charge for depreciation of $282,000;

o a non cash benefit of $166,000 from deferred income taxes;

o a $2,000 increase in other assets;

o a $92,000 reduction of accounts payable;

o a $58,000 reduction of accrued liabilities; and

o a $22,000 reduction of deferred revenue;

We utilized $255,000 in cash from investing activities related
primarily to the purchase of property and equipment.

We received approximately $1,020,000 in cash from financing activities
related to primarily to the following:

o increase from our line of credit of $342,000;

o long term borrowings of $842,000;

o a decrease due to principal payments on long term debt of
$84,000;

o a decrease due to the repurchase of stock for $45,000; and

o a decrease of $35,000 related to advances from shareholders.

Our current financial plan requires capital to be used during the next
12 months to pay down current debt and to provide for payment of principal and
interest required on current debt. In addition, we will be seeking additional
properties to acquire or locating sites to build new facilities. The proceeds of
the offering will be used to retire debt that is at market rates that exceed
what we may be able to obtain with new bank financing. The reduced debt
requirements may allow us to obtain more favorable lending terms and allow us to
expand. We believe that the proceeds from the offering, together with cash flow
and additional debt financing we may obtain, will be sufficient to satisfy our
capital needs for at least the next 12 months.

Our long term liquidity needs will consist primarily of capital to
build new facilities as well as working capital to fund the losses of the first
36 months of operations until the new facilities obtain positive cash flow. The
majority of our assets consist of real estate. Based upon current property
assessments received from governmental authorities, the combined assessed
valuation of our real estate and facilities exceeds our currently outstanding
loan balance at September 30, 2000. This equity is available to collateralize
our future borrowings as management decides to further expand our operations.

MARKET RISK

We significantly rely upon debt financing provided by various financial
institutions. Most of these instruments contain interest provisions that are at
least a percentage point above the published prime rate. This creates a
vulnerability to us relative to the movement of the prime rate. Should the prime
rate increase, our cost

21
<PAGE> 24

of funds will increase and affect our ability to obtain additional debt. We have
not engaged in any hedging activities to offset such risks.

INFLATION

Although we cannot accurately anticipate the effect of inflation on our
operations, we do not believe that inflation had, or is likely in the
foreseeable future to have, a material effect on our results of operations or
financial condition.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1998, June 1999 and June 2000, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities," SFAS 137, "Accounting for
Derivative Instruments and Hedging Activities -- Deferral of the Effective Date
of FASB Statement No. 133" and SFAS 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities an amendment of FASB Statement No.
133." These statements establish accounting and reporting standards requiring
that every derivative instrument, including certain derivative instruments
embedded in other contracts, be recorded in the balance sheet as either an
asset or liability measured at its fair value. These statements require that
changes in the fair value of a derivative be recognized currently in earnings
unless specific hedge accounting criteria are met. This accounting is
effective for us beginning in 2001.

In December 1999, the SEC issued Staff Accounting Bulletin No. 101,
which will become effective for financial statements with fiscal years ending
after December 15, 2000. SAB 101 provides guidance on applying generally
accepted accounting principles to selected revenue recognition issues. Our
management believes that our revenue recognition policies are in accordance with
SAB 101.

22
<PAGE> 25

BUSINESS

We are the leading consolidator and owner/operator of indoor soccer
facilities in the United States. Our facilities primarily organize and host
games for indoor soccer leagues. Some of our facilities offer soccer lessons,
kids' programs and limited lacrosse, hockey, flag football and other related
sports leagues. We derive most of our revenue from, and our primary focus is on,
collecting fees from participating teams in indoor soccer leagues and providing
a venue for practices and games.

We have a proven track record of both successfully building, or
identifying and acquiring, indoor soccer facilities in the United States. We
have grown from one facility in 1987, that we subsequently acquired, to 16
currently operating facilities. We have two more facilities on which we are
ready to begin construction and are in the county permitting process and have
acquired two more that are in the county construction permitting process. In
addition, we have several additional sites under consideration.

The average team attendance for the year ended March 31, 2000, was
1,543 teams per month. Participating teams average about 10 players per team.
With an average of four visits per player per month, we currently experience
approximately 60,000 player visits at our facilities per month. On average, each
player brings between one and one and one half spectators to each game. This
currently results in between 120,000 to 150,000 spectator visits per month at
our facilities. For the year ended March 31, 2000, our facilities averaged
between 1,480,000 and 1,840,000 player and spectator visits.

We were incorporated in Colorado in 1998 and, through two subsequent
stock exchanges, we have acquired or organized 20 subsidiaries that each own and
operate, or in the future plan to each own and operate, one indoor soccer
facility. Our principal executive offices are located at 9606 Aero Drive, #1300,
in San Diego, California 92123-1806. Our telephone number is 858.637.5766 and
our fax number is 858.637.3599. Our Internet address is
http://www.letsplaysoccer.com. The contents of our website are not part of this
prospectus.

INDUSTRY BACKGROUND

We provide indoor facilities for one of the fastest growing sports in
the United States. The 1999 National Soccer Participation Survey, an annual
report commissioned by the Soccer Industry Counsel of America, reports that
soccer participation in the United States stood in excess of 18 million players
in 1998. This survey also estimates that of these 18 million, almost nine
million athletes participate in organized leagues playing 25 or more days a
year.

According to the 1999 National Soccer Participation Survey, the 10 year
growth trend for high school sports shows soccer growing 81% more than any other
sport. The Soccer Industry Council of America found that participants in both
indoor and outdoor soccer are predominantly from suburban, middle and upper
middle income families. According to the 1999 National Soccer Participation
Survey, approximately 25% of soccer participants earn over $75,000 per year, 21%
between $50,000 and $74,000 and 39% earn between $25,000 and $49,000 per year.
According to the 1999 National Soccer Participation Survey, soccer participants
are generally 58% male, 32% over 35 years of age, 17% between 18 and 34 years
old, seven percent between the ages of 12 and 17 years old, and 44% between six
and 11 years old.

While the popularity of soccer in general, and indoor soccer in
particular, has grown over the recent years, facilities to accommodate this
growth have generally not kept pace. We believe that this is because of the
following significant barriers to entry into the indoor soccer facility
industry:

o lack of attention to the industry - because of the relative
youth of indoor soccer in the United States, we believe that
most business leaders have not realized the possibilities of
the market;

23
<PAGE> 26

o it is a very difficult and time consuming task for
inexperienced persons to build indoor soccer facilities - the
process of building indoor soccer facilities is difficult
because it involves, among other things, restrictive zoning
laws, lengthy permitting processes and the absence of free
span buildings, or buildings without internal supports;

o absence of qualified and knowledgeable management - because
indoor soccer is a relatively new sport, there are very few
management candidates that have experience managing a new
indoor soccer facility; and

o frequent losses after the first year of startup - most
entrants to the industry experience net losses for at least
their first 18 to 36 months of operations.

We believe that it takes a large amount of capital and an intimate understanding
of the game to effectively enter the indoor soccer facility industry.

THE LET'S PLAY SPORTS SOLUTION

We believe that because we are the leader in the indoor soccer facility
business in the United States, we are in position to continue and expand on our
lead in the acquisition, construction and operation of indoor soccer facilities
in North America.

For the 13 years that our management has been opening and operating
indoor soccer facilities, they have gained broad experience and contacts in our
industry. It is our belief that this experience has given us the ability to
efficiently acquire and build successful indoor soccer facilities. We believe
that we have become successful at acquiring, constructing and operating indoor
soccer facilities because of the following:

o we have been involved in indoor soccer since its early years -
with indoor soccer being only about 20 years old in the United
States, our management has grown up with the game, leading to
a solid understanding of the business and us being one of a
limited number of active participants in the industry;

o we have a proven track record of locating and acquiring indoor
soccer facilities - we have constructed eight facilities from
vacant lots to fully zoned and permitted businesses and have
acquired at least an additional eight facilities, giving us
the expertise to accomplish the opening of new facilities in
an increasingly efficient manner, thereby reducing the amount
of time from purchase to operation and reducing costs;

o we have experienced management and local managers -
collectively our corporate management has over 55 years of
experience relating to indoor soccer and, on average, our
local managers have experience in managing indoor soccer
facilities and generally have been very active in their local
soccer community, giving us solid management skills and ties
to our customer base; and

o our size and horizontal subsidiary support structure provides
us with an increased ability to outlast market entries, local
competition and brief recessions - because we are moving
towards attaining a critical mass of profitable subsidiaries
having indoor soccer facilities, we plan to be able to support
subsidiaries that are experiencing temporary financial
setbacks due to market entry, localized economic downturns and
competitive pressures.

24
<PAGE> 27

Generally, companies in the recreation business have decided to have
alternative sports for the various times of the year. We have decided to
concentrate on the sport of indoor soccer and to balance our regional coverage.
In Colorado, Idaho, Kansas and Utah generally it is too cold to play outdoors in
the winter so soccer enthusiasts play indoors and our number of teams and
revenue increase. In Louisiana and Texas generally it is too hot to play
outdoors in the summer so soccer enthusiasts play indoors and our number of
teams and revenues increase. We expect similar conditions to apply to our
facility in Arizona, once it is completed and opened. Because of this, we try to
balance the number of cold weather and warm weather facilities in order to
reduce the impact of seasonality.

STRATEGY

Our mission is to further extend our lead as the largest owner and
operator of indoor soccer facilities in the United States.

Our strategy focuses on three goals:

o Increase recurring revenue. We plan to increase our recurring
revenue by maintaining appropriate margins, increasing the
frequency of games per team and games per night, and extending
our hours of play. In addition, we are currently exploring
uses for our facilities during the daytime hours.

o Acquire new facilities to solidify our position in the indoor
soccer market. We believe that the most effective way to
remain competitive in the indoor soccer facilities business is
to be the largest and to realize the accompanying economies of
scale.

o Build contemporary relationships. We believe that our position
in indoor soccer makes us attractive for alliances companies
engaged in all types of entertainment and production or
marketing of sporting goods. We intend to seek out and use
these relationships to grow existing revenue streams and
create new revenue opportunities.

Our strategy to date has been to target markets primarily in the
western region of the United States, while moving south and east to partially
balance our seasonal revenue stream. We intend to continue this expansion
strategy. We also intend to continue our strategy of constructing additional
facilities in cities in which we currently have facilities in order to gain
dominant positions. We periodically review our maintenance requirements on our
older buildings and target one or two for replacement in newer more convenient
locations with buildings designed specifically for our needs. By doubling our
size over the last three years and increasing the leverage in some of our
facilities, our average time to profitability at a facility has been increased.
This has contributed to our loss. We expect to reverse this trend with this
offering by paying off certain existing SBA guaranteed loans and lowering our
long-term debt interest payments until such time as we fund future construction
and acquisitions through new loans.

We allow local management to assign local names to their facilities
with our corporate name in the background. It is our belief that this enhances
our ties to the local community. In addition, we have not put an emphasis on
alternate sports or alternate revenue sources. Our primary focus will continue
to be on indoor soccer and league play. By focusing our talents on our narrow
niche, we believe that we will be able to become increasingly efficient. This
focus has led to a steady increase in growth and same facility sales. We believe
that our narrow focus also keeps our senior and local management turnover low.

Through the analysis of zip code reports on players, we have found that
approximately 93% of our customers come from within a 25 minute radius of our
facilities. Because the typical game lasts 44 minutes, we believe that players
do not want the drive to and from the facility to become longer than their
playing time. As a

25
<PAGE> 28

result, we believe that our facilities must be located in an area with as many
soccer players as possible within a 25 minute radius. We believe facilities
offering indoor soccer with organized leagues will succeed in markets with
populations of at least 250,000 people within a 20 to 25 minute drive. The
United States has approximately 300 metropolitan areas, including 55 cities,
that meet this criteria. We believe that only approximately 250 of these
locations are suited demographically to support a facility of this nature with
current market demand.

FACILITIES

Our typical indoor soccer facility consists of a free span building
with approximately 28,600 square feet of usable area situated on approximately
two acres of land, zoned light industrial with a variance for recreational
purposes. The facilities generally contain a large indoor field of 192 feet by
85 feet and a small field of 100 feet by 50 feet. All of the facilities that we
construct are built to meet industrial warehouse classifications. Due to this,
we believe that we have the capability of selling these facilities for non
soccer users at a higher value than facilities not built to such
classifications. New facilities generally cost between $150,000 and $200,000 for
land, between $700,000 and $1,000,000 for construction of the building and
approximately an additional $100,000 for internal improvements.

Our early facilities were usually bought at foreclosure from distressed
sellers or lenders. As the economy improved and foreclosures became less
prevalent, we usually purchased vacant warehouses and a few tennis clubs and ice
rinks. Recently, we have been constructing new custom facilities.

Our facilities currently generate average revenue of between $40 and
$60 per player for an eight to 10 game schedule, or roughly $5 to $6 per player
per game. With our convenient locations, quality facilities, and high level of
service, we believe that we provide the customer with an attractive and
economical social event. We generate revenue primarily from league fees.
Although our local management usually enjoys the sport, they remain business
oriented and realize the importance of generating revenues. As a result, they
expect prompt payment of all team and league fees from the players. In addition,
we generate some revenue from various retail operations inside of our facilities
and from periodic rentals of our playing fields. Our revenue is subject to
significant variations due to seasonal changes in weather, holidays, the school
calendar and the outdoor soccer season. Our revenue has been weighted more
towards the third and fourth quarters of our fiscal year as the number of
facilities that we operate has increased more rapidly in cold weather cities
rather than warm weather cities, though it appears that trend is reversing to
some extent.

We own the land underlying all but two of our facilities. This allows
us the flexibility to make improvements immediately, on the facilities we own,
if desired, while at the same time maintaining consistent payments and an
expanding equity position. Each time we open a new facility, we believe we make
an immediate financial impact on competitors that increases as our reputation
for service to our players grows. This is because our percentage of operating
facilities with positive cash flow, as opposed to start up facilities, increases
over time.

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<PAGE> 29

LOCATIONS

The following is a summary of our operating and non-operating
facilities, the manner in which they are held, the net book value of their real
estate and improvements and their operational status as of September 30, 2000:

<TABLE>
<CAPTION>
CORPORATE NAME AND
FACILITY LOCATION OWNERSHIP NET BOOK VALUE STATUS
----------------- --------- -------------- ------
<S> <C> <C> <C>
One Line, Inc. Owned $ 183,994 In permit process.
Tucson, Arizona

Second Line, Inc. Owned 325,245 Opened in 1990.
Denver, Colorado

Three Line Inc. Leased Monthly 14,680 Opened in 1987.
El Cajon, California

Four Line, Inc. Owned 631,103 Opened in 1987.
Murray, Utah

Five Line, Inc. Owned 749,859 Acquired in 1994.
Woods Cross, Utah

GRC Inc. Leased Monthly 80,893 Opened in 1998.
San Diego, California

Eight Line, Inc. Owned 704,528 Opened in 1993.
Colorado Springs,
Colorado

Nine Line, Inc. Owned 1,841,241 Opened in 2000.
Englewood, Colorado

Ten Line, Inc. Owned 792,442 Opened in 1995.
Stafford, Texas

Thirteen Line, Inc. Owned 1,168,324 Opened in 1999.
Northglenn, Colorado

Fifteen-Line, Inc. Owned 730,585 Opened in 1997.
Ogden, Utah

Sixteen Line, Inc. Owned 1,137,059 Opened in 1998.
Boise, Idaho

Seventeen Line, Inc. Owned 1,063,793 Opened in 1998.
Wichita, Kansas

Nineteen Line, Inc. Owned 255,469 In permit process.
Phoenix, Arizona

Twenty Line, Inc. Owned 1,076,700 Opened in 2000.
Shreveport, Louisiana
</TABLE>

27
<PAGE> 30

<TABLE>
<CAPTION>
CORPORATE NAME AND
FACILITY LOCATION OWNERSHIP NET BOOK VALUE STATUS
----------------- --------- -------------- ------
<S> <C> <C> <C>
Twenty-Two Line, Inc. Owned 972,563 Opened in 1999.
Round Rock, Texas

Twenty-Three Line, Inc. Owned 110,724 Under construction.
San Antonio, Texas

Twenty-Five Line, Inc. Owned 1,558,580 Opened in 1998.
Houston, Texas

Twenty Eight Line, Inc. Owned 2,051,023 Acquired in 1999.
Oklahoma City, Oklahoma

Let's Play Sports, Inc. Owned 430,000 In permitting process.
Fishkill, New York -----------

TOTAL -- $15,878,805
===========
</TABLE>

We intend to phase out our leased facilities in El Cajon and San Diego,
California with nearby facilities that will be acquired or constructed by us. We
lease excess space to approximately 20 to 25 tenants in our various facilities,
nearly all of which are on month to month leases. We have the following types of
tenants in this unused space: cheerleading academies, day care, dog obedience,
dance, martial arts, tennis and soccer schools, physical therapy and gymnastics.

Our corporate offices are located at the corporate offices of
Brent-O-Corp., owned by Dave Altomare, our largest shareholder. To date, Mr.
Altomare has not charged us rent. However, there can be no assurance that Mr.
Altomare will not charge us rent in the future. In the event Mr. Altomare
charges us rent in the future, such rent will be approved by a majority of
disinterested directors and will be for no more than fair market value.

PERSONNEL

Typically, each facility has the following personnel:

o a manager;

o an assistant manager;

o a referee;

o a scorekeeper; and

o tele-marketers.

The managers, assistant managers and telemarketers are employees of
ours. The referees and scorekeepers are independent contractors hired by the
teams that play at our facilities.

28
<PAGE> 31

TRAINING

New managers are required to spend at least one week in training under
an experienced manager at an established facility. Generally an expansion
manager is on site and plays a major role in the start up of a new facility.
Also, each new employee spends at least one week training with a more
experienced employee, preferably the manager, before the employee is given full
responsibility.

SALES AND MARKETING

The following techniques represent what we believe are necessary to
reach potential customers and sign up participating teams and individuals for
leagues and facilitate success at our facilities:

o donate the unused field time to local nonprofit organizations
and donate administrative facilities to local clubs and
leagues for meetings, outdoor sign-ups and picture taking
sessions - the increased foot traffic from these programs
allows for the showcasing of the facilities in order to
attract prospective new customers;

o distribute flyers and other marketing information at sporting
events - in order to develop relationships with outdoor
leagues and to acquire the names of coaches and players the
facilities should market through tele-marketers and direct
mail;

o recruit local teams and individuals - connect with local
schools and universities through advertising in newspapers and
periodicals in order to recruit teams and individuals;

o establish alliances with local semiprofessional and
professional teams - by becoming the official practice
facilities for these teams, the facilities gain exposure and
benefit from affiliations;

o exploit spin-off market - once youth begin playing at the
facilities, the facilities can target their parents, brothers,
and sisters as potential players;

o provide open houses available to the public - we plan to
heavily publicize our open houses in order to boost
attendance; and

o use the Internet and other mass media to disseminate
information about the local and national indoor soccer
communities - through our Internet web pages, and direct
mailing campaign, as well as other outlets, we can provide the
content to become an information hub for indoor soccer.

COMPETITION

We estimate that there are roughly 300 indoor soccer facilities in the
country of which our market share is estimated by our management to be about
five percent and our management estimates that the second, third and fourth
largest operators have a combined market share of another five percent. We
estimate that there are over 250 owners of the 300 facilities. This market is
perceived by us to be extremely fragmented. However, some of our competitors
have created partnerships in order to create economies of scale.

Facilities in cities with population bases of 500,000 or more generally
are profitable the first year or two. Those same cities, however, face greater
competition. Generally in the first year or two of operations, it is fairly
common for competitors to enter the market as a result of the enthusiasm of the
local soccer community. The possibility of other competitors creates uncertainty
in our operations and volatility in

29
<PAGE> 32

results of operations. Facilities in cities with population bases of 300,000 or
less generally reach profitability at a slower pace than larger cities. Those
same facilities rarely face competition.

While we compete against organized and well-funded competitors, our
competition generally comes from smaller operations. In some markets, we compete
with YMCA's and city owned facilities. In the past, we have lost participating
teams to these non profit and government owned facilities because of their
advantages in cost and taxes.

We compete against a wide variety of concepts vying for social and
family recreation and leisure time. These competing concepts include softball,
bowling, darts, miniature golf and other types of recreation and social events
that compete for family entertainment dollars.

REGULATION

Our operations and business practices are subject to federal, state and
local government regulation in the various jurisdictions in which our facilities
are located. Although we are not aware of any proposed changes in any statutes,
rules or regulations, any changes in such laws could have a material adverse
effect on our financial condition and results of operations. The regulations
under which we operate vary to a significant degree depending on the location of
the facility. The following is a summary of some of the obstacles we have
encountered when constructing or acquiring our facilities:

o purchase land zoned for recreation or if industrial, or
commercial obtain a variance;

o provide traffic study;

o include a certain degree of landscaping and a contingency for
floods in site plan;

o provide a certain number of parking spaces;

o conform the building to local specifications, i.e. brick
facade; and

o include fire sprinklers and fire walls.

INTELLECTUAL PROPERTY

The name Let's Play Sports is a registered trademark in the United
States. We are the registered owner of the domain name
http://www.letsplaysoccer.com.

In addition, we license proprietary computer software for the operation
of our business. This software, in addition to simplifying our local manager's
job, provides a check and balance for senior management to keep track of the
performance of each facility to better estimate cash flow. It also provides us
with information as to who plays at our facilities, how many times, and in what
leagues. A league to league, facility to facility comparison is provided by the
software to measure how particular leagues are doing compared to prior sessions
and how the facility is doing compared to prior sessions.

EMPLOYEES

As of September 30, 2000, we had approximately 66 employees, of which
approximately two thirds were part-time. We are not a party to any collective
bargaining agreements with our employees. We have never experienced significant
labor shortages and we consider our relationships with our employees to be good.

LEGAL PROCEEDINGS

We encounter occasional lawsuits arising in the normal course of
business. We are not a party to any lawsuits currently and are not aware of any
pending actions.

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<PAGE> 33

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and executive officers are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
David A. Altomare 50 Chairman of the Board

Thomas W. Higginson 48 President, Chief Executive Officer and Director

Gary M. Archer 27 Vice President of Operations and Director

Carol E. Lutz 54 Secretary and Director

Linda L. Higginson 48 Director

Mark J. Lee 41 Director

Gerald A. Lutz 58 Director

Brian D. Quinn 40 Director

Steve F. Shoemaker 51 Director

Ralf W. Wilhelms 37 Vice President and Chief Financial Officer
</TABLE>

Thomas W. Higginson and Linda L. Higginson are husband and wife. Gerald
A. Lutz and Carol E. Lutz are husband and wife.

DAVID A. ALTOMARE. Mr. Altomare became our Chairman in March 1998. For
the past 20 years, Mr. Altomare has been a shareholder, the President and
Chairman of the board of directors of Brent-O-Corp. a holding company of various
entities including Auto Trader and various software and e-commerce companies. In
February 2000, Mr. Altomare sold Auto Trader.

THOMAS W. HIGGINSON. Mr. Higginson became our President, the Chief
Executive Officer and a director in March 1998. From 1988 to 1999, Mr. Higginson
was the President of Sports Marketing Group, Inc., a real estate holding
company.

GARY M. ARCHER. Mr. Archer became our Vice President of Operations and
a director in March 1998. Mr. Archer was an employee of Sports Marketing Group,
Inc. from 1990 to 1999. Mr. Archer attended Arizona Western College and the
University of Arizona.

CAROL E. LUTZ. Mrs. Lutz became our Secretary and a director in July
1999. For the past 13 years, Ms. Lutz has operated two indoor soccer centers in
Oklahoma City, both of which were recently acquired by us. In addition, Mrs.
Lutz has been a legal administrator for the past 13 years. Mrs. Lutz attended
Wichita State University and Rose State University.

LINDA L. HIGGINSON. Mrs. Higginson became our Assistant Treasurer since
at our inception and has been a director since 1999. Mrs. Higginson attended the
University of Utah. Mrs. Higginson is married to Thomas W. Higginson.

MARK J. LEE. Mr. Lee became one of our directors in December 2000.
Since 1996, Mr. Lee has been with California Bank & Trust in San Diego, a part
of Zions Bank, where he currently is the Senior Vice President, Manager of the
North County Corporate Banking group. CB&T is a $6.5 billion full service
commercial bank with offices throughout the state of California. Prior to
joining CB&T, Mr. Lee served in a similar capacity at San Diego Trust and
Savings Bank and Union Bank. Mr. Lee received a Bachelors of

31
<PAGE> 34

Science Degree in Finance from San Diego State University in 1984. Mr. Lee is an
active member, and immediate past president, of the San Diego MIT Enterprise
Forum and is their current chairman. Mr. Lee is also a founding member and
current chairman of the Phase II EmTek Seed Capital Fund, a revolving loan fund
serving the San Diego entrepreneurial community.

GERALD A. LUTZ. Mr. Lutz became one of our directors since March 1998.
Mr. Lutz was president of Indoor Soccer Arenas, Inc. of Oklahoma City, two
indoor soccer facilities recently acquired by us. From 1971 to 1999, Mr. Lutz
worked at Seagate Technologies as an engineer. Mr. Lutz is married to Carol E.
Lutz.

BRIAN D. QUINN. Mr. Quinn became one of our directors in December 2000.
Since 1995, Mr. Quinn has been the head coach for the San Diego Sockers. Mr.
Quinn is an eight-time all-star midfielder in the Major Indoor Soccer League and
won eight national indoor championships with the San Diego Sockers from
1983-1991. Beginning in April 1991, Mr. Quinn became a regular in the midfield
of the U.S. National Team in their preparation for the 1994 World Cup. Mr.
Quinn, also had a distinguished outdoor career in the old NASL, suiting up for
two teams other than the San Diego Sockers, the Montreal Manic and the Los
Angeles Aztecs. Mr. Quinn began his outdoor soccer career with Larne of the
Irish League in 1978 to 1979, and then spent two seasons with Everton, an
English Premier League club, from 1979 to 1981. Mr. Quinn holds a U.S.S.F. "A"
coaching license and was instrumental in developing youth programs for soccer
clubs and coaches throughout the United States.

STEVE F. SHOEMAKER. Mr. Shoemaker became one of our directors in
December 2000. Since 1989, Mr. Shoemaker has been the President and Chief
Executive Officer of Advanced Web Offset, Inc., a printing company. From 1986 to
1989, Mr. Shoemaker was a consultant and general manager for North Coast
Publishers.

RALF W. WILHELMS. Mr. Wilhelms became our Vice President since March
1998. For the five years before 1998, Mr. Wilhelms was the publisher of Sports
Press and an assistant coach of the San Diego Sockers professional soccer team
during two of these years. Wilhelms received a Masters Degree in international
business administration from the United States International University. Mr.
Wilhelms also received a B.A. in business from the Fachhochschule College in
Germany.

COMMITTEES OF THE BOARD OF DIRECTORS

The board of directors maintains a compensation committee and an audit
committee. The compensation committee is composed of Mark J. Lee, Brian Quinn
and Steve Shoemaker, all non-employee directors. The audit committee is composed
of Mark J. Lee, Brian Quinn and Steve Shoemaker. The primary function of the
compensation committee is to review and make recommendations to the board of
directors with respect to the compensation, including bonuses, of our officers
and to administer the grants under our stock option plan. The functions of the
audit committee are to review the scope of the audit procedures employed by our
independent auditors, to review with the independent auditors our accounting
practices and policies and recommend to whom reports should be submitted within
our company, to review with the independent auditors their final audit reports,
to review with our internal and independent auditors our overall accounting and
financial controls, to be available to the independent auditors during the year
for consultation, to approve the audit fee charged by the independent auditors,
to report to the board of directors with respect to such matters and to
recommend the selection of the independent auditors.

32
<PAGE> 35

COMPENSATION OF DIRECTORS

Directors who are also our officers are not separately compensated for
serving on the board of directors. Directors who are not our officers may be
paid an annual retainer and fees for attending meetings. The amount of such
payments has not yet been determined. All our directors will be reimbursed for
expenses relating to attendance at board meetings.

EXECUTIVE OFFICER COMPENSATION

The following table sets forth the compensation paid by us for services
rendered during the fiscal years ended March 31, 2000, 1999 and 1998 to Thomas
W. Higginson. None of our executive officers earned or was paid compensation of
more than $100,000 during the year ended March 31, 2000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
FISCAL YEAR ENDED ANNUAL COMPENSATION
NAME AND PRINCIPAL POSITION MARCH 31, SALARY
--------------------------- ----------------- -------------------
<S> <C> <C>
Thomas W. Higginson 2000 $60,000
President, Chief Executive 1999 $60,000
Officer and Director 1998 $60,000
</TABLE>

No stock options have ever been issued by us.

LIFE INSURANCE POLICIES

We intend to obtain a key man life insurance policy in the aggregate
face amount of $1,000,000 on Thomas W. Higginson following the closing of the
offering. The proceeds of this policy will be payable to us.

STOCK OPTION PLAN

We adopted our stock option plan in November 2000 pursuant to which an
aggregate of 500,000 shares of common stock are currently reserved for issuance.

The stock option plan provides for the granting of incentive stock
options within the meaning of Section 422 of the Internal Revenue Code and
non-qualified stock options. Non-qualified stock options may be granted to our
employees, directors and consultants, while incentive stock options may be
granted only to our employees. The board of directors currently administers the
stock option plan and determines the terms of the options granted under the
stock option plan, including the exercise price, the number of shares subject to
a particular option and the exercisability thereof.

The exercise price of all incentive stock options granted under the
stock option plan must be at least equal to the fair market value of our common
stock on the date of grant and must be 110% of fair market value when granted to
a person who owns more than 10% of our common stock. The exercise price of all
non-qualified stock options granted under the stock option plan may be less than
the fair market value of the common stock on the date of grant. The term of all
options granted under the stock option plan may not exceed 10 years, except the
term of incentive stock options granted to a person who owns more than 10% of
our common stock may not exceed five years. The stock option plan may be amended
or terminated by the board of directors, but no such action may impair the
rights of a participant under a previously granted option.

33
<PAGE> 36

The stock option plan provides the board of directors or the
compensation committee with the discretion to determine when options granted
under the stock option plan will become exercisable and the vesting period of
such options.

No options have been granted pursuant to the stock option plan.

We have no other bonus, profit sharing, pension, retirement, stock
purchase, deferred compensation, or other incentive plan.

CERTAIN TRANSACTIONS

In October 1999, we entered into an agreement with a former officer,
director and shareholder of ours, Charles C. Crosse. Pursuant to this agreement,
Mr. Crosse agreed to sell up to 46,874 shares of our common stock held by him.
Such shares are to be purchased at a rate of 1,000 shares per month at $5.00 per
share. As of November 30, 2000, we had repurchased 11,500 shares of our common
stock from Mr. Crosse and Mr. Crosse still owned 38,874 shares of our common
stock.

In October 2000, two of our officers, Thomas W. Higginson and David A.
Altomare, borrowed $1,000,000 from a financial institution on our behalf. As a
result, we issued a promissory note to Messers. Higginson and Altomare that
contains the same terms and conditions as their note to the financial
institution. Both notes are dated October 10, 2000, bear interest at a rate of
1% over the prime rate of the financial institution, initially 10.5%, and mature
on October 18, 2001.

In June 1999, Carol E. Lutz and Gerald Lutz loaned us $80,723. This
loan was originally due on December 31, 1999 and is currently due on demand. The
interest rate on this loan is 10%. As of September 30, 2000, this note had an
outstanding balance of $57,724.

During the six month period ended September 30, 2000, David Altomare
loaned us approximately $500,000. These loans are unsecured and due on demand.
As of September 30, 2000, we owed Mr. Altomare approximately $375,000 under
these loans.

David Altomare and a company of which he is an officer are personal
guarantors of, or have provided cash collateral for loans, to us and our wholly
owned subsidiaries. As of September 30, 2000, the total outstanding balance of
the loans is $7,264,443. Approximately $6,000,000 of these loans are secured by
real estate owned by us.

Gary M. Archer has guaranteed the outstanding balance of a loan to a
one of our subsidiaries. The total outstanding balance of this loan is $842,644.
The loan is secured by real estate owned by us. Proceeds from the offering will
be used to pay off this loan.

Ralf W. Wilhelms has guaranteed the outstanding balance of a loan to
us. The loan is secured by real estate owned by us. As of September 30, 2000,
the outstanding balance of this loan is $798,739. Proceeds from the offering
will be used to pay off this loan.

Gaylen B. and Michele Jorgensen have guaranteed the outstanding
balances of two loans to us as of September 30, 2000. The loan is secured by
real estate owned by us. This loan has a total outstanding balance of $837,323.
Proceeds from the offering will be used to pay off one loan for approximately
$354,027.

In September 1999, we acquired all of the common stock of One Line,
Inc. for 28,500 shares of our common stock from four of our shareholders, Thomas
W. Higginson, David A. Altomare, Mark Barlow and Ralf W. Wilhelms.

34
<PAGE> 37

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the
beneficial ownership of our common stock, as of the date of this prospectus, and
as adjusted to reflect the sale of the shares of common stock offered by this
prospectus, by:

o each of our executive officers and directors,

o all of our executive officers and directors as a group, and

o each person who is known by us to own beneficially more than
five percent of our outstanding common stock.

Shares of common stock not outstanding but deemed beneficially owned by
virtue of the right of an individual to acquire the shares of common stock
within 60 days are treated as outstanding only when determining the amount and
percentage of common stock owned by such individual. Except as noted below the
table, each person has sole voting and investment power with respect to the
shares of common stock shown. Unless otherwise shown, the address of each person
is 9606 Aero Drive, Suite 1300, San Diego, California 92123.

<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK BENEFICIALLY OWNED
PRIOR TO THE OFFERING
-------------------------------
PERCENTAGE OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT AFTER THE OFFERING
------------------------------------ ------ ------- ------------------
<S> <C> <C> <C>
David A. Altomare 334,066 18.6% 14.0%

Thomas W. and Linda 201,152 11.2 8.4
Higginson

Gary M. Archer 47,830 2.7 2.0

Carol and Gerald Lutz(1) 215,260 12.0 9.0
941 East Diane Terrace
Mustang, OK 73064

Ralf W. Wilhelms 131,074 7.3 5.5

Mark J. Lee -- -- --

Brian D. Quinn -- -- --

Steve F. Shoemaker -- -- --
</TABLE>

----------

(1) Owned jointly. Of these shares, 6,449 shares are owned by Loren R. and
Monika Lutz, a son and the daughter-in-law of Carol and Gerald Lutz. Of these
shares 2,328 are owned by William R. Lutz, a son of Carol and Gerald Lutz.

35
<PAGE> 38

Gaylen B. Jorgensen(2) 149,164 8.3 6.2
8961 South 2070 West
West Jordan, UT 84088
</TABLE>

----------

(2) Owned jointly with Mr. Jorgensen's wife Michele.

36
<PAGE> 39

DESCRIPTION OF SECURITIES

The following summary description of our securities is not complete and
is qualified in its entirety by reference to our articles of incorporation and
bylaws.

Our authorized capital stock consists of 15,000,000 shares of $0.001
par value common stock and 2,000,000 shares of $0.001 par value preferred stock,
which we may issue in one or more series as determined by our board of
directors. As of the date of this prospectus, there currently are 1,785,101
shares of common stock issued and outstanding that are held of record by 55
shareholders. As of the date of this prospectus, we have issued no shares of
preferred stock.

COMMON STOCK

Each holder of record of our common stock is entitled to one vote per
share on all matters submitted to a vote of our shareholders. There is no right
to cumulative voting in the election of directors. One-third of the issued and
outstanding voting stock constitutes a quorum at any meeting of shareholders and
the vote by the shareholders of a majority of the outstanding voting stock is
required to effect certain fundamental corporate changes such as liquidation,
merger or amendment of the articles of incorporation.

Holders of outstanding shares of common stock are entitled to receive
dividends as declared by the board of directors out of funds legally available
therefor, after payment of dividends required to be paid on outstanding shares
of preferred stock, if any. Upon liquidation, holders of shares of common stock
are entitled to share ratably in all assets remaining after payment of
liabilities, subject to the liquidation preference rights of any outstanding
shares of preferred stock, if any. Holders of shares of common stock have no
conversion, redemption or preemptive rights. The rights of the holders of common
stock will be subject to, and may be adversely affected by, the rights of the
holders of any outstanding preferred stock. All of the issued and outstanding
shares of common stock are, and all unissued shares of common stock, when
offered and sold will be, duly authorized, validly issued, fully paid and
nonassessable. To the extent that additional shares of common stock may be
issued in the future, the relative interests of the then existing stockholders
may be diluted.

There is currently no trading market for our common stock, and there
can be no assurance that a trading market will develop in the future. The
outstanding shares of common stock are restricted securities as that term is
defined in Rule 144 under the Securities Act of 1933 and cannot be resold
without registration under the 1933 Act or an exemption from registration.

PREFERRED STOCK

Under our articles of incorporation, the board of directors has the
power, without further action by holders of the common stock, to issue preferred
stock and to designate the relative rights and preferences of one or more
classes of preferred stock, when and if issued. Such rights and preferences
could include preferences as to liquidation, redemption and conversion rights,
voting rights, dividends and other preferences, any of which may be dilutive of
the interest of the holders of the common stock. The board of directors' ability
to issue shares of preferred stock and to determine the rights, preferences,
privileges, designations and limitations of such stock, including the dividend
rights, dividend rate, conversion rights, voting rights, terms of redemption and
other terms and conditions of such stock, could make it more difficult for a
person to engage in, or discourage a person from engaging in, a change in
control transaction without the cooperation of our management. As of the date of
this prospectus, we do not have plans to issue preferred stock.

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<PAGE> 40

CERTAIN PROVISIONS OF ARTICLES OF INCORPORATION

Our articles of incorporation contain a provision authorized under
Colorado law which limits the liability our of directors for monetary damages
for breach of their fiduciary duty as a director other than for intentional
misconduct, fraud or a knowing payment of a dividend in violation of Colorado
law. Such provision limits recourse for money damages that might otherwise be
available to us or offerees for negligence by individuals acting on our behalf.
Although these provisions would not prohibit injunctive or similar actions
against these individuals, the practical effect of such relief would be limited.
This limitation of liability under state law does not apply to any liabilities
that may exist under federal securities laws.

INDEMNIFICATION PROVISIONS

Our articles of incorporation provide that we shall indemnify, to the
maximum extent permitted by law in effect from time to time, any person who is
or was a director, officer, agent, fiduciary or employee of ours against any
claim, liability or expense arising against or incurred by such person made
party to a proceeding because such person is or was a director, officer, agent,
fiduciary or employee of ours or because such person is or was servicing another
entity as a director, officer, partner, trustee, employee, fiduciary or agent at
our request. We further have the authority to the maximum extent permitted by
law to purchase and maintain insurance providing such indemnification.

Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to our directors, officers and controlling persons, or
otherwise, we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

ANTI-TAKEOVER PROVISIONS

Our articles of incorporation contain provisions that may make it more
difficult for a third party to acquire, or may discourage acquisition bids for,
us. Our board of directors is authorized, without action of its shareholders, to
issue authorized but unissued common stock and preferred stock. The existence of
undesignated preferred stock and authorized but unissued common stock enables us
to discourage or to make it more difficult to obtain control of us by means of a
merger, tender offer, proxy contest or otherwise.

TRANSFER AGENT AND REGISTRAR

We have retained ________________________________ to serve as the
transfer agent and registrar for our common stock.

38
<PAGE> 41

SHARES ELIGIBLE FOR FUTURE SALE

On completion of this offering, we will have 2,383,601 shares of
common stock outstanding. If the underwriters' over-allotment option is
exercised in full, 2,473,601 shares of common stock will be outstanding. All of
the shares of common stock sold in this offering and any shares sold by us upon
exercise of the underwriters' over-allotment option will be freely tradeable
without restriction or further registration under the Securities Act, except
that any shares purchased by our "affiliates," as the term is defined in Rule
144, generally only may be sold in compliance with the limitations of Rule 144
described below.

Of the remaining shares of common stock outstanding after this
offering, 600,000 shares will be freely tradable without restriction in the
public market, and 1,783,748 shares may be sold publicly only if registered
under the 1933 Act or sold in accordance with an exemption from the registration
requirements of the 1933 Act, such as Rule 144.

Prior to this offering, there has been no public market for our
common stock. We are unable to estimate the number of shares that may be sold in
the future by our existing shareholders or the effect, if any, that sales of
shares by such shareholders, or the availability of the shares for sale, will
have on the market price of the common stock prevailing from time to time. Sales
of substantial amounts of our common stock in the public market could adversely
affect prevailing market prices.

For purposes of Rule 144, an "affiliate" of us is a person who,
directly or indirectly through one or more intermediaries, controls, or is
controlled by or is under common control with, us. In general, under Rule 144, a
shareholder including an "affiliate," who has beneficially owned our shares for
at least one year is entitled to sell, within any three-month period, a number
of "restricted" shares that does not exceed the greater of:

o one percent of the then outstanding shares of our common
stock, or approximately 23,384 shares expected to be
outstanding immediately after this offering; or

o the average weekly trading volume in our common stock during
the four calendar weeks preceding the filing of the notice to
the SEC reporting the sale.

Sales under Rule 144 are subject to manner of sale limitations, notice
requirements and the availability of current public information about us. Rule
144(k) provides that a person who is not deemed our "affiliate" and who has
beneficially owned our shares for at least two years is entitled to sell such
shares at any time under Rule 144 without regard to the limitations described
above. We estimate that approximately 805,000 outstanding shares fall in this
category.

As of the date of this prospectus, there were no outstanding stock
options to purchase shares of common stock. However, 500,000 shares have been
authorized to be issued pursuant to our 2000 Incentive and Non-Statutory Stock
Option Plan. Twelve months after this offering, we may file a registration
statement on Form S-8 covering the 500,000 shares of common stock issuable under
our 2000 Incentive and Non-Statutory Stock Option Plan, thus permitting the
resale of these shares in the public market without restriction under the
Securities Act other than restrictions applicable to affiliates.

We and our executive officers, directors and all of our other
shareholders have agreed, pursuant to lock-up agreements relating to the
transfer of shares of our common stock, that we will not sell, transfer,
hypothecate or convey any of our common stock or derivative securities by
registration or otherwise for a period of 12 months from the date of this
prospectus without the prior written consent of the representative of the
underwriters. We and all of our officers, directors and holders of five percent
or more of our common stock have further agreed not to sell, transfer,
hypothecate or convey any of our common stock or derivative

39
<PAGE> 42

securities through a "Regulation S" transaction for a minimum period of five
years from the date of this prospectus without the prior written consent of the
representative of the underwriters. In addition, we have agreed not to sell any
of our common stock or derivative securities through a "Regulation D" offering
for a minimum period of 12 months from the date of this prospectus without the
written consent of the representative of the underwriters. We have also agreed
to obtain from each holder of options to purchase our common stock, if any, such
person's written enforceable agreement not to sell our common stock pursuant to
the exemption afforded by Rule 701 under the Securities Act for a minimum period
of 12 months from the date of this prospectus without the prior written consent
of the representative of the underwriters. The representative of the
underwriters has informed us that it has no current intentions of releasing any
shares subject to the aforementioned lock-up agreements. Any determination by
the representative of the underwriters to release any shares subject to the
lock-up agreements would be based on a number of factors at the time of
determination, including the market price and trading volumes of the common
stock, the liquidity of the trading market for the common stock, general market
conditions, the number of shares proposed to be sold, and the timing, purpose
and terms of the proposed sale. There are no exceptions to the lock-up agreement
except that individuals subject to the lock-up may dispose of shares as bona
fide gifts to persons who also enter into lock-up agreements that terminate 12
months after the date of this prospectus.

40
<PAGE> 43

UNDERWRITING

Subject to the terms and conditions of the underwriting agreement,
the underwriters named below, for which Schneider Securities, Inc. is acting as
the underwriters' representative, have agreed to purchase from us the number of
shares of common stock set forth opposite their names, and will purchase the
shares of common stock at the price to public less the underwriting discount set
forth on the cover page of this prospectus:

<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERWRITER OF COMMON STOCK
----------- ----------------
<S> <C>
Schneider Securities, Inc......................................................

------------
Total.......................................................................... 600,000
============
</TABLE>

The underwriting agreement provides that the underwriters' obligations
are subject to conditions precedent and that the underwriters are committed to
purchase all shares of common stock offered hereby (other than those covered by
the over-allotment option described below) if the underwriters purchase any
shares.

The representative has advised us that the underwriters propose to
offer the shares of common stock offered hereby directly to the public at the
price to public set forth on the cover page of this prospectus, and that they
may allow to certain dealers that are members of the National Association of
Securities Dealers, Inc., concessions not in excess of $_____. After the initial
public distribution of the shares of common stock is completed, the price of the
shares of common stock may change as a result of market conditions. No change in
the terms will change the amount of proceeds to be received by us as set forth
on the cover page of this prospectus. The representative has further advised us
that the underwriters do not intend to confirm sales to any accounts over which
any of them exercise discretionary authority.

We have agreed to pay the representative a nonaccountable expense
allowance of three percent of the aggregate public offering price of the shares
of common stock offered, including shares of common stock sold on exercise of
the over-allotment option. We have paid $45,000 of the nonaccountable expense
allowance to the representative. We have also agreed to pay all expenses in
connection with qualifying the shares of common stock offered hereby for sale
under the laws of such states as the representative may designate.

We have granted the underwriters an option, exercisable for 45 days
after the date of this prospectus, to purchase up to 90,000 additional shares of
common stock at the same price as the initial shares of common stock offered.
The underwriters may purchase the shares of common stock solely to cover
over-allotments, if any, in connection with the sale of shares of common stock
offered hereby. If the over-allotment option is exercised in full, the total
public offering price, underwriting discounts and gross proceeds to us will be
$4,140,000, $414,000 and $3,726,000, respectively.

The underwriters may engage in over-allotments, stabilizing
transactions, syndicate covering transactions and penalty bids in accordance
with Regulation M under the Securities Exchange Act of 1934. Over-allotment
involves syndicate sales in excess of the offering size, which create a
syndicate short

41
<PAGE> 44

position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum.
Syndicate covering transactions involve purchases of the securities in the open
market after the distribution has been completed in order to cover syndicate
short positions. Penalty bids permit the underwriters to reclaim a selling
concession from a syndicate member when the securities originally sold by such
syndicate member are purchased in a syndicate covering transaction to cover
syndicate short positions. Such stabilizing transactions, syndicate covering
transactions and penalty bids may cause the price of the common stock to be
higher than it would otherwise be in the absence of such transactions.

Neither us nor the underwriters make any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the common stock. In addition, neither us nor any
of the underwriters makes any representation that the underwriters will engage
in such transactions or that such transactions, once commenced, will not be
discontinued without notice.

We and our executive officers, directors and all of our other
shareholders have agreed, pursuant to lock-up agreements relating to the
transfer of shares of our common stock, that we will not sell, transfer,
hypothecate or convey any of our common stock or derivative securities by
registration or otherwise for a period of 12 months from the date of this
prospectus without the prior written consent of the representative of the
underwriter or any greater period required by any state in which the offering of
the shares of common stock is to be registered. We and all of our officers,
directors and holders of five percent or more of our common stock have agreed to
further restrictions with regard to the shares.

We will sell to the representative on completion of the offering, for a
total purchase price of $10, the representative's warrants for the purchase of
shares of common stock entitling the representative or its assigns to purchase
60,000 shares of common stock. The representative's warrants will be exercisable
commencing one year from the date of this prospectus and will expire five years
from the date of this prospectus. The representative's warrants will contain
certain anti-dilution provisions and provide for the cashless exercise of the
representative's warrants utilizing our securities. The exercise price of the
representative's warrants to purchase shares of common stock is 133% of the
public offering price or $7.98 per share of common stock.

We will set aside and at all times have available a sufficient number
of shares of common stock to be issued upon exercise of the representative's
warrants. The representative's warrant and underlying shares of common stock
will be restricted from sale, transfer, assignment or hypothecation for a period
of one year after the date of this prospectus, except to officers of the
representative, co-underwriters, selling group members and their officers or
partners. Thereafter, the representative's warrant and underlying shares of
common stock will be transferable provided such transfer is in accordance with
the provisions of the Securities Act. Subject to certain limitations and
exclusions, we have agreed, at the request of representative, to register for
sale the common stock issuable upon exercise of the representative's warrants.

For a period of five years after the date hereof, the representative
has the right to have an observer attend meetings of our board of directors and
receive the same compensation, excluding any grants of options, and expenses
paid to our directors.

Prior to this offering, there has not been a public market for our
securities. The public offering price of the common stock has been determined by
arms-length negotiation between us and the representative. There is no direct
relation between the offering price of the shares of common stock and our
assets, book value or net worth. Among the factors considered by us and the
representative in pricing the shares of common stock were the results of
operations, the current financial condition and our future prospects, the
experience of management, the amount of ownership to be retained by present
stockholders,

42
<PAGE> 45

the general condition of the economy and the securities markets and the demand
for securities of companies considered comparable to us.

In connection with this offering, we and the underwriters have agreed
to indemnify each other against certain liabilities, including liabilities under
the Securities Act and if such indemnification is unavailable or insufficient,
we and the underwriters have agreed to damage contribution arrangements based
upon relative benefits received from this offering and relative fault resulting
in such damage.

LEGAL MATTERS

Dorsey & Whitney LLP will pass upon the validity of the common stock
offered in this prospectus. Berliner Zisser Walter & Gallegos, P.C. will pass
upon certain legal matters for the representative.

EXPERTS

Our consolidated balance sheet as of March 31, 2000 and our
consolidated statements of operations and shareholders' equity and cash flows
for the years ended March 31, 1999 and 2000 included in this prospectus have
been included herein in reliance on the report of Ehrhardt Keefe Steiner &
Hottman PC, independent certified public accountants, given on the authority of
that firm as experts in auditing and accounting.

With respect to the unaudited interim consolidated financial
information as of and for the six months ended September 30, 2000 and for the
six months ended September 30, 1999, the independent certified public
accountants have not audited or reviewed such consolidated financial information
and have not expressed an opinion or any other form of assurance with respect to
such consolidated financial information.

<PAGE> 46
LET'S PLAY
SPORTS, INC.

CONSOLIDATED FINANCIAL STATEMENTS
AND INDEPENDENT AUDITORS' REPORT

<PAGE> 47

LET'S PLAY SPORTS, INC.

TABLE OF CONTENTS

<TABLE>
<S> <C>
Independent Auditors' Report........................................................................................F - 2

Consolidated Financial Statements

Consolidated Balance Sheets................................................................................F - 3

Consolidated Statements of Operations......................................................................F - 4

Consolidated Statement of Changes in Shareholders' Equity..................................................F - 5

Consolidated Statements of Cash Flows......................................................................F - 6

Notes to Consolidated Financial Statements..........................................................................F - 8
</TABLE>

<PAGE> 48

INDEPENDENT AUDITORS' REPORT

To the Boards of Directors and Stockholders
Let's Play Sports, Inc.
San Diego, California

We have audited the accompanying consolidated balance sheet of Let's Play
Sports, Inc. as of March 31, 2000, and the related consolidated statements of
operations, changes in shareholders' equity and cash flows for the years ended
March 31, 1999 and 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Let's
Play Sports, Inc. as of March 31, 2000 and the consolidated results of their
operations and their cash flows for the years ended March 31, 1999 and 2000 in
conformity with generally accepted accounting principles.

Ehrhardt Keefe Steiner & Hottman PC

December 6, 2000
Denver, Colorado

F-2
<PAGE> 49

LET'S PLAY SPORTS, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
March 31, September 30,
2000 2000
------------ -------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash $ 88,058 $ 131,861

Property and equipment
Land and buildings 15,389,636 15,612,826
Construction in progress 284,811 304,691
Furniture, fixtures and equipment 2,322,747 2,365,259
------------ -------------
17,997,194 18,282,776
Accumulated depreciation (2,065,967) (2,321,290)
------------ -------------
Net property and equipment 15,931,227 15,961,486
------------ -------------

Other assets 167,016 168,516
Goodwill, net of accumulated amortization of $52,851 (March 31, 2000) and
$72,381 (September 30, 2000) 923,618 904,088
------------ -------------

Total assets $ 17,109,919 $ 17,165,951
============ =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable $ 299,819 $ 207,389
Accrued liabilities 619,842 610,419
Deferred revenue 135,536 113,090
Lines-of-credit 116,411 458,237
Long-term debt 12,144,007 12,890,965
Advances from shareholders 85,000 50,000
Deferred income taxes 208,364 42,653
------------ -------------
Total liabilities 13,608,979 14,372,753
------------ -------------

Commitments and contingencies

Shareholders' equity
Preferred stock - $.001 par value, 2,000,000 shares authorized, none issued
or outstanding -- --
Common stock - $.001 par value, 15,000,000 shares authorized, 1,792,648
(March 31, 2000) and 1,783,748 (September 30, 2000) shares issued and
outstanding 1,793 1,784
Additional paid-in capital 5,006,779 4,962,288
Accumulated deficit (1,507,632) (2,170,874)
------------ -------------
Total stockholders' equity 3,500,940 2,793,198
------------ -------------

Total liabilities and shareholders' equity $ 17,109,919 $ 17,165,951
============ =============
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE> 50

LET'S PLAY SPORTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Operating expenses
League operating costs 170,830 323,430 92,065 111,120
Facility operating costs 368,612 602,284 248,590 381,750
Personnel costs in facilities 737,896 1,198,972 438,445 671,959
General and administrative 355,260 738,479 401,001 258,879
------------ ------------ ------------ ------------
Total operating expenses 1,632,598 2,863,165 1,180,101 1,423,708
------------ ------------ ------------ ------------

Income (loss) from operations before interest,
depreciation and income taxes 958,401 530,502 (100,685) 133,089

Non-operating expenses
Interest expense 523,119 863,230 317,552 679,689
Depreciation and amortization 356,364 473,379 174,592 282,353
------------ ------------ ------------ ------------
Total non-operating expenses 879,483 1,336,609 492,144 962,042
------------ ------------ ------------ ------------

Income (loss) from operations before income taxes
78,918 (806,107) (592,829) (828,953)

Provision (benefit) for income taxes 21,330 (177,343) (132,047) (165,711)
------------ ------------ ------------ ------------

Net income (loss) and comprehensive
income (loss) $ 57,588 $ (628,764) $ (460,782) $ (663,242)
============ ============ ============ ============

Earnings (loss) per share - basic and diluted $ 0.04 $ (0.37) $ (0.32) $ (0.37)
============ ============ ============ ============

Weighted average shares outstanding 1,395,150 1,689,328 1,427,598 1,788,954
============ ============ ============ ============
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 51

LET'S PLAY SPORTS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Common Stock Additional Total
---------------------------- Paid-in Accumulated Shareholders'
Shares Amount Capital Deficit Equity
------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance at April 1, 1998 1,196,996 $ 1,197 $ 2,181,573 $ (936,456) $ 1,246,314

Shares issued in satisfaction of debt 205,064 205 1,025,112 -- 1,025,317

Repurchase of shares (7,390) (7) (36,938) -- (36,945)

Net income for the year ended
March 31, 1999 -- -- -- 57,588 57,588
------------ ------------ ------------ ------------ -------------

Balance at March 31, 1999 1,394,670 1,395 3,169,747 (878,868) 2,292,274

Shares issued in acquisitions 344,808 345 1,571,235 -- 1,571,580

Shares issued in satisfaction of debt 26,000 26 129,974 -- 130,000

Shares issued for services 20,370 20 101,830 -- 101,850

Shares issued for cash 12,600 13 62,987 -- 63,000

Repurchase of shares (5,800) (6) (28,994) -- (29,000)

Net loss for the year ended
March 31, 2000 -- -- -- (628,764) (628,764)
------------ ------------ ------------ ------------ -------------

Balance at March 31, 2000 1,792,648 1,793 5,006,779 (1,507,632) 3,500,940

Repurchase of shares (unaudited) (8,900) (9) (44,491) -- (44,500)

Net loss for the six months ended
September 30, 2000 (unaudited) -- -- -- (663,242) (663,242)
------------ ------------ ------------ ------------ -------------

Balance at September 30, 2000 (unaudited) 1,783,748 $ 1,784 $ 4,962,288 $ (2,170,874) $ 2,793,198
============ ============ ============ ============ =============
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE> 52

LET'S PLAY SPORTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Years Ended For the Six Months Ended
March 31, September 30,
---------------------------- ----------------------------
1999 2000 1999 2000
------------ ------------ ------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Cash flows from operating activities
Net income (loss) $ 57,588 $ (628,764) $ (460,782) $ (663,242)
------------ ------------ ------------ ------------
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities
Depreciation and amortization 356,364 473,379 175,148 282,353
Deferred income taxes (71,884) (177,343) (132,047) (165,711)
Stock issued for services -- 101,850 164,850 --
Changes in operating assets and liabilities
Other assets 80,916 (84,456) (82,893) (1,500)
Accounts payable 951,021 (669,433) 347,901 (92,430)
Accrued liabilities 116,707 478,206 47,512 (57,785)
Deferred revenue 14,464 22,072 (25,177) (22,446)
------------ ------------ ------------ ------------
1,447,588 144,275 495,294 (57,519)
------------ ------------ ------------ ------------
Net cash provided by (used in) operating
activities 1,505,176 (484,489) 34,512 (720,761)
------------ ------------ ------------ ------------

Cash flows from investing activities
Cash acquired from acquisitions 82,858 -- -- --
Purchase of property and equipment (1,951,754) (5,437,334) (4,858,809) (254,962)
Goodwill from acquisitions (187,449) -- -- --
Proceeds on sale of assets -- 36,800 36,800 --
------------ ------------ ------------ ------------
Net cash (used in) investing activities
(2,056,345) (5,400,534) (4,822,009) (254,962)
------------ ------------ ------------ ------------

Cash flows from financing activities
Net activity on lines-of-credit 109,922 (48,737) (165,148) 341,826
Proceeds from borrowings 1,343,453 6,078,297 4,974,021 841,337
Principal payments on long-term debt (77,127) (163,791) (82,453) (84,137)
Due to related parties (799,822) -- -- --
Repurchase of stock (36,945) (29,000) -- (44,500)
Sale of stock -- 63,000 -- --
Advances (repayment) to shareholders 90,000 (5,000) 55,000 (35,000)
------------ ------------ ------------ ------------
Net cash provided by financing activities
629,481 5,894,769 4,781,420 1,019,526
------------ ------------ ------------ ------------

Net increase (decrease) in cash 78,312 9,746 (6,077) 43,803

Cash, beginning of year -- 78,312 78,312 88,058
------------ ------------ ------------ ------------

Cash, end of year $ 78,312 $ 88,058 $ 72,235 $ 131,861
============ ============ ============ ============
</TABLE>

Continued on next page.

See notes to consolidated financial statements.

F-6
<PAGE> 53

LET'S PLAY SPORTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Supplemental disclosure of cash flow information:

Interest paid on borrowings for the years ended March 31, 1999 and 2000
was $363,647 and $827,100, respectively. For the six months ended
September 30, 1999 and 2000, interest paid was $312,369 and $689,867,
respectively.

The Company paid no income taxes during the periods presented.

Non-cash investing and financing activity:

The Company acquired 12 facilities during the year ended March 31, 1999
and 4 facilities during the six months ended September 30, 1999 in
various non-cash transactions (Note 2). In association with the
acquisition of the 12 facilities, the five common shareholders
converted the net balance due from the 12 facilities totaling $940,488
and paid on behalf of the Company accounts payable totaling $84,829 for
205,064 shares of common stock of the Company. As a result of the
acquisition of the 4 facilities, $818,875 of advances made to these
entities prior to their acquisition was eliminated.

In September 1999, the Company issued 26,000 shares of common stock in
satisfaction of $130,000 of debt.

See notes to consolidated financial statements.

F-7
<PAGE> 54

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Let's Play Sports, Inc. ("Let's Play Sports") was organized in March 1998 to
operate indoor sports facilities within the Western United States. There are
sixteen operational facilities at September 30, 2000.

Principals of Consolidation

The consolidated financial statements include the accounts of Let's Play Sports
and its wholly owned subsidiaries, One Line, Inc. d/b/a Tucson Indoor Soccer,
Second Line, Inc. d/b/a Denver Sports Center, Three Line Inc. d/b/a El Cajon
Indoor Soccer Center, Four Line, Inc. d/b/a Salt Lake Indoor Soccer, Five Line,
Inc. d/b/a Utah Indoor Soccer, Eight Line, Inc. d/b/a Colorado Springs Sports
Center, Nine Line, Inc. d/b/a Arapahoe Sports Center, Ten Line, Inc. d/b/a
Southwest Indoor Soccer Center, GRC, Inc. d/b/a San Diego Indoor Soccer,
Thirteen Line, Inc. d/b/a Rocky Mountain Sports Center, Fifteen-Line, Inc. d/b/a
Ogden Indoor Soccer, Sixteen Line, Inc. d/b/a Boise Indoor Soccer, Seventeen
Line, Inc. d/b/a The Sports Zone, Nineteen Line, Inc. d/b/a Phoenix Indoor
Soccer, Twenty Line, Inc. d/b/a S'port Port, Twenty-Two Line, Inc. d/b/a Austin
Indoor Soccer, Twenty-Three Line, Inc. d/b/a San Antonio Soccer Center,
Twenty-Five Line, Inc. d/b/a Northwest Indoor Soccer Center and Twenty-Eight
Line, Inc. d/b/a Indoor Soccer Arenas (collectively with Let's Play Sports, Inc.
the "Company"). Operations for the subsidiaries are included from the date of
acquisition. All significant inter-company transactions and accounts have been
eliminated through consolidation.

Interim Financial Statements (Unaudited)

In the opinion of management, all necessary adjustments, consisting only of
normal recurring adjustments, have been made to (a) the results of consolidated
operations for the six month periods ended September 30, 1999 and 2000, (b) the
consolidated financial position at September 30, 2000, (c) the consolidated
statements of cash flows for the six month periods ended September 30, 1999 and
2000 and (d) the consolidated changes in stockholders' equity for the six month
period ended September 30, 2000, in order to make these financial statements not
misleading.

The results for the six-month period ended September 30, 2000 are not
necessarily indicative of the results for the entire fiscal year ending March
31, 2001.

Other Assets

Other assets primarily consist of debt issuance costs associated with obtaining
financing through securing bank notes payable. Such costs are capitalized and
amortized using the interest method over the term of the respective notes.

F-8
<PAGE> 55

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the
straight-line method based on estimated useful lives, which range from 5 to 31
years.

Goodwill

Goodwill is capitalized and amortized over a life of 25 years utilizing the
straight-line method.

Revenue Recognition - League Fees

Each team desiring to join a league operated by a facility is required to pay a
registration fee prior to the third game of the season. The fees are recognized
as revenue equally over the number of games played during a particular season.
Fees received but not earned have been reflected as deferred revenue in the
accompanying financial statements.

Advertising Costs

Let's Play Sports expenses advertising and promotional expenses as incurred.
Advertising expenses for the years ended March 31, 1999 and 2000 were $24,091
and $29,508, respectively, and for the six months ended September 30, 1999 and
2000, were $15,674 (unaudited) and $19,212 (unaudited), respectively.

Income Taxes

Deferred income taxes result from temporary differences. Temporary differences
are differences between the tax basis of assets and liabilities and their
reported amounts in the financial statements that will result in taxable or
deductible amounts in future years. Let's Play Sports' temporary differences
result primarily from depreciation of fixed assets. The measurement of deferred
tax assets is reduced, if necessary, by the amount of any tax benefits that,
based on available evidence, are not expected to be realized.

Valuation of Long-Lived Assets

Let's Play Sports assesses valuation of long-lived assets in accordance with
Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.
Let's Play Sports periodically evaluates the carrying value of long-lived assets
to be held and used, including goodwill and other intangible assets, when events
and circumstances warrant such a review. The carrying value of a long-lived
asset is considered impaired when the anticipated undiscounted cash flow from
such asset is separately

F-9
<PAGE> 56

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Valuation of Long-Lived Assets (continued)

identifiable and is less than its carrying value. In that event, a loss is
recognized based on the amount by which the carrying value exceeds the fair
market value of the long-lived asset. Fair market value is determined using the
anticipated cash flows discounted at a rate commensurate with the risk involved
as well as the fair market value of the underlying property.

Stock Split

In December 2000, the Company declared a 2 for 1 stock split. All share and per
share amounts have been reflected in the financial statements.

Net Income (Loss) Per Share

In accordance with the provisions of SFAS No. 128, "Earnings Per Share", basic
earnings per share is computed by dividing net income (loss) by the number of
weighted average common shares outstanding during the year. Diluted earnings per
share is computed by dividing net income (loss) by the number of weighted
average common shares outstanding during the year, including common shares
equivalents. For the years ended March 31, 2000 and 1999 and the six months
ended September 30, 2000 and 1999 there were no potential common share
equivalents.

Use of Estimates

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

Fair Value of Financial Instruments

The carrying amounts of financial instruments including cash, receivables,
accounts payable and accrued expenses approximate their fair values as of March
31, 2000 and September 30, 2000 due to the relatively short maturity of these
instruments. The carrying amounts of notes payable and debt outstanding also
approximates their fair values as of March 31, 2000 and September 30, 2000 due
to the interest rates on these instruments approximating the interest rates on
debt with similar terms available to Let's Play Sports.

F-10
<PAGE> 57

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Pronouncements

In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin ("SAB") 101, which will become effective for financial
statements with periods ending after December 15, 2000, which provides guidance
on applying generally accepted accounting principles to selected revenue
recognition issues. Management believes that the Company's revenue recognition
policies are in accordance with SAB 101.

NOTE 2 - ACQUISITIONS

The Company issued 1,196,996 shares for all of the outstanding stock of the
following 12 entities Second Line, Inc. d/b/a Denver Sports Center, Three Line
Inc. d/b/a El Cajon Indoor Soccer Center, Four Line, Inc. d/b/a Salt Lake Indoor
Soccer, Five Line, Inc. d/b/a Utah Indoor Soccer, Eight Line, Inc. d/b/a
Colorado Springs Sports Center, Ten Line, Inc. d/b/a Southwest Indoor Soccer
Center and GRC, Inc. d/b/a San Diego Indoor Soccer, Thirteen Line, Inc. d/b/a
Rocky Mountain Sports Center, Fifteen-Line, Inc. d/b/a Ogden Indoor Soccer,
Sixteen Line, Inc. d/b/a Boise Indoor Soccer, Twenty Line, Inc. d/b/a S'port
Port and Twenty Five-Line, Inc. d/b/a Northwest Indoor Soccer Center. There were
certain shareholders that had interests in all 12 of these entities. These
shareholders received 760,442 shares. The remaining 436,554 shares were issued
to shareholders who only had an interest in that specific entity. Those
shareholders are termed the "non-affiliated shareholders".

F-11
<PAGE> 58

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 2 - ACQUISITIONS (CONTINUED)

The Company recorded this initial transaction under the purchase method of
accounting. The results of operations are included from the effective date of
the transaction, April 1, 1998. The interest related to the affiliated
shareholders was valued at predecessor cost and the carrying amount of the
assets and liabilities were recorded at their historical amounts. The Company
adjusted the carrying amount of assets as it relates to shares issued to
non-affiliated parties. The Company's stock was valued at $5 per share. Its
value was determined by the Company's Board of Directors. Since this transaction
was "tax deferred" for income tax purposes, the Company recorded deferred income
taxes resulting from the valuation associated with the unaffiliated
shareholders.

In determining the value, the Board of Directors considered the following items
as appropriate to each facility:

1. Appraised value of owned and operational facilities based upon
appraisal certification to mortgage lender less the mortgage
balance,

2. Five times operating income after interest expense and before
depreciation and taxes,

3. Projected forecast of operating results, and

4. Equity of owned but not yet operational property (full value
given to property as it was planned to be developed)

These resulting values were the basis of issuing common stock at $5 per share.

The following is a summary of the adjustment made to the historical carrying
amounts of assets acquired in this business combination:

<TABLE>
<S> <C>
Minority interest shares 436,554
Price per share x $ 5
--------------

Total minority interest valuation $ 2,182,770
==============

Value of stock exchange $ 2,182,770
Deferred tax effect 442,279
--------------

Total consideration $ 2,625,049
==============

Allocated to:
Value of property and equipment $ 2,258,829
Goodwill 366,220
--------------

$ 2,625,049
==============
</TABLE>

F-12
<PAGE> 59

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 2 - ACQUISITIONS (CONTINUED)

The Company brought forward an accumulated deficit, which represented the
deficit associated with the interest owned by the affiliated shareholders in the
12 entities.

In June 1999, Let's Play Sports purchased 100% of the issued and outstanding
shares of Twenty-Eight Line, Inc. d/b/a Indoor Soccer Arenas from a
nonaffiliated party. The transaction was accounted for under the purchase method
of accounting. The results of operations have been included from the effective
date of the transaction. The purchase price of $1,274,040 is allocated as
follows:

<TABLE>
<S> <C>
Assets acquired
Property and equipment $ 2,170,000

Liabilities assumed
Long-term debt 1,330,934
-----------------

Net assets acquired 839,066
Purchase price paid in Let's Play Sports stock 1,274,040
-----------------

Value attributable to goodwill $ 434,974
=================
</TABLE>

During September 1999, the Company acquired the interest associated with One
Line, Inc. d/b/a Tucson Indoor Soccer for 28,500 shares of common stock. The
transaction was recorded at the predecessor entity's historical cost, as there
was 100% common ownership between One Line, Inc. and Let's Play Sports. Also in
September 1999, the Company acquired the interest associated with Seventeen
Line, Inc. d/b/a The Sports Zone, and Twenty-Two Line, Inc. d/b/a Austin Indoor
Soccer for 61,500 shares of common stock. The transaction was accounted for
under the purchase method of accounting. The results of operations have been
included from the effective date of the transaction. The cumulative purchase
price of $307,514 is allocated to net assets as follows:

<TABLE>
<S> <C>
Assets acquired
Property and equipment $ 438,000

Liabilities assumed
Long-term debt 130,486
-----------------

Purchase price paid in Let's Play Sports stock $ 307,514
=================
</TABLE>

F-13
<PAGE> 60

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 2 - ACQUISITIONS (CONTINUED)

The following unaudited pro forma data summarizes the results of operations for
the years indicated as if the acquisitions had been completed as of the
beginning of the periods presented. The proforma data gives effect to actual
operating results prior to the acquisition. These pro forma amounts do not
purport to be indicative of the results that would have actually been obtained
if the acquisitions occurred as of the beginning of the periods presented or
that may be obtained in the future.

<TABLE>
<CAPTION>
For the Years Ended
March 31,
----------------------------
1999 2000
------------ ------------
<S> <C> <C>
Revenues $ 3,247,358 $ 3,823,763
============ ============

Net (loss) $ (182,827) $ (560,845)
============ ============

Basic and diluted (loss) per share $ (0.13) $ (0.35)
============ ============
</TABLE>

NOTE 3 - LINES-OF-CREDIT

Lines-of-credit consist of the following:

<TABLE>
<CAPTION>
March 31, September 30,
2000 2000
---------------- -------------
(Unaudited)
<S> <C> <C>
$25,000 line-of-credit with a bank, interest at approximately 17%, based
upon the average daily balance outstanding. The line renews annually and is
unsecured.
$ 24,915 $ 23,730

$42,000 line-of-credit with a bank, interest at prime plus 4% (totaling 13% at
March 31, 2000) and is guaranteed by two shareholders of Let's Play Sports. The
line renews annually.
41,533 37,453

$17,250 line-of-credit with a bank, interest at approximately 12% based upon the
average daily balance outstanding. The line renews annually and is unsecured.
17,250 17,250
</TABLE>

F-14
<PAGE> 61

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 3 - LINES-OF-CREDIT (CONTINUED)

<TABLE>
<CAPTION>
March 31, September 30,
2000 2000
---------------- -------------
(Unaudited)
<S> <C> <C>
$35,000 line-of-credit with a bank, interest at prime plus 5% (totaling 14.0% at
March 31, 2000) and is guaranteed by two shareholders of Let's Play Sports. The
line renews annually.
32,713 29,804

$350,000 revolving line-of-credit with a bank, interest at prime plus 1.0%
(totaling 10.0% at March 31, 2000) and interest only payments are due monthly.
The line is guaranteed by an entity controlled by a stockholder and matures
August, 2001.
-- 350,000
---------------- -------------

$ 116,411 $ 458,237
================ =============
</TABLE>

NOTE 4 - LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
March 31, September 30,
2000 2000
---------------- -------------
(Unaudited)
<S> <C> <C>
Second Line, Inc. d/b/a Denver Sports Center
Note payable to a bank, due in monthly installments of $8,277. Interest is
calculated at 1.75% over the published prime rate (totaling 10.75% at March
31, 2000). Unpaid principal and interest are due September 2002.
Collateralized by deed of trust on land and building with a net carrying
amount of $325,556 and personal guarantee of a shareholder.

$ 897,405 $ 895,906

Four Line, Inc. d/b/a Salt Lake Indoor Soccer
Note payable to bank, due in monthly installments of $4,397. Interest is
calculated at 4.00% over the 1 year Treasury bill rate (totaling 8.5% at
March 31, 2000). Unpaid principal and interest are due December 2013.
Collateralized by deed of trust on land and building with a net carrying
amount of $637,269 and personal guarantee of a shareholder.

426,937 420,081
</TABLE>

F-15
<PAGE> 62

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 4 - LONG-TERM DEBT (CONTINUED)

<TABLE>
<CAPTION>
March 31, September 30,
2000 2000
---------------- -------------
(Unaudited)
<S> <C> <C>
Five Line, Inc. d/b/a Utah Indoor Soccer
Note payable to bank, due in monthly installments of $5,767. Interest is
calculated at 2.00% over the published prime rate (totaling 11.5% at March
31, 2000). Unpaid principal and interest are due April 2003. Collateralized
by deed of trust on land and building with a net carrying amount of $721,063
and personal guarantee of a shareholder.

487,844 483,296

Eight Line, Inc. d/b/a Colorado Springs Sports Center
Note payable to a bank, due in monthly installments of $5,689. Interest is
calculated at 1.75% over the published prime rate (totaling 10.75% at March
31, 2000). Unpaid principal and interest are due November 2002.
Collateralized by deed of trust on land and buildings with a net carrying
amount of $622,034 and personal guarantee of a shareholder.

550,087 544,944

Nine Line, Inc. d/b/a Arapahoe Sports Center
Note payable to bank, due in monthly payments of $13,347. Interest is
calculated at 1.25% over the published prime rate (totaling 10.25% at March
31, 2000). Unpaid principal and interest are due June 2006. Collateralized
by a deed of trust on land and building with a net carrying amount of
$1,493,169.
1,300,000 1,295,702

Note payable to a bank with 8.03% interest only payments due until the
maturity April, 2001, when unpaid principal and interest are due in full.
The note is guaranteed by a $200,000 certificate of deposit owned by a
shareholder.
-- 200,000

Ten Line, Inc. d/b/a Southwest Indoor Soccer Center
Note payable to bank, due in monthly installments of $8,486. Interest is
calculated at 8.8%. Unpaid principal and interest are due July 2014.
Collateralized by deed of trust on land and building with a net carrying
amount of $761,777 and personal guarantee of a shareholder.
822,416 810,449
</TABLE>

F-16
<PAGE> 63

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 4 - LONG-TERM DEBT (CONTINUED)

<TABLE>
<CAPTION>
March 31, September 30,
2000 2000
---------------- -------------
(Unaudited)
<S> <C> <C>
GRC, Inc. d/b/a Folson Racquet Club/San Diego Indoor Soccer
Note payable due an individual, interest accruing at 10%, monthly installment
payments ranging from $1,333 to $4,414, without collateral.
99,163 89,163

Thirteen Line, Inc. d/b/a Rocky Mountain Sports Center
Note payable to bank, due in monthly installments of $9,471. Interest is
calculated at 1.75% over the published prime rate (totaling 10.75% at March
31, 2000). Unpaid principal and interest are due July 2004. Collateralized
by deed of trust on land and building with a net carrying amount of
$1,104,454 and personal guarantee of a shareholder.

996,321 994,720

Fifteen-Line, Inc. d/b/a Ogden Indoor Soccer
Note payable to a bank, due in monthly installments of $2,319. Interest is
calculated at 2% over the published prime rate (totaling 11% at March 31,
2000). Unpaid principal and interest are due January 2018. Collateralized by
first deed of trust on land and building with a net carrying amount of
$631,361.
222,319 220,718

Note payable to a bank, due in monthly installments of $3,723 commencing
after 5 monthly payments of interest only. Interest is calculated at 2% over
the published prime rate (totaling 11% at March 31, 2000). Unpaid principal
and interest are due November 2017. Collateralized by a second deed of trust
on land and buildings, with a net carrying amount of $631,361, a 75%
guarantee by the U.S. Small Business Administration, and personal guarantee
of a shareholder.
355,685 354,027
</TABLE>

F-17
<PAGE> 64

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 4 - LONG-TERM DEBT (CONTINUED)

<TABLE>
<CAPTION>
March 31, September 30,
2000 2000
---------------- -------------
(Unaudited)
<S> <C> <C>
Sixteen Line, Inc. d/b/a Boise Indoor Soccer
Note payable to bank, due in monthly installments of $7,270. Interest is
calculated at the published prime rate plus 1.5% (totaling 10.5% at March
31, 2000). Unpaid principal and interest are due in February of 2020.
Collateralized by a first deed of trust on land and building with a net
carrying amount of $1,045,326 and personal guarantee of a shareholder.

798,649 794,392

Seventeen Line, Inc. d/b/a Wichita Sports Zone
Note payable to bank, due in monthly installments of $8,187. Interest is
calculated at 2.00% over the published prime rate (totaling 11.0% at March
31, 2000). The first 4 monthly installments include interest only at 10.5%.
Unpaid principal and interest are due July 2018. Collateralized by a first
deed of trust on land and building with a net carrying amount of $985,778
and a personal guarantee of a shareholder.

801,033 798,739

Nineteen Line, Inc. d/b/a Phoenix Indoor Soccer
Note payable to a bank, interest only payments are due monthly calculated at
1.0% over the published prime rate (totaling 10.0% at March 31, 2000).
Unpaid principal and interest are due April 2001. The note is guaranteed by
an entity under common ownership.
75,000 75,000

Twenty Line, Inc. d/b/a S'port Port
Note payable to bank, interest only payments are due monthly calculated at
1.0% over the published prime rate (totaling 10.0% at March 31, 2000).
Unpaid principal and interest are due in June 2003. Collateralized by a
first deed of trust on land and building with a net carrying amount of
$984,113 and a guarantee by an entity under common ownership.
500,000 497,885
</TABLE>

F-18
<PAGE> 65

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 4 - LONG-TERM DEBT (CONTINUED)

<TABLE>
<CAPTION>
March 31, September 30,
2000 2000
---------------- -------------
(Unaudited)
<S> <C> <C>
Twenty-Two Line, Inc. d/b/a Austin Indoor Soccer
Note payable to bank, due in monthly installments of $8,371. Interest is
calculated at 8.5%. Unpaid principal and interest are due August 2014.
Collateralized by a first deed of trust on land and building with a net
carrying amount of $974,138 and a personal guarantee of a shareholder.
825,703 815,193

Twenty-Five Line, Inc. d/b/a Northwest Indoor Soccer Center
Note payable to a bank, due in monthly installments of $8,852. Interest is
calculated at 2% over the published prime rate (totaling 11.0% at March 31,
2000). Unpaid principal and interest are due in December 2022.
Collateralized by a first deed of trust on land and building with a net
carrying amount of $1,458,710, and a 75% guarantee by the U.S. Small
Business Administration.
912,526 911,314

Twenty-Eight Line, Inc. d/b/a Indoor Soccer Arenas
Note payable to a finance company due in monthly installments of $7,539.
Interest is calculated at 2% over the published prime rate (totaling 11% at
March 31, 2000). Unpaid principal and interest are due May 2024.
Collateralized by all assets of Twenty-Eight Line, Inc., assignment of an
$846,000 life insurance policy on a shareholder, a personal guarantee of a
shareholder, and a 75% guarantee by the U.S. Small Business Administration.
844,266 842,644

Note payable to a partnership, due in monthly installments of $6,000 from
April 1 through November 1 and $8,500 from December 1 through March 1 of
each year. Interest is calculated at 8.0%. Unpaid principal and interest is
due in April 2006. Collateralized by a first deed of trust on land and
building with a net carrying amount of $777,016.
470,432 467,978
</TABLE>

F-19
<PAGE> 66

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 4 - LONG-TERM DEBT (CONTINUED)

<TABLE>
<CAPTION>
March 31, September 30,
2000 2000
---------------- -------------
(Unaudited)
<S> <C> <C>
Let's Play Sports
Note payable to a finance company, due in monthly installments of interest
only calculated at 13.5%. The balance was paid in full subsequent to
September 2000. 215,000 203,090

Note payable to a partnership, due in monthly installments of $2,900.
Interest is calculated at 8%. Unpaid principal and interest are due
September 2004. Collateralized by a second deed of trust on land with a net
carrying amount of $390,000.
130,000 130,000

Note payable to a shareholder, due on demand. Interest is calculated at 10%
and is added to the outstanding balance monthly. The note is unsecured.
63,221 57,724

Note payable to a bank, due in monthly installments of interest only until
October 15, 2000 when a monthly principal payment of $29,167 is due in
addition to accrued interest until April 15, 2001 when the monthly
principal portion of the payment is reduced to $14,583 until the note is
paid in full on March 15, 2002. Interest is calculated at 1.0% over the
published prime rate (totaling 10.0% at March 31, 2000). The note is
guaranteed by an entity controlled by a shareholder.

350,000 350,000

Note payable to a bank. Annual payments of accrued interest are due beginning
May 2000 with interest calculated at 1.0% over the published prime rate
(totaling 10.5% at September 30, 2000). Unpaid principal and interest are
due April 2001. The note is guaranteed by an entity controlled by a
shareholder and is collateralized by all assets of the Let's Play Sports.
-- 263,000

Note payable to a shareholder, due on demand. There is no stated interest
rate and the note is unsecured. -- 375,000
---------------- -------------

$ 12,144,007 $ 12,890,965
================ =============
</TABLE>

F-20
<PAGE> 67

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 4 - LONG-TERM DEBT (CONTINUED)

Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
Years Ending March 31,
----------------------
<S> <C>
2001 (6 months remaining) $ 1,199,306
2002 1,038,979
2003 2,205,744
2004 850,088
2005 363,362
Thereafter 7,233,486
----------------

$ 12,890,965
================
</TABLE>

NOTE 5 - RELATED PARTY TRANSACTIONS

In addition to transactions discussed in Notes 2 and 4, the following related
party transactions have occurred.

The corporate offices of Let's Play Sports are located at the corporate offices
of a corporation owned by a shareholder. No rent has ever been charged, but
there can be no assurance that rent will not be charged in the future. The value
of the rent received is immaterial to the financial statements as a whole.

Various shareholders of the Company have advanced funds to the Company. As of
March 31, 2000 and September 30, 2000 these amounts were $85,000 and $50,000
(unaudited), respectively.

Interest expense to related parties for the years ended March 31, 1999 and 2000
was $0 and $3,655, respectively, and $1,512 (unaudited) and $3,024 (unaudited)
for the six months ended September 30, 1999 and 2000, respectively.

NOTE 6 - INCOME TAXES

The Company files a consolidated tax return that includes the operations of its
subsidiaries.

F-21
<PAGE> 68

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 6 - INCOME TAXES (CONTINUED)

Income tax expense (benefit) consists of:

<TABLE>
<CAPTION>
For the Years Ended For the Six Months Ended
March 31, September 30,
------------------------ ------------------------
1999 2000 1999 2000
---------- ---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C> <C>
Current
U.S. Federal $ 123,653 $ -- $ -- $ --
State and local 36,369 -- -- --
---------- ---------- ---------- ----------
160,022 -- -- --
---------- ---------- ---------- ----------
Deferred
U.S. Federal (107,171) (137,038) (102,037) (92,978)
State and local (31,521) (40,305) (30,010) (72,733)
---------- ---------- ---------- ----------
(138,692) (177,343) (132,047) (165,711)
---------- ---------- ---------- ----------

$ 21,330 $ (177,343) $ (132,047) $ (165,711)
========== ========== ========== ==========
</TABLE>

Rate Reconciliation

The reconciliation of income tax expense (benefit) by applying the Federal
statutory tax rates to the Company's effective income tax rate is as follows:

<TABLE>
<CAPTION>
March 31, September 30,
--------------------- ---------------------
1999 2000 1999 2000
-------- -------- -------- --------
(Unaudited)
<S> <C> <C> <C> <C>
Federal statutory rate 34.0% (34.0)% (34.0)% (34.0)%
State income taxes, net of federal income tax
benefit 3.3% (3.3)% (3.3) (3.3)
Change in effective tax rate (10.3)% 15.3% 15.3% 15.3%
-------- -------- -------- --------

27.0% (22.0)% (22.0)% (22.0)%
======== ======== ======== ========
</TABLE>

The Company provides for taxes and tax benefits at a rate of 22% as this is the
rate the companies have paid taxes and the rate at which management believes
they will recognize the benefits.

F-22
<PAGE> 69

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 6 - INCOME TAXES (CONTINUED)

Rate Reconciliation (continued)

The net current deferred tax asset and the net long-term deferred tax asset
(liability) in the accompanying consolidated balance sheets consists of the
following:

<TABLE>
<CAPTION>
March 31, September 30,
2000 2000
------------- -------------
(Unaudited)
<S> <C> <C>
Current deferred taxes
Current deferred tax asset $ -- $ --
Current deferred tax liability -- --
------------- -------------
Net current deferred tax asset -- --
------------- -------------

Long-term deferred taxes
Long-term deferred tax asset 163,412 329,123
Long-term deferred tax liability (371,776) (371,776)
------------- -------------

Net long-term deferred tax asset (liability) $ (208,364) $ (42,653)
============= =============
</TABLE>

The principal temporary differences that result in the above deferred tax assets
and liabilities are differences in the methods for calculating depreciation,
amortization and certain expenses accrued for financial reporting purposes not
deductible for tax purposes until paid. The Company has available net operating
loss carryforwards of approximately $500,000 which expire in 2020.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

In November 1999, the Company entered into an agreement with a former officer,
director and stockholder. Pursuant to this agreement, the Company agreed to
repurchase up to 1,000 shares per month of common stock at a rate of $5.00 per
share, at the stockholder's option. This agreement terminates at the earlier of
such time as the Company has repurchased all of the shares of common stock held
by the stockholder or one year after the successful completion of a public
offering. As of September 30, 2000 the Company had repurchased 9,500 shares of
common stock with the stockholder still owning 38,874 shares of our common
stock.

Litigation

Let's Play Sports is at times subject to various legal proceedings and claims
that arise in the ordinary course of business. It is Let's Play Sports' policy
to vigorously defend litigation. However, Let's Play Sports may, in the future,
enter into settlements of claims where management deems appropriate.

F-23
<PAGE> 70

LET'S PLAY SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 2000 IS UNAUDITED)

NOTE 8 - SUBSEQUENT EVENTS

In October 2000, Let's Play Sports borrowed $1,000,000 and signed a note payable
to certain shareholders of the Company. Monthly payments of interest only are
due, calculated at 1.0% over the prime rate, until the maturity date of October
2001 when the remaining principal and interest are due in full.

In December 2000, the Company adopted its 2000 Incentive and Nonstatutory Stock
Option Plan (the Plan). The total number of shares of the Company's common stock
that may be issued to grantees and recipients under the plan is 1,500,000. The
plan allows issuance of both qualified (or incentive) options and non-qualified
options. Options may be granted to any person selected by the Board.

No grant may be made under the Plan after ten years, but awards granted prior to
that time may extend beyond it. The term of an incentive stock option will be
five years from the date of grant and the term of a nonqualified stock option
will be ten years from the date of grant. If granted to an employee who, at the
time of the grant of such incentive stock option, owns stock representing more
than 10% of the voting power of all classes of stock of the Company or any
parent or subsidiary, the per share exercise price shall be not less than 110%
of the fair market value per share on the date of grant. If granted to any other
employee, the per share exercise price shall be not less than 100% of the fair
market value per share on the date of grant.

Any option granted under the Plan shall be exercisable at such times and under
such conditions as determined by the Board. No options have been granted under
the Plan.

F-24
<PAGE> 71

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

We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must not
rely on any unauthorized information. This prospectus does not offer to sell or
buy any shares of common stock in any jurisdiction where it is unlawful. The
information in this prospectus is current only as of its date.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION PAGE
------- ----
<S> <C>
PROSPECTUS SUMMARY............................................ 2
RISK FACTORS.................................................. 5
ADDITIONAL INFORMATION........................................ 10
USE OF PROCEEDS............................................... 11
DIVIDEND POLICY............................................... 12
DILUTION...................................................... 13
CAPITALIZATION................................................ 14
SELECTED CONSOLIDATED FINANCIAL DATA.......................... 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................... 17
BUSINESS...................................................... 23
MANAGEMENT.................................................... 31
PRINCIPAL SHAREHOLDERS........................................ 35
DESCRIPTION OF SECURITIES..................................... 37
SHARES ELIGIBLE FOR FUTURE SALE............................... 39
UNDERWRITING.................................................. 41
LEGAL MATTERS................................................. 43
EXPERTS....................................................... 43
INDEX TO FINANCIAL STATEMENTS................................. F-1
</TABLE>

Until ______, 2001, all dealers that effect transactions in the common
stock, whether or not participating in this offering, may be required to deliver
a prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

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

LET'S PLAY SPORTS, INC.

600,000 SHARES OF COMMON STOCK

----------
PROSPECTUS
----------

SCHNEIDER SECURITIES, INC.

_____________, 2001

<PAGE> 72

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 7-109-102 of the Colorado Business Corporation Act permits a
Colorado corporation to indemnify any director against liability if such person
acted in good faith and, in the case of conduct in an official capacity with the
corporation, that the director's conduct was in the corporation's best interests
and, in all other cases, that the director's conduct was at least not opposed to
the best interests of the corporation or, with regard to criminal proceedings,
the director had no reasonable cause to believe the director's conduct was
unlawful.

Section 7-109-102 of the Colorado Business Corporation Act provides
that, unless limited by its articles of incorporation, a Colorado corporation
shall indemnify a person who was wholly successful, on the merits or otherwise,
in the defense of any proceeding to which the person was a party because the
person is or was a director, against reasonable expenses incurred by him or her
in connection with the proceeding.

Section 3 of Article IX of our articles of incorporation, filed as
Exhibit 3.1 hereto, provides that we shall indemnify, to the maximum extent
permitted by law in effect from time to time, any person who is or was a
director, officer, agent, fiduciary or employee of ours against any claim,
liability or expense arising against or incurred by such person made party to a
proceeding because such person is or was a director, officer, agent, fiduciary
or employee of ours or because such person is or was serving another entity as a
director, officer, partner, trustee, employee, fiduciary or agent at our
request. We further have the authority to the maximum extent permitted by law to
purchase and maintain insurance providing such indemnification.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable.

Article VI of our bylaws, filed as Exhibit 3.2 hereto, provides for the
indemnification of certain persons.

Section 8(b) of the form of underwriting agreement filed as Exhibit 1.1
hereto provides that the underwriter agrees to indemnify and hold harmless us,
each of our directors, each of our officers who have signed the registration
statement, each other person, if any, who controls us within the meaning of
Section 15 of the 1933 Act or Section 20(a) of the Securities Exchange Act of
1934 with respect to statements or omissions, if any, made in any preliminary
prospectus, the registration statement or the prospectus, or any amendment or
supplement thereto, or in any application, in reliance upon and in conformity
with written information furnished to us with respect to the underwriters, by or
on behalf of the underwriters expressly for inclusion in any such document.
Section 8(c) provides for contribution in circumstances where the indemnity
provisions are unavailable.

II-1
<PAGE> 73

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Expenses payable by us in connection with the issuance and distribution
of the securities being registered hereby are as follows:

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 1,219
NASD Filing Fee............................................. $ 962
Nasdaq SmallCap Market Filing Fee........................... $ 7,411
Accounting Fees and Expenses................................ $ 80,000*
Legal Fees and Expenses..................................... $100,000*
Blue Sky Fees and Expenses.................................. $ 20,000*
Representative's Non-Accountable
Expense Allowance......................................... $108,000
Printing, Freight and Engraving............................. $ 50,000*
Transfer Agent Fee.......................................... $ 10,000*
Miscellaneous............................................... $ 6,408*
--------
Total.............................................. $384,000*
========
</TABLE>

*Estimated.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following is information as to all of our securities sold by us
within the past three years that were not registered under the Securities Act of
1933, as amended ("1933 Act"):

In April 1998, we issued 1,196,996 post split shares of our common
stock to the shareholders of Second Line, Inc., Three Line, Inc., Four Line,
Inc., Five Line, Inc., GRC Inc., Eight Line, Inc., Ten Line, Inc., Thirteen
Line, Inc., Fifteen-Line, Inc., Sixteen Line, Inc., Twenty Line, Inc. and
Twenty-Five Line, Inc. in exchange for substantially all of the issued and
outstanding shares of those companies. The issuance of the securities was made
in reliance upon the exemption from registration provided by Section 4(2) of the
1933 Act. The purchasers had access to full information concerning us and
represented that they purchased the securities for their own account and not for
the purpose of distribution. The certificate for the securities contain a
restrictive legend advising that the securities may not be offered for sale,
sold or otherwise transferred without having first been registered under the
1933 Act or pursuant to an exemption from registration under the 1933 Act. No
underwriters were involved in the transaction.

In July 1998, we issued 205,064 post split shares of our common stock
to Sports Marketing Group, Inc., a company owned by certain of our officers and
directors, for the cancellation of $1,025,317 of debt. The issuance of the
securities was made in reliance upon the exemption from registration provided by
Section 4(2) of the 1933 Act. The purchasers had access to full information
concerning us and represented that they purchased the securities for their own
account and not for the purpose of distribution. The certificates for the
securities contain a restrictive legend advising that the securities may not be
offered for sale, sold or otherwise transferred without having first been
registered under the 1933 Act or pursuant to an exemption from registration
under the 1933 Act. No underwriters were involved in the transaction.

II-2
<PAGE> 74

In September 1999, we issued 90,000 post split shares of our common
stock to the shareholders of One Line, Inc., Seventeen Lines, Inc. and
Twenty-Two Line, Inc. in exchange for substantially all of the issued and
outstanding shares of those companies. The issuance of the securities was made
in reliance upon the exemption from registration provided by Section 4(2) of the
1933 Act. The purchasers had access to full information concerning us and
represented that they purchased the securities for their own account and not for
the purpose of distribution. The certificates for the securities contain a
restrictive legend advising that the securities may not be offered for sale,
sold or otherwise transferred without having first been registered under the
1933 Act or pursuant to an exemption from registration under the 1933 Act. No
underwriters were involved in the transaction.

In September 1999, we issued the amount of common stock listed below to
the following persons for the consideration designated:

<TABLE>
<CAPTION>
NAME CONSIDERATION NUMBER OF POST SPLIT SHARES
---- ------------- ---------------------------
<S> <C> <C>
Charles C. Crosse Services 1,500
Saeed Kadh $20,000 in satisfaction of debt 4,000
Floriana Watmore $10,000 in satisfaction of debt 2,000
Tim and Lori Mahoney $20,000 in satisfaction of debt 4,000
Denise Fenniger $10,000 in satisfaction of debt 2,000
Don Shapiro $25,000 in satisfaction of debt 5,000
Erich Geyer $20,000 in satisfaction of debt 4,000
Gary Archer $37,000 and services valued at $21,250 11,650
Mickey and Jenny Walsh Services 6,200
Jenny Benedict $6,000 1,200
Tina Hosack Services 2,500
Leigh Taylor Services 2,500
Lu Sandridge $20,000 4,000
Hamilton D. Little $25,000 in satisfaction of debt 5,000
Jonathon D. Wardle Services 2,108
Lilian Marzetti Services 1,312
</TABLE>

II-3
<PAGE> 75

The issuance of the securities was made in reliance upon the exemption
from registration provided by Section 4(2) of the 1933 Act. The purchasers had
access to full information concerning us and represented that they purchased the
securities for their own account and not for the purpose of distribution. The
certificate for the securities contains a restrictive legend advising that the
securities may not be offered for sale, sold or otherwise transferred without
having first been registered under the 1933 Act or pursuant to an exemption from
registration under the 1933 Act. No underwriters were involved in the
transactions.

In June 1999, we issued 254,808 post split shares of our common stock
to the shareholders of Twenty-Eight Line, Inc. in exchange for all of the issued
and outstanding shares of that company. The purchasers had access to full
information concerning us and represented that they purchased the securities for
their own account and not for the purpose of distribution. The certificates for
the securities contain a restrictive legend advising that the securities may not
be offered for sale, sold or otherwise transferred without having first been
registered under the 1933 Act or pursuant to an exemption from registration
under the 1933 Act. No underwriters were involved in the transactions.

In December 2000, we issued 6,353 post split shares of our common stock
to Klaus Wimmer in exchange for $38,120. The purchaser had access to full
information concerning us and represented that he purchased the securities for
his own account and not for the purpose of distribution. The certificate for the
securities contains a restrictive legend advising that the securities may not be
offered for sale, sold or otherwise transferred without having first been
registered under the 1933 Act or pursuant to an exemption from registration
under the 1933 Act. No underwriters were involved in the transaction.

ITEM 27. EXHIBITS.

The following is a list of all exhibits filed as part of this
Registration Statement:

EXHIBIT NO. DESCRIPTION AND METHOD OF FILING

1.1 Form of underwriting agreement.

1.2 Form of selected dealers agreement.

3.1 Articles of incorporation.*

3.2 Amendment to articles of incorporation dated December 4, 2000.

3.3 Bylaws.*

4.1 Form of lock-up agreement.*

4.2 Form of representative's warrant for the purchase of shares of
common stock.

5.1 Opinion of Dorsey & Whitney, LLP on legality.*

10.1 2000 Incentive and Non-Statutory Stock Option Plan.

10.2 Agreement between the registrant and Charles C. Crosse dated
October 22, 1999.

II-4
<PAGE> 76

EXHIBIT NO. DESCRIPTION AND METHOD OF FILING

21 Subsidiaries of the registrant.*

23.1 Consent of Ehrhardt Keefe Steiner & Hottman PC.

23.4 Consent of Dorsey & Whitney, LLP (included in Exhibit 5.1).*

27 Financial Data Schedule.

* To be filed by amendment.

ITEM 28. UNDERTAKINGS.

The undersigned will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) include any prospectus required by section 10(a)(3) of the
1933 Act.

(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and

(iii) include any additional or changed material information
on the plan of distribution.

(2) For determining liability under the 1933 Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

The undersigned will provide to the underwriter at the closing
specified in the underwriting agreement, certificates in such denominations and
registered in such names as required by the underwriter to permit prompt
delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the undersigned pursuant to the foregoing provisions, or otherwise, the
undersigned has been advised that in the opinion of the Securities and Exchange
SEC such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the undersigned of expenses
incurred or paid by a director, officer or controlling person of the undersigned
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the undersigned will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

II-5
<PAGE> 77

The undersigned will:

(1) For determining any liability under the Securities Act of 1933,
treat the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the undersigned under Rule 424(b)(1), or (4) or 497(h) under
the Securities Act of 1933 as part of this registration statement as of the time
the SEC declared it effective.

(2) For determining any liability under the Securities Act of 1933,
treat each post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.

II-6
<PAGE> 78

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of San
Diego, State of California on December 13, 2000.

LET'S PLAY SPORTS, INC.

/s/ Thomas W. Higginson
-----------------------------------------
Thomas W. Higginson, Chief Executive
Officer and President

/s/ Ralf W. Wilhelms
-----------------------------------------
Ralf W. Wilhelms, Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ David A. Altomare
----------------------------------
David A. Altomare Director December 13, 2000

/s/ Thomas W. Higginson
----------------------------------
Thomas W. Higginson Director December 13, 2000

/s/ Gary M. Archer
----------------------------------
Gary M. Archer Director December 13, 2000

/s/ Carol E. Lutz
----------------------------------
Carol E. Lutz Director December 13, 2000

/s/ Linda L. Higginson
----------------------------------
Linda L. Higginson Director December 13, 2000

----------------------------------
Mark J. Lee Director

/s/ Gerald A. Lutz
----------------------------------
Gerald A. Lutz Director December 13, 2000

----------------------------------
Brian D. Quinn Director

----------------------------------
Steve F. Shoemaker Director
</TABLE>

<PAGE> 79

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1.1 Form of underwriting agreement.

1.2 Form of selected dealers agreement.

3.1 Articles of incorporation.*

3.2 Amendment to articles of incorporation dated December 4, 2000.

3.3 Bylaws.*

4.1 Form of lock-up agreement.*

4.2 Form of representative's warrant for the purchase of shares of
common stock.

5.1 Opinion of Dorsey & Whitney LLP on legality.*

10.1 2000 Incentive and Non-Statutory Stock Option Plan.

10.2 Agreement between the registrant and Charles C. Crosse dated
October 22, 1999.

21 Subsidiaries of the registrant.*

23.1 Consent of Ehrhardt Keefe Steiner & Hottman PC.

23.4 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).*

27 Financial Data Schedule.
</TABLE>

* To be filed by amendment.