UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 1999
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( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File number 0-25493
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ACCORD VENTURES INC.
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(Exact name of registrant as specified in charter)
Nevada 98-019-9141
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Suite 1 - 1224 Avenue Road
Toronto, Ontario, Canada M5N 2G6
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(Address of principal executive offices) (Zip Code)
1 - 416-703-5888
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Registrant's telephone number, including area code
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(Former name, address, and fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes [X] No [ ] and ( ) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Class Outstanding as of December 31, 1999
------------------------------ -----------------------------------
Common Stock, $0.001 per share 9,680,000
<PAGE>
INDEX
Page
PART 1. Number
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ITEM 1. Financial Statements (unaudited)............................... 3
Balance Sheet as at December 31, 1999.......................... 4
Statement of Operations
For the three months ended December 32, 1999, for
the three months ended December 31, 1998 and for
the period from September 15, 1998 (Date of
Incorporation) to December 31, 1999................ 5
Statement of Changes in Shareholders' Equity
For the period from September 15, 1998 (Date of
Incorporation) to December 31, 1999................. 6
Statement of Cash Flows
For the three months ended December 31, 1999, for the
three months ended September 30, 1998 and for the period
from September 15, 1998 (Date of Incorporation)
To December 31, 1999.................................. 7
Notes to the Financial Statements.............................. 8
ITEM 2. Plan of Operations............................................. 12
PART 11 Signatures..................................................... 13
2
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PART 1 - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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The accompanying balance sheet of Accord Ventures Inc. (a development stage
company) at December 31, 1999 and the statement of operations and statement of
cash flow for the three months ended December 31, 1999, for the three months
ended December 31, 1998 and for the period from September 15, 1998 (date of
incorporation) to December 31, 1999 and the statement of stockholders' equity
for the period from September 15, 1998 (date of incorporation) to December 31,
1999 have been prepared by the Company's management and they do not include all
information and notes to the financial statements necessary for a complete
presentation of the financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the quarter ended December 31, 1999, are not necessarily
indicative of the results that can be expected for the year ending June 30,
2000.
3
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ACCORD VENTURES INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1999
------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Bank $ 32 $ 7
OTHER ASSETS
Mineral lease - Note 3
$ 32 $ 7
======== ========
LIABILITIES
Accounts payable - related party $ 3,000 $ 3,000
Accounts payable and accrued liabilities 800 1586
-------- --------
3,800 4586
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STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value, 9,680,000 shares issued and outstanding 9,680 9,680
Capital in excess of par value 40,070 40,070
Deficit accumulated during the development stage (53,518) (54,329)
-------- --------
Total Stockholders' Equity (3,768) (4,579)
-------- --------
$ 32 $ 7
======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
4
<PAGE>
ACCORD VENTURES INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the three months ended December 31, 1999, for the three months ended
December 31, 1998 and for period from
September 15, 1998 (Date of Inception) to December 31, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE FROM INCEPTION
MONTHS ENDED MONTHS ENDED TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
SALES $ -- $ -- $ --
---------- ---------- ----------
GENERAL AND ADMINISTRATIVE EXPENSES:
Accounting and audit -- -- 7,550
Bank charges and interest 25 -- 244
Consulting 300 -- 2,639
Filing fees - Edgar system 204 -- 2,640
Geological report -- -- 1,655
Incorporation costs written-off -- -- 670
Mineral lease -- -- 25,000
Office expenses 282 -- 2,707
Promotion and entertainment -- -- 2,881
Transfer agent's fees -- -- 3,098
Travel -- -- 2,745
---------- ---------- ----------
NET LOSS $ 786 $ $ 54.329
========== ========== ==========
NET LOSS PER COMMON SHARE
Basic $ 0.0001 $ -- $ 0.005
========== ========== ==========
AVERAGE OUTSTANDING SHARES
Basic 9,680,000 3,945,833 9,329,659
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
5
<PAGE>
ACCORD VENTURES INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period from September 15, 1998 (Date of Inception)
to December 31, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
CAPITAL IN
COMMON STOCK EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
-------- -------- ------------ -------------
<S> <C> <C> <C> <C>
BALANCE SEPTEMBER 15, 1998 (date of inception) -- $ -- $ -- --
Issuance of common shares for cash at
$0.0015 - September 21, 1998 4,500,000 4,500 2,250 --
Issuance of common shares for cash at
$0.002 - September 22, 1998 5,000,000 5,000 5,000 --
Issuance of common shares for cash at
$0.10 - October 1, 1998 30,000 30 2,970 --
Issuance of common shares for cash at
$0.20 - October 15, 1998 150,000 150 29,850 --
Net operating loss for the period from
September 15, 1998 to September 30, 1999 -- -- -- (54,329)
--------- --------- --------- ---------
BALANCE DECEMBER 31, 1999 9,680,000 $ 9,680 $ 40,070 $ (54,329)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
6
<PAGE>
ACCORD VENTURES INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the three months ended December 31, 1999, for the three months ended
December 31, 1998 and for the period from
September 15, 1998 (Date of Inception) to December 31, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE FROM INCEPTION
MONTHS ENDED MONTHS ENDED TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (786) $(54,329)
Adjustments to reconcile net loss to net cash
Provided by operating activities:
Increase in accounts payable - related party -- -- 3,000
Increase in accounts payable (3,235) -- 1,586
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Net Cash from Operations (4,021) (49,743)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Mineral lease -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- 49,750
-------- --------
Net Increase in Cash (4,021) 25
Cash at Beginning of Period 32 -- --
-------- -------- --------
CASH AT END OF PERIOD $ 7 $ 7
======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
7
<PAGE>
ACCORD VENTURES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(Unaudited - Prepared by Management)
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
September 15, 1998 with authorized common shares of 200,000,000 shares at
$0.001 par value.
The Company was organized for the purpose of acquiring and developing
mineral properties.
The Company is in the development stage.
Since its inception the Company has completed three offerings of for a
total of 5,180,000 shares of its capital stock, exempt from the
registration requirements of the Securities Act of 1933 in accordance with
Regulation D promulgated thereunder.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On December 31, 1999, the Company had a net loss carry forward of $54,329.
The tax benefit from the loss carry forward has been fully offset by a
valuation reserve because the use of the future tax benefit is
undeterminable since the Company has no operations. The net operating loss
will expire in 2019.
Loss per Share
Loss per share amounts are computed based on the weighted average number of
shares actually outstanding using the treasury stock method in accordance
with FABS Statement No. 128.
8
<PAGE>
ACCORD VENTURES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a
maturity, at the time of purchase, of less than three months, to be cash
equivalents.
Amortization of Capitalized Mining Claim Costs
Costs of acquisition, exploration, carrying, and retaining unproven
properties are expensed as incurred. Costs incurred in proving and
developing a property ready for production are capitalized and amortized
over the life of the mineral deposit or over a shorter period if the
property is shown to have an impairment in value. Expenditures for mine
equipment are capitalized and depreciated over their useful lives.
Environmental Requirements
At the report date environmental requirements related to the mineral claims
acquired (note 3) are unknown and therefore an estimate of any future costs
cannot be made.
Financial Instruments
The carrying amounts of financial instruments, including cash, and accounts
payable, are considered by management to be their estimated fair values.
These values are not necessarily indicative of the amounts that the Company
could realize in a current market exchange.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of the assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the
estimates that were assumed in preparing these financial statements.
9
<PAGE>
ACCORD VENTURES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(Unaudited - Prepared by Management)
3. PURCHASE OF A MINERAL LEASE
The Company acquired a 16 unit metric lease for $25,000, located in Semple
Township in the Porcupine Mining District of Ontario, Canada.
The claims have not been proven to have a commercially minable ore reserve
and therefore all costs for exploration and retaining the properties have
been expensed.
The claims may be retained by the Company only upon a yearly payment, or an
equal amount of assessment work, of $6,400cn which is due starting
September 24, 2000. The payment for September 24, 1999 has been paid.
The Company is in the process of transferring the mining property to
certain shareholders in consideration of the cancellation of 4,500,000
shares of common stock.
4. RELATED PARTY TRANSACTIONS
Related parties acquired 47% of the common shares issued for cash.
A related party has loaned the Company $3,000. The amount does not carry a
due date or interest.
On November 30, 1999, the Company signed a letter of intent with CompSports
USA, Inc. ("CompSports") for the acquisition of all the outstanding shares
of CompSports in consideration of the issuance of 7,770,000 shares of
common stock of the Company pursuant to a tax-free reorganization (the
"Reorganization").
On December 20, 1999, a potential investor of CompSports loaned CompSports
$100,000 with an option to convert the loan to equity of the Company upon
the closing of the Reorganization. The conversion rate was to be based upon
a share price of $1.25, approximately a 25% discount to the average bid
price for the 10 days preceeding the loan.
On January 7, 2000, a potential investor of CompSports loaned CompSports
$30,000 with an option to convert the loan to equity of the Company upon
the closing of the Reorganization. The conversion rate was to be based upon
a share price of $1.25, approximately a 25% discount to the average bid
price for the 10 days preceeding the loan.
10
<PAGE>
On January 21, 2000, a potential investor of CompSports loaned CompSports
$30,000 with an option to convert the loan to equity of the Company upon
the closing of the Reorganization. The conversion rate was to be based upon
a share price of $1.25, approximately a 25% discount to the average bid
price for the 10 days preceeding the loan.
On February 4, 2000, a potential investor of CompSports loaned CompSports
$262,500 with an option to convert the loan to equity of the Company upon
the closing of the Reorganization. The conversion rate was to be based upon
a share price of $1.75, approximately a 25% discount to the average bid
price for the 10 days preceeding the loan.
The conversion of these loans will increase the outstanding shares of the
Company by an additional 278,000 shares beyond the 7,770,000 issuable to
the shareholders of CompSports in the Reorganization pursuant to the terms
of the letter of intent.
5. GOING CONCERN
The Company will need additional working capital to be successful in its
planned activity and therefore continuation of the Company as a going
concern is dependent upon obtaining additional working capital and the
management of the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding, and long term
financing, which will enable the Company to operate for the coming year.
11
<PAGE>
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ITEM 2. PLAN OF OPERATIONS
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Prior to November 1999, the Company's management planned to concentrate its
efforts on the Semple Township property in Timmins, Ontario during 1999. It was
the intention of management to investigate other mineral properties in the
future but no effort has been made to date to identify or to negotiate the terms
for acquiring additional mineral properties.
On November 30, 1999, the Company announced it had signed a letter of intent to
acquire CompSports USA, Inc., LaJolla, California, in consideration of the
issuance of 7,770,000 shares of common stock of the Company in a tax-free
reorganization (the "Reorganization"). Upon closing, Accord Ventures will have a
total of 12,950,000 shares outstanding. An additional 278,000 shares are
reserved for issuance upon conversion of $422,500 of convertible notes issued by
CompSports. This transaction was closed on February 9, 2000. The former
shareholders of CompSports own an aggregate of 60% of the common stock of the
Company. Effective February 9, 2000, Allen Wilson, David Zosiak, and Paul Berry
resigned as officers and directors of the Company and Troy B. Davis, Peter
Johnson, and Gene Klawetter of CompSports were elected as their replacements.
Mr. Davis was appointed CEO of the Company.
As a part of the transaction, the former officers and directors of the Company
agreed to cancel common stock held by them in the amount of 4,500,000 shares in
consideration of the transfer of all ownership rights to the Semple Township
property in Timmins, Ontario.
CompSports is the exclusive world-wide licensee of a break-through,
technology-based e-commerce platform that for home-based interactive games.
The Company will be introducing an online golf club that offers online PGA-type
tournaments to its members. Under this new format, golf enthusiasts from around
the world will participate in scheduled events that simulate live competitions
in every detail, including cash pay-outs and merchandise prizes.
The Company expects to launch a North American tournament as the first scheduled
event slated to commence in July/August 2000.
Liquidity and Capital Resources
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital either from advances from its officers and/or
directors, bank financing or by way of an issuance of its capital stock. Until
financing has been arranged it is the intention of the directors and officers of
the Company to pay for future
12
<PAGE>
expenses of the Company with the proceeds of short-term loans. The Company is
also planning an initial round of financing.
Results of Operations
The Company has had no significant operations during this reporting period.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ACCORD VENTURES INC.
(Registrant)
February 18, 2000 /s/ "Troy B. Davis"
- ----------------------------- -----------------------------------------
Troy B. Davis, Chief Executive Officer,
Principal Financial Officer, and Director
13
