SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K-A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
March 15, 2000
Date of Report
(Date of Earliest Event Reported)
ACCORD VENTURES, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-25493 98-0199141
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
2 Park Plaza, Suite 450
Irvine, CA 92614
(Address of Principal Executive Offices)
619-778-4705
Registrant's Telephone Number
1224 Avenue Road, Suite 1
Toronto, Ontario, Canada
(Former Address of Principal Executive Offices)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
There have been the following changes to this Item, which was contained in
the 8-K Current Report of the Company dated March 15, 2000.
(a) Financial Statements of Business Acquired.
Audited financial statements of Virtual World of Sports, Inc. for the
period from October 29, 1999 to December 31, 1999 and unaudited financial
statements for the period January 1, 2000 through March 31, 2000.
(b) Exhibits. (See attached Financial Statements.)
All other portions of the previously filed 8-K Current Report dated March
15, 2000 remain unchanged.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report.................................................. 1
Balance Sheets................................................................ 3
Statements of Operations...................................................... 4
Statements of Stockholders' Deficit........................................... 5
Statements of Cash Flows...................................................... 6
Notes to Financial Statements................................................. 7
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Virtual World of Sports, Inc.
We have audited the accompanying balance sheet of Virtual World of Sports, Inc.,
a development stage company (the "Company"), as of December 31, 1999, and the
related statements of operations, stockholders' deficit and cash flows for the
period October 29, 1999 (inception) through December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the 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 audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Virtual World of Sports, Inc.
at December 31, 1999, and the results of its operations and its cash flows for
the period October 29, 1999 (inception) through December 31, 1999, in conformity
with accounting principles generally accepted in the United States.
The accompanying balance sheet of Virtual World of Sports, Inc. as of March 31,
2000, and the related statements of operations, stockholders' deficit and cash
flows for the quarter then ended were not audited by us and, accordingly, we
express no opinion or other form of assurance on them.
As described in Note 1 to the financial statements, the Company completed a
reorganization with a publicly held entity in March 2000. Because the
transaction was a "reverse acquisition" and the Company is considered the
acquirer for accounting purposes, the Company is now required to comply with the
Securities Exchange Act of 1934. Among other things, this law requires the
timely filing of proxy statements, quarterly financial statements, and annual
audited financial statements.
<PAGE>
Virtual World of Sports, Inc.
Page Two
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has experienced a loss of
approximately $715,000 for the period October 29, 1999 (inception) through March
31, 2000. As discussed in Note 7 to the financial statements, a significant
amount of additional capital will be necessary to advance the development of the
Company's product to the point at which it may become commercially viable. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans regarding these matters are also described in
Note 7. The accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
June 27, 2000
Newport Beach, California
Squar, Milner, Reehl & Williamson LLP
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 1999 (AUDITED) AND MARCH 31, 2000 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 2000
--------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 80 $ 16,292
Stockholder advances -- 6,031
------------- -----------
80 22,323
Property and equipment, net -- 28,218
Deferred tax asset, net of valuation allowance -- --
------------- -----------
$ 80 $ 50,541
============= ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 3,446 $ 85,710
Royalty payable to related party 130,000 77,239
Note payable -- 200,000
------------- -----------
133,446 362,949
Commitments and Contingencies
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value; 100,000 and
20,000,000 shares authorized at December 31,
1999 and March 31, 2000, respectively;
165,700 and 13,255,800 shares issued and
outstanding at December 31, 1999 and March
31, 2000, respectively 166 13,256
Additional paid-in capital 99,914 389,324
Deficit accumulated during development stage (233,446) (714,988)
------------- -----------
(133,366) (312,408)
------------- -----------
$ 80 $ 50,541
============= ===========
</TABLE>
Page 3
The accompanying notes are an integral part of these financial statements.
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE PERIOD OCTOBER 29, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999
(AUDITED) AND THE QUARTER ENDED MARCH 31, 2000 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
OCTOBER 29, 1999
(INCEPTION)
THROUGH DECEMBER QUARTER ENDED
31, 1999 MARCH 31, 2000
------------------- -------------------
<S> <C> <C>
REVENUES $ -- $ --
OPERATING COSTS AND EXPENSES
Royalty expense to related party 230,000 350,000
Other 3,446 131,542
------------------- -------------------
233,446 481,542
------------------- -------------------
LOSS FROM OPERATIONS (233,446) (481,542)
INCOME TAXES
Income tax benefit 79,000 142,000
Less valuation allowance (79,000) (142,000)
------------------- -------------------
-- --
------------------- -------------------
NET LOSS $ (233,446) $ (481,542)
=================== ===================
LOSS PER SHARE - BASIC AND DILUTED $ (0.03) $ (0.04)
=================== ===================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 7,785,613 13,037,751
=================== ===================
</TABLE>
Page 4
The accompanying notes are an integral part of these financial statements.
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD OCTOBER 29, 1999 (INCEPTION)
THROUGH DECEMBER 31, 1999 (AUDITED) AND
THE QUARTER ENDED MARCH 31, 2000 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Deficit
Common Stock Additional Accumulated During Total
--------------------------------- Paid-In Development Stockholders'
Shares Amount Capital Stage Deficit
----------- ----------- ------------ -------------------- --------------
<S> <C> <C> <C> <C> <C>
BALANCE - OCTOBER 29, 1999 (INCEPTION) -- $ -- $ -- $ -- $ --
Common stock issued in formation for cash at par 77,700 78 2 -- 80
Common stock issued for cash at $1.25
per share, net of issuance costs of $10,000 88,000 88 99,912 -- 100,000
Net loss -- -- -- (233,446) (233,446)
----------- ----------- ----------- ---------- ---------
BALANCE - DECEMBER 31, 1999 165,700 166 99,914 (233,446) (133,366)
Common stock issued in connection with
reorganization 12,872,300 12,872 (12,872) -- --
Common stock issued for cash at $1.25
per share, net of issuance costs of $6,000 52,800 53 59,947 -- 60,000
Common stock issued for cash at $1.75
per share, net of issuance costs or $46,250 165,000 165 242,335 -- 242,500
Net loss -- -- -- (481,542) (481,542)
----------- ----------- ----------- ---------- ---------
BALANCE - MARCH 31, 2000 13,255,800 $ 13,256 $ 389,324 $ (714,988) $(312,408)
=========== =========== =========== ========== =========
</TABLE>
Page 5
The accompanying notes are an integral part of these financial statements.
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD OCTOBER 29, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999
(AUDITED) AND THE QUARTER ENDED MARCH 31, 2000 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
OCTOBER 29, 1999
(INCEPTION)
THROUGH DECEMBER QUARTER ENDED
31, 1999 MARCH 31, 2000
----------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (233,446) $ (481,542)
Adjustments to reconcile net loss to net cash used in operating
activities
Depreciation expense -- 694
Changes in operating assets and liabilities
Stockholder advances -- (6,031)
Accounts payable and accrued liabilities 3,446 82,264
Royalty payable to related party 130,000 (52,761)
--------------- -----------------
NET CASH USED IN OPERATING ACTIVITIES (100,000) (457,376)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment -- (28,912)
--------------- -----------------
NET CASH USED IN INVESTING ACTIVITIES -- (28,912)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 100,080 302,500
Proceeds from note payable -- 200,000
--------------- -----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 100,080 502,500
--------------- -----------------
NET INCREASE IN CASH 80 16,212
CASH - beginning of period -- 80
--------------- -----------------
CASH - end of period $ 80 $ 16,292
=============== =================
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES
Issuance of common stock in connection with reorganization $ -- $ 12,872
=============== =================
</TABLE>
Page 6
The accompanying notes are an integral part of these financial statements.
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
--------------------------------------------------------------------------------
1. NATURE OF BUSINESS AND REORGANIZATION
Compsports USA, Inc. (the "Company") was incorporated in the State of Nevada on
October 29, 1999 ("inception") and has elected a June 30 fiscal year end. The
Company is in the development and enhancement stage of becoming an operator of
on-line golf and other sports games on the Internet.
The Company is classified as a development stage enterprise under accounting
principles generally accepted in the United States ("GAAP"), and has not
commenced its planned principal operations to generate revenues.
REORGANIZATION
On February 3, 2000, Accord Ventures, Inc, a Nevada corporation ("ACVN"), and
the Company entered into an Agreement and Plan of Reorganization (the "Plan")
structured to result in ACVN's acquisition of all of the outstanding shares of
the Company's common stock (the "Reorganization"). The Reorganization was
intended to qualify as a tax-free transaction under Section 368 (a)(1)(B) of the
1986 Internal Revenue Code, as amended. Under the Plan's terms, the Company's
former stockholders (1) received 100 shares of ACVN common stock for each one
share of the Company and (2) acquired approximately 60% of the outstanding
common stock of ACVN. In connection with the Reorganization, ACVN redeemed 4.5
million shares of common stock owned by its officers and directors in exchange
for certain mineral lease rights.
On March 15, 2000, the Company completed the Reorganization by entering into a
reverse merger through a tax-free reorganization with ACVN, a publicly traded
"shell" company, whereby all of the Company's outstanding common stock was
acquired by ACVN. The Company was previously a privately held company, with no
public market for its stock.
Management has accounted for the Reorganization as a capital stock transaction
(as opposed to a "business combination," as that term is otherwise defined by
GAAP). Accordingly, the Reorganization has been reported as a recapitalization
of the Company, which is considered the acquirer for accounting purposes (a
reverse acquisition). Through its former stockholders, the Company is deemed the
acquirer for accounting purposes because of (a) its majority ownership of ACVN,
(b) its representation on ACVN's board of directors, and (c) executive
management positions held by former officers of Compsports USA, Inc., the
predecessor entity.
There are certain restrictions on the sale or other transfer of the Company's
common stock issued under the Plan. Such stock, generally referred to as "Rule
144 stock," was not registered under the Securities Act of 1933, as amended (the
"Act"), in reliance upon
Page 7
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
--------------------------------------------------------------------------------
1. NATURE OF BUSINESS AND REORGANIZATION (continued)
REORGANIZATION (continued)
an exemption from its registration requirements. Each exchanging stockholder
agreed to (1) acquire such stock for his/her own account, and (2) hold the stock
for investment purposes only. In addition, the stock certificates must contain a
legend documenting these restrictions, and the legend requires the stockholder
to obtain a legal opinion that any proposed sale is exempt from registration
under the Act.
ACVN was incorporated in September 1998 and was a development stage entity on
March 15, 2000. ACVN had immaterial assets and liabilities as of March 15, 2000,
and has not earned any revenues since inception.
As of June 27, 2000, the former stockholders of the Company owned approximately
60% of the 12.95 million post-Reorganization shares of ACVN's outstanding common
stock. Such shares are restricted securities under Federal law; except for any
stockholders who are deemed to be statutory underwriters, such shares will begin
to become available for sale (under certain conditions, and subject to statutory
limitations) after March 15, 2001.
The historical accumulated deficit of the Company has been carried forward to
the post-acquisition period; no goodwill has been recorded. Reorganization
transaction costs such as legal fees have been expensed as incurred.
Because the accompanying unaudited March 31, 2000 balance sheet is subsequent to
the Reorganization's closing date and the results of ACVN's operations are
immaterial to the Company's financial statements, pro forma financial
information as if the Reorganization had occurred on January 1, 2000 has not
been presented.
On March 15, 2000, the Company changed its name to Virtual World of Sports,
Inc. The Company's common stock is quoted on the OTC Bulletin Board of the
National Association of Securities Dealers under the symbol "VWOS."
REGULATORY MATTERS
The Company has engaged legal counsel to determine whether its on-line sports
games could be considered gaming activities. Neither a gaming commission nor any
other regulatory agency has made a determination as to the classification of the
Company's activities. The Company's viability is dependent upon its non-gaming
classification. Management considers its games to be games of skill and not
subject to casino type gambling regulations.
MARCH 31, 2000 BASIS OF PRESENTATION
In the opinion of management, all adjustments considered necessary for a fair
presentation of the financial position at March 31, 2000 and the results of
operations for the quarter then ended have been included, and all such
adjustments (other than those relating to the Reorganization) are of a normal
recurring nature. The results of operations for the quarter ended March 31, 2000
are not necessarily indicative of the operating results that can be expected for
the year ending June 31, 2000.
Page 8
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies presented below is designed to
assist in understanding the Company's financial statements. Such financial
statements and accompanying notes are the representations of Company management,
who is responsible for their integrity and objectivity. These accounting
policies conform to GAAP in all material respects, and have been consistently
applied in preparing the accompanying financial statements.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing financial statements in
accordance with GAAP. Such estimates and assumptions affect the reported amounts
of certain assets and liabilities, disclosures relating to any contingent assets
and liabilities, and reported amounts of certain expenses. Actual results could
materially differ from the estimates used to prepare the accompanying financial
statements in the near term.
INCOME TAXES
Using the liability method required by Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," the estimated tax effects of
temporary differences between financial and income tax reporting are recorded in
the period in which the events occur. Such differences between the financial and
tax bases of assets and liabilities result in future tax deductions or taxable
income.
LOSS PER SHARE
Loss per common and common equivalent share is based on the weighted average
number of shares of common stock and potential common stock outstanding
Page 9
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
LOSS PER SHARE (continued)
during the period in accordance with Statement of Financial Accounting Standards
No. 128, "Earnings per Share."
For the period ended December 31, 1999, loss per share is based on the Company's
common shares outstanding as retroactively adjusted for the exchange ratio in
the Reorganization.
3. COMMON STOCK
As of June 27, 2000, all of the Company's former stockholders had executed the
agreement to exchange their Company shares for ACVN stock in connection with the
Reorganization described in Note 1. Thus, although such ACVN shares had not been
issued by the transfer agent as of March 31, 2000, such stock has been reported
as issued and outstanding common stock in the accompanying unaudited March 31,
2000 balance sheet.
4. ROYALTY AGREEMENT
In November 1999, the Company entered into an exclusive worldwide licensing
agreement with Compsports PTY LTD, an Australian corporation, owned by a Company
officer who is also the Company's majority shareholder, for the Company's gaming
technology. The Company is required to pay royalties amounting to 3.5% of all
net revenues derived from the licensed technology with minimum royalties of
$230,000 for 1999 and $350,000 per quarter thereafter, calculated on a calendar
quarterly basis until October 2024.
Under the licensing agreement, Compsports PTY LTD is required to provide all
maintenance, service, and operational support for running the Company's computer
network, which includes the costs of maintaining adequate staff in the United
States. During the quarter ended March 31, 2000, the Company incurred and paid
costs of $180,761 on behalf of Compsports PTY LTD to maintain staff in the
United States. Such amount has been netted against royalty payable in the
accompanying March 31, 2000 balance sheet.
The gaming technology licensed under this agreement has not been patented or
copyrighted.
Because Compsports PTY LTD and the Company have commonality of ownership and are
under common management control, reported operating results and/or the financial
position of the Company could significantly differ from what would have been
obtained if such entities were autonomous.
5. INCOME TAXES
At December 31, 1999, the Company had federal tax net operating loss ("NOL")
carryforwards of approximately $100,000, which expire in the year 2019.
At December 31, 1999, the Company had a deferred tax asset of approximately
$79,000. The Company recorded a 100% valuation allowance against this deferred
tax asset resulting in no net effect in the accompanying financial statements.
This deferred tax asset arose primarily from (a) the use of accrual basis
accounting for financial reporting purposes and cash basis accounting for income
tax reporting purposes and (b) NOL carryforwards.
Page 10
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
--------------------------------------------------------------------------------
6. RELATED PARTY TRANSACTIONS
Bruce H. Haglund, Esq. is an officer and stockholder of the Company and is a
partner in the law firm of Gibson, Haglund & Paulsen ("GHP"), legal counsel to
the Company. For the period from inception to December 31, 1999, the Company
paid or incurred legal fees to GHP of approximately $3,000.
7. GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the ordinary course of business. For the period from October 29,
1999 (inception) through March 31, 2000, the Company incurred losses of
approximately $715,000 and had negative cash flow from operations. The Company
estimates that approximately $9 million of additional capital will be necessary
to launch its technology.
Such factors indicate that the Company may be unable to continue as a going
concern for a reasonable period of time.
The financial statements do not include any adjustments relating to the
recoverability of assets that might be necessary should the Company be unable to
continue as a going concern. The Company's continuation as a going concern is
dependent upon its ability to generate sufficient revenue and related cash flow
to meet its obligations on a timely basis and/or to obtain additional financing
as may be required, and ultimately to attain profitability. The Company is
presently pursuing additional equity financing and is in discussions with
potential investors.
8. SUBSEQUENT EVENTS
NOTES PAYABLE
In March 2000, the Company issued an unsecured note payable to a stockholder for
$200,000. Principal and interest at 10% per annum are due on October 15, 2000.
In June 2000, the Company issued an unsecured note payable to a stockholder for
$145,000. Principal and interest at 10% per annum are due on December 25, 2000.
PRIVATE OFFERING OF COMMON STOCK (UNAUDITED)
In February 2000, the Company issued a private placement memorandum ("PPM")
offering a maximum of 2,375,000 shares of restricted common stock at $4.00 per
share. If such offering had been fully subscribed, the Company would have
received net proceeds of $8,600,000 (after estimated issuance costs of
$900,000). The PPM provided that gross proceeds of at least $2,000,000 must be
received before any funds could be released (from an escrow account managed by
legal counsel) for the Company's use.
The Company received a total of approximately $200,000 from the above offering.
Because of the investor's willingness to accept the increased risks associated
with an investment in the Company under these circumstances, such investors and
the Company executed amended subscription agreements in April 2000. These
agreements resulted in the issuance of 88,890 shares of common stock at a price
of $2.25 per share (a 25% discount from the then current market price of the
Company's common stock).
Page 11
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
--------------------------------------------------------------------------------
8. SUBSEQUENT EVENTS (continued)
SPONSORSHIP AGREEMENT
In April 2000, the Company entered into a sponsorship agreement (the
"Agreement") in which it acquired the title sponsorship rights to the Australian
Ladies Masters Golf Tournament (the "Tournament") for the years 2001-2003. The
Agreement stipulates that the Company establish three irrevocable stand-by
letters of credit totaling $5,400,000. Payments are due beginning September 2000
and continue until February 2003. The Company also has an option to extend the
Agreement for an additional three years at a total cost of $6,300,000. The
Agreement is governed by the laws of Queensland, Australia.
The Company has not obtained the required letters of credit as of June 27, 2000,
and is currently in negotiations with the Tournament regarding the payment under
the letters of credit.
DELINQUENT SEC FILING
The Company's Form 10-QSB for the quarter ended March 31, 2000 was not timely
filed. As a result, the ability of Company stockholders to sell restricted stock
under Rule 144 may be delayed.
ISSUANCE OF COMMON STOCK (UNAUDITED)
On May 2, 2000, the Company issued 250,000 shares of its common stock in
exchange for consulting services. On this date, the market price of the
Company's common stock as quoted on the OTC Bulletin Board was $2.50.
DIVIDENDS
In the first quarter of 2000, the Company's Board of Directors approved a
resolution to pay dividends equal to 33% of net income.
STOCK OPTION PLAN
Effective February 15, 2000, the Company adopted a compensatory stock option
plan (the "Plan") which permits the issuance of nonstatutory stock options for a
maximum of 15 million shares. Such options are not intended to qualify as
"incentive stock options" as defined by the Internal Revenue Code. The exercise
price of such stock options shall be determined by the Company; the options will
vest over a maximum period of three years. As of June 27, 2000, the Company had
not granted any options under the Plan, which expires in February 2003.
Page 12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
ACCORD VENTURES, INC.
<PAGE>
Date: 3/22/00 By:/s/Troy B. Davis
--------- --------------------------------------
Troy B. Davis
CEO, CFO and Director
Date: 3/22/00 By:/s/Peter Johnson
--------- --------------------------------------
Peter Johnson
President and Director
Date: 3/22/00 By:/s/R. Gene Klawetter
--------- --------------------------------------
R. Gene Klawetter
Director
