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 March 31, 2000
-------------------
( ) 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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VIRTUAL WORLD OF SPORTS, 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)
7660 Fay Avenue
San Diego, CA 90237
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(Address of principal executive offices) (Zip Code)
858-756-6935
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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 March 31, 2000
------------------------------- -----------------------------------
Common Stock, $0.001 per share: 13,255,800
<PAGE>
INDEX
Page
PART 1. Number
------
ITEM 1. Financial Statements (unaudited)..................................... 3
Balance Sheet as at March 31, 2000....................................... 4
Statements of Operations
For the quarter ended March 31, 2000, and for
the period October 29, 1999 (Date of Inception) through
March 31, 2000........................................................... 5
Statements of Changes in Stockholders' Equity
For the period from October 29, 1999 (Date of
Inception) through March 31, 2000........................................ 6
Statements of Cash Flows
For the quarter ended March 31, 2000, and for
the period October 29, 1999 (Date of Inception) through
March 31, 2000........................................................... 7
Notes to the Financial Statements........................................ 8
ITEM 2. Plan of Operations................................................... 14
PART II Signatures.......................................................... 15
2
<PAGE>
PART 1 - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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The accompanying balance sheet of Virtual World of Sports, Inc. (a development
stage company) at March 31, 2000 and the statements of operations and statements
of cash flow for the quarter ended March 31, 2000, and for the period from
October 29, 1999 (Date of Inception) through March 31, 2000 and the statements
of stockholders' equity for the period from October 29, 1999 (Date of Inception)
through March 31, 2000 have been prepared by the Company's management and they
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 (other than those relating to the
Reorganization) are of a normal recurring nature.
Operating results for the quarter ended March 31, 2000, are not necessarily
indicative of the results that can be expected for the year ending June 30,
2000.
3
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VIRTUAL WORLD OF SPORTS, INC.
(A Development Stage Company)
BALANCE SHEET
March 31, 2000
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
MARCH 31, 2000
------------------
<S> <C>
ASSETS
CURRENT ASSETS
Cash 16,292
Stockholder advances $ 6,031
------------------
22,323
Property and equipment, net 28,218
Deferred tax asset, net of valuation allowance --
------------------
$ 50,541
==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 85,710
Royalty payable to related party 77,239
Notes payable 200,000
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362,949
Commitments and Contingencies
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value; 20,000,000 shares
authorized; 13,255,800 shares
issued and outstanding 13,256
Additional paid-in capital 389,324
Deficit accumulated during development stage (714,988)
------------------
(312,408)
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$ 50,541
==================
</TABLE>
4
<PAGE>
STATEMENTS OF OPERATIONS
For the quarter ended March 31, 2000, and for period from
October 29, 1999 (Date of Inception) through March 31, 2000
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
OCTOBER 29, 1999
(INCEPTION)
QUARTER ENDED THROUGH MARCH
MARCH 31, 2000 31, 2000
--------------- ----------------
<S> <C> <C>
REVENUES $ -- $ --
OPERATING COSTS AND EXPENSES
Royalties expense to related party 350,000 580,000
Other 131,542 134,988
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481,542 714,988
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LOSS FROM OPERATIONS (481,542) (714,988)
INCOME TAXES
Income tax benefit 142,000 221,000
Less valuation allowance (142,000) (221,000)
--------------- ----------------
NET LOSS $ (481,542) $ (714,988)
=============== ================
LOSS PER SHARE - BASIC AND DILUTED $ (0.04) $ (0.06)
=============== ================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 13,037,751 13,083,980
=============== ================
</TABLE>
5
<PAGE>
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the period from October 29, 1999 (Date of Inception)
through March 31, 2000
(Unaudited - Prepared by Management)
<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>
6
<PAGE>
STATEMENTS OF CASH FLOWS
For the quarter ended March 31, 2000, for the quarter ended
March 31, 1999 and for period from
October 29, 1999 (Date of Inception) through March 31, 2000
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
OCTOBER 29, 1999
(INCEPTION)
QUARTER ENDED THROUGH
MARCH 31, 2000 MARCH 31, 2000
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (481,542) $ (714,988)
Adjustments to reconcile net loss to net cash used in
Depreciation expense 694 694
Changes in operating assets and liabilities:
Stockholder advances (6,031) (6,031)
Accounts payable and accrued liabilities 82,264 85,710
Royalties payable to related party (52,761) 77,239
------------------ ------------------
NET CASH USED IN OPERATING ACTIVITIES (457,376) (557,376)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment (28,912) (28,912)
------------------ ------------------
NET CASH USED IN INVESTING ACTIVITIES (28,912) (28,912)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock, net 302,500 402,580
Notes payable 200,000 200,000
------------------ ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 502,500 602,580
------------------ ------------------
NET INCREASE IN CASH 16,212 16,292
CASH - beginning of period 80 --
------------------ ------------------
CASH - end of period $ 16,292 $ 16,292
================== ==================
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES
Issuance of common stock in connection with reorganization $ 12,872 $ 12,872
================== ==================
</TABLE>
7
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
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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
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8
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
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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 1999 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.
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9
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
--------------------------------------------------------------------------------
1. NATURE OF BUSINESS AND REORGANIZATION (continued)
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.
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.
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.
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10
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 during
the period in accordance with Statement of Financial Accounting Standards No.
128, "Earnings per Share."
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 stockholder, 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 on behalf of Compsports PTY LTD, $180,761 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.
Because Compsports PTY LTD and the Company have commonality of ownership and are
under common management control, reported operating results and/or the reported
financial position of the Company could significantly differ from what would
have been obtained if such entities were autonomous.
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11
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
--------------------------------------------------------------------------------
5. INCOME TAXES
At March 31, 2000, the Company had a deferred tax asset of approximately
$221,000. 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.
6. 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.
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.
7. 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 is 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 is due December 25, 2000.
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12
<PAGE>
VIRTUAL WORLD OF SPORTS, INC.
(FORMERLY COMPSPORTS USA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
--------------------------------------------------------------------------------
8. PRIVATE OFFERING OF COMMON STOCK
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 8. 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 b
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).
9. SUBSEQUENT EVENTS
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 in the total amount of $5,400,000. Payments are due beginning
September 2000 and continuing 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. This 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.
ISSUANCE OF COMMON STOCK
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; and 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.
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13
<PAGE>
----------------------------------------------------------------------
ITEM 2. PLAN OF OPERATIONS
----------------------------------------------------------------------
Prior to November 1999, the Company's management planned to develop mineral
properties, including a mining property in Semple Township, Timmons, Ontario,
Canada owned by the Company (the "Semple Property").
On November 30, 1999, the Company entered into a letter of intent to acquire
CompSports USA, Inc. ("CompSports"), in 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"). The Reorganization was completed on March
15, 2000. As a result of the Reorganization, the former shareholders of
CompSports own an aggregate of approximately 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 at the same time. In May 2000, Mr.
Klawetter resigned as a member of the Board of Directors of the Company.
As a part of the Reorganization, the former officers and directors of the
Company agreed to the cancellation of 4,500,000 shares of common stock of the
Company held by them in consideration of the transfer to them of all ownership
rights to the Semple Property.
The Company's current plan of business is to continue the development of a
technology-based, e-commerce platform for home-based interactive games that was
being developed by CompSports under license from CompSports Pty, an Australian
company owned by affiliates of the Company (the "Licensee").
The Company has the rights to introduce an on-line golf membership club in North
America that will offer online golf tournaments to its members in a format
similar to golf tournaments sponsored by professional golf associations such as
the Professional Golf Association. Under this on-line format, participants will
play in scheduled on-line golf events that simulate live golf tournaments.
The Company expects to launch a North American tournament as the first scheduled
event slated to commence in the fourth quarter of calendar year 2000.
Liquidity and Capital Resources
Continuation of the Company's business as a going concern is dependent upon
obtaining additional capital. The Company intends to obtain additional capital
through a private placement of its common stock. Until financing has been
arranged it is the intention of the Company to pay for its expenses of the
Company from the proceeds of short-term loans.
Results of Operations
The Company has had no significant operations during this reporting period; its
activities have been limited to on-going development of the business model for
its anticipated on-line golf tournaments.
14
<PAGE>
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.
VIRTUAL WORLD OF SPORTS, INC.
(Registrant)
June 30, 2000 /s/ "Troy B. Davis"
----------------------------- -----------------------------------------
Troy B. Davis, Chief Executive Officer,
Principal Financial Officer, and Director
