UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SEURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12 (b)
or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
KDGSports.com, Inc
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Nevada 36-3841143
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
500 Rainbow Blvd., Ste. 300, Las Vegas, NV 89107
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
1-800-522-0820
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(ISSUER'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12 (b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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SECURITIES TO BE REGISTERED UNDER SECTION 12 (g) OF THE ACT:
Common Stock - .001 Par Value
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(TITLE OF CLASS)
<PAGE>
FORWARD LOOKING STATEMENTS
KDGSports.com, Inc., a developmental stage
company ("KDGSports.com, Inc.," or the "Company")
cautions readers that certain important factors may
affect the Company's actual results and could cause such
results to differ materially from any forward-looking
statements that may be deemed to have been made in this Form
10-SB or that are otherwise made by or on behalf of the
Company. For this purpose, any statements contained in the
Form 10-SB that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "expect,"
"believe," "anticipate," "intend," "could," "estimate,"
"plans," or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify
forward-looking statements. Factors that may affect the
Company's results include, but are not limited to, the
Company's limited operating history, its ability to produce
additional products and services, its dependence on a limited
number of customers and key personnel, its possible need for
additional financing, its dependence on certain industries,
and competition from its competitors. With respect to any
forward-looking statements contained herein, the Company
believes that it is subject to a number of risk factors,
including: the Company's ability to implement its product
strategies to develop its business in emerging markets;
competitive actions; and, general economic and business
conditions. Any forward-looking statements in this report
should be evaluated in light of these important risk factors.
The Company is also subject to other risks detailed herein or
set forth from time to time in the Company's filings with the
Securities and Exchange Commission.
<PAGE>
Part I
Item 1. Description of Business
KDGSports.com, Inc., a developmental stage company,
hereinafter referred to as "the Company", is filing this Form
10-SB on a voluntary basis in order to KDGSports.com's
financial information equally available to any interested
parties or investors. The Company was organized
under the laws of the State of Nevada, September 3,1999, as
KDGSports.com, Inc.
The objective of KDGSports.com is to be the most popular
name in the extreme sports industry. The company was created
to provide to the public an Extreme Sports Internet Portal/E-
Commerce site that captures the spirit of this rapidly
evolving market. This website is being developed to
communicate to all types of stakeholders in this industry.
Owing to the management's huge base of personal connections
scattered throughout this industry, the website will provide
rich, unique content to all levels of Extreme Sports
enthusiast.
In addition, KDGSports.com will execute an in-depth
development and acquisition plan that will open, acquire,
unite, manage, and integrate a network of e-tailers, brick and
mortar retail stores, and other businesses that cater to the
Extreme Sports crowd. With ten to twenty companies under the
public umbrella of KDGSports.com, investors will finally be
empowered to obtain a stake in this fresh and dynamic new
industry.
The Extreme Sports Industry represents the activities,
the ideas, and most importantly, the people involved in
Extreme Sports. While the most of the Extreme Sports have been
around for decades, new activities are emerging that capture
the essence of this emerging market niche. The Extreme Sports
world is a culture, a mindset, and above all, an attitude.
KDGSports.com is involved in the Extreme Sports Industry,
which includes but is not limited to the following activities:
Skateboarding
Surfing
Snowboarding
Skiing
Rollerblading
Dirt Biking
Auto Racing
Wake Boarding
Rock Climbing
Mountain Biking
Base Jumping
Sky Diving
While these sports have almost uniformly been in existence for
quite some time, the public eye is now turning toward them,
and the result is the birth of the Extreme Sports Industry. As
made evident by record attendance levels at Extreme Sporting
events (the most popular, ESPN's Extreme Games in San
Francisco recently boasted a turnout of over 260,000 fans),
glorifying images of extreme sports in popular media, and the
development of the Extreme sub-culture, Extreme Sports are
hot, and will continue to get hotter. KDGSports.com intends to
<PAGE>
catch the wave as it is cresting to be in the most favorable
position when it breaks.
The objective of KDGSports.com is to be the most popular
name in the extreme sports industry. The company was created
to provide to the public an Extreme Sports Internet Portal/E-
Commerce site that captures the spirit of this rapidly
evolving market. This website is being developed to
communicate to all types of stakeholders in this industry.
Owing to the management's huge base of personal connections
scattered throughout this industry, the website will provide
rich, unique content to all levels of Extreme Sports
enthusiast.
Item 2. Management's Discussion and Analysis or Plan of
Operation.
The mission of KDGSports.com is to make the commitment
of excellence to its shareholders by becoming a household name
in the Extreme Sports Industry. Through an in-depth corporate
strategy executed by KDGSports.com's top-flight management
team, the company will position itself as the leader of a
rapidly expanding and enormously profitable market niche.
The Extreme Sports Industry represents the activities,
the ideas, and most importantly, the people involved in
Extreme Sports. While the most of the Extreme Sports have been
around for decades, new activities are emerging that capture
the essence of this emerging market niche. The Extreme Sports
world is a culture, a mindset, and above all, an attitude.
Trends
The increasing numbers of people that embrace the
extreme sports lifestyle indicates a more adventurous mindset
than those of the past. Perhaps the glorification of these
activities in the public eye is responsible for the upsurge in
interest in Extreme Sports; perhaps technological trends in
the sports market allow for more exciting activities.
Regardless of the reason for the popularity of Extreme Sports,
it certainly seems to be an attractive emerging industry for
investment. American Sports Data Inc., a consulting firm,
snowboarding, one of the most popular Extreme Sports has grown
113% in five years and now boasts nearly 5.5 million
participants.
The pursuits that are becoming more popular have one
thing in common: the perception that they are somehow more
challenging than a game of touch football. "Every human being
with two legs, two arms is going to wonder how fast, how
strong, how enduring he or she is," says Eric Perlman, a
mountaineer and filmmaker specializing in extreme sports. "We
are designed to experiment or die." [Time] CARV Industries is
in the business of design, manufacturing and sales of sports
clothing for surfing, snowboarding and in-line skating, the
rage of the Generation-X crowd. "Three years ago, this segment
of the industry was about $500 million and now it has <PAGE>
surpassed $1.25 billion," said Lanham, CEO of CARV
Industries. "Our research indicates a continued growth market.
The eXtreme Games, sort of a Generation-X Olympics, were big
ratings winners recently on ESPN."
Competition
Many analysts group the Extreme Sports phenomenon into
the aging and rapidly consolidating sporting goods industry.
In fact, what growth the sporting goods industry has
experienced is credited to the upsurge of Extreme Sports.
Hence, in a typical analysis, a company entering into the
Extreme Sports Industry would be competing against
international sporting goods giants like Big Five, Sport
Chalet, and Chic's Sporting Goods.
However this "lumping in" of Extreme Sports is not
concurrent with how commerce in this industry is conducted.
While the prominent sporting goods stores may carry some of
the items and merchandise that Extreme Sports enthusiasts
crave, the huge number of small developers and retailers
dealing with niche products make them unattractive to stock
from the standpoint of prominent sporting goods retailers.
With the Extreme Sports Industry effectively isolated
from the ponderous sporting goods industry, this market niche
enjoys relatively high barriers to entry with a low level of
competition. Chief among the barriers to entry are the many
necessary personal connections with a wide variety of small
developers, entrepreneurs, athletes, and enthusiasts in this
industry. In addition, a certain level of familiarity in top
management is required to allow the corporate culture of a
business involved with this niche to effectively mirror the
mindset of the Extreme Sports world. These cultural binds
assist in the acquisition, management, and relations of the
small businesses involved with the industry.
Findings
The Extreme Sports Industry exhibits exciting
characteristics of growth and marketable assets that
represents an attractive target for investment. KDGSports.com
is positioned to take advantage of the upsurge in growth
within this industry. With its management team's extensive
contacts throughout the world of Extreme Sports, its in-depth
management and acquisition plan, and a comprehensive marketing
effort, KDGSports.com is poised to become the market leader in
the Extreme Sports Industry.
Electronic Commerce Industry
Three years ago, industry analysts only hinted at the
vast growth that commerce on the Internet would experience.
One of the largest sectors of Internet access growth is in the
home - consumers are just now beginning to tap into the vast
worldwide markets that are relatively inaccessible by any
other means.
<PAGE>
Internet commerce involves the sales of products and
services to consumers or businesses over the Internet. The
categories in this Internet commerce layer include:
E-tailers (e.g., Amazon.com, eToys.com)
Manufacturers selling online (e.g., Cisco, Dell, IBM)
Fee/Subscription-based companies (e.g., thestreet.com,
WSJ.com)
Airlines selling online tickets
Online entertainment and professional services
It is important to note that many companies are players
at multiple layers. For instance, Microsoft and IBM are
important players at the Internet infrastructure,
applications, and Internet commerce layers, while AOL (before
the acquisition of Netscape) is a key player in the
infrastructure, intermediary and commerce layers. Similarly
Cisco and Dell are key players at the infrastructure and
commerce layers [Internet Indicators].
Companies that embrace the Internet as a commerce
channel experience far greater amounts of growth than like
companies which do not utilize e-commerce technologies. In
particular, the mating of e-commerce channels in the consumer
sales market is particularly promising.
Small businesses that use the Internet have grown 46% faster
than those that do not (American City Business Journals).
Forty-four percent of U.S. companies are selling online. An
additional 36% affirm that they will do so by the end of 1999.
Internet advertisement revenues topped $1.92 billion in
1998, resulting in a 100% growth factor from the previous
year.
The Small and Home Office (SOHO) Industry expended over $51
billion online purchasing technology goods.
Countries outside of the United States have
traditionally fallen behind the nation that built the
Internet, but Internet access outside the United States is
expanding on a dramatic basis. To this point, there were more
Internet users in the United States than in all other
countries combined. By the end of 1999, this characteristic is
projected to change, as the growth of Internet access within
the U.S. lessens, while other countries' access growth is
project to increase substantially. Again, the largest sector
of this Internet access growth is in the home, exposing people
around the globe to the power and simplicity of e-commerce.
Competition
Nearly all corporate operations and communications have
been improved by Internet and Intranet technology. A
manufacturer can quickly find retail and distribution channels
<PAGE>
to facilitate greater sales by setting up a web site to
gather orders from customers. Due to the remarkable ease of
moving onto the Internet, there are very few barriers to
entry. Historically, the key players in e-commerce have forged
agreements with suppliers and customers to facilitate a large
web-based presence. The companies that hit the Internet first
with a proper mix of administrative and IT solutions have been
successful (firms like Yahoo!, E-Bay, Amazon, etc.). By being
among the first companies to bring their products to the
Internet and signing the agreements necessary for exclusivity,
these firms have fundamentally changed the face of e-commerce
by exploiting the brand name recognition benefits from their
status as first movers.
Market Trends
Consumers, corporations, and governments are expected to
spend over $434 billion on the Internet in 1999. Although most
Internet consumers are from the United States; worldwide non-
U.S. Internet access is projected to increase on a large scale
after 1999. As Internet access in homes across the globe
proliferates, consumers will continue tap into this newly
discovered resource for worldwide commerce.
In 1998, the market that accrued the most online
purchases was the travel industry; which took in roughly $2.1
billion. High-ranking industries for online purchases via e-
commerce include PC Hardware, Gifts, and Books. Companies are
increasingly embracing the Internet and e-commerce due to the
fact that consumers are viewing the Internet as a more viable
venue for transactions. Still, a number of consumers express
concerns about security issues over the web. In a recent poll,
the number one reason why people haven't decided to purchase
goods online was the risk that their information would be
stolen and utilized by "hackers."
These concerns are now largely unfounded due to severely
ramped up security protocols (128-bit encryption codes that
are nearly impossible to break) and the lack of monetary risk
from the consumer's standpoint (the Federal Government limits
a credit card holder's liability to only $50 in the event of
credit card fraud).
Governmental Trends
As e-commerce flourishes in the world markets, companies
must continually take into consideration the governmental
rules and regulations in the countries that they do business
in. Countries with strict privacy laws might find conflict
with the selling of product preference information of its
citizens to other firms. Other governmental mandates, such as
trade embargoes, can effect international electronic commerce.
Last year, Dell was fined $50,000 for selling computers to
Iran - it is illegal in the United States to sell products to
countries involved with terrorism.
<PAGE>
As companies find a more globalized customer base, they
must take the steps necessary to safely and legally maintain
their presence in countries outside the United States.
Legislative Trends
Currently, e-commerce in the United States enjoys a
considerable benefit: no purchases made online will be subject
to sales tax until January 1, 2004. In a recent study of top
firms that sell their computers via the Internet, customers
rated the absence of sales tax as a key motivator in their
purchasing habits, particularly with more expensive items.
This serves as an even greater incentive for consumers and
merchants to actively make purchases and sales via e-commerce.
Economic Trends
As markets spread to cover the globe, and as commerce
continues to increase on the Internet, the risk of downturns
in local economies is lessened due to the inherent
communicability of e-commerce to find and capitalize upon the
existence of substitutes. In this fashion, e-commerce is
thought by many economists to be an equalizer to world
economies, by minimizing the damage to the global community if
scarcity or other adverse conditions occur in various sectors
of the world market.
Findings
The Electronic Commerce Industry's attractiveness to all
players in the world market cannot be understated. In addition
to providing merchants with a huge base of customers, and
providing to consumers increased customer responsiveness, e-
commerce serves to provide a value-added level of information
to all parties, streamlining organizations and cutting out
capital waste.
KDGSports.com is positioned to take advantage of the
growth and opportunities by entering into the e-commerce
arena. Through an in-depth on- and off-line marketing
campaign, consumers will be reached through a variety of
channels, driving increasing amounts of traffic and sales
through the website.
Strategy
Marketing Plan
KDGSports.com will be aiming for chief name brand
recognition in the Extreme Sports Industry. This will be
accomplished through an aggressive marketing plan,
encompassing such conventional channels as advertising,
promotions, sponsorships, and direct marketing; as well as
recently introduced marketing measures geared toward driving
traffic and purchases through a portal/e-commerce web site.
<PAGE>
Advertising
An advertising campaign will be formulated to target all
levels of Extreme Sports enthusiast, aiming toward achieving
top of mind brand name recognition for KDGSports.com in
relation to its industry. Current trends in advertising for an
Internet company rely upon name recognition of the site URL
(Universal Residence Locator in this case, KDGSports.com's
advertising campaign will be carried out in this manner. High-
definition, low involvement advertisements are best suited for
this purpose. The company's initial advertisements will
feature context-rich (dramatic images of Extreme Sports
activities), uncomplicated and focused positioning of
KDGSports.com. Advertising will take place on popular, focused
media such as select television advertising, Extreme Sports
magazines, radio spots, and public venues (i.e. billboards,
etc.).
In addition, KDGSports.com will utilize vector graphic
Internet advertisements to drive traffic and purchases through
the site, created via Macromedia's Flash and Shockwave
software. Vector based ads convey a much richer exposure with
shorter download times than conventional animated .gif banner
advertisements. This unobtrusive yet rich means of Internet
advertising is only now being implemented on a large scale.
KDGSports.com's Internet Advertising campaign will rely on the
effectiveness of vector graphics from its inception,
dramatically garnering an excessive number of hits to the
company's website.
Promotions
The management of KDGSports.com realizes that top of
mind name brand recognition in the Extreme Sports industry
cannot be achieved through advertising alone. KDGSports.com
will be instrumental in its role as a key facilitator of
Extreme Sports. The company will offer sponsorships to Extreme
Sporting events both locally and nationwide. ESPN's Extreme
Games, Long Beach Grand Prix; Ocean Pacific's Pro Surfing
Championship are just of few of the events being targeted for
sponsorship and promotion by KDGSports.com.
In this arena, the connections of management with the
key personnel in the Extreme Sports Industry will serve to
position KDGSports.com as an instrumental player at Extreme
Sports events around the world.
Direct email
While conventional direct mail campaigns have steadily
decreased in effectiveness over the last five years, Internet
direct email programs have evinced remarkable effectiveness in
driving traffic to a particular site, as well as motivating
purchases via e-commerce. Direct emailing is also extremely
focused in its approach, since email listing come thru
<PAGE>
registration processes, which typically provide more
information that is typically garnered from a direct mail
database. KDGSports.com's direct emailings will target Extreme
Sports athletes and enthusiasts; and will provide them with
the latest information about the content and the products the
company will feature on its website. The end result: an
enhanced level of web traffic at www. KDGSports.com.
Information Technology Plan
As KDGSports.com moves onto the World Wide Web, serious
demands will be placed upon its information based assets.
Management has developed an in-depth plan concerning
KDGSports.com's existing and future technological and systemic
requirements. The sheer number of options available to firms
moving onto the Internet is staggering, but with a top-flight
management team, the acquisition, implementation, use, and
maintenance of the solutions that will be included into
KDGSports.com's operational structure will work at peak
efficiency.
KDGSports.com will stay on the "cutting edge" of
technological implementation rather than the "bleeding edge."
In short, management's policy will incorporate technologies
that have been on the market for six months or longer. This
self-imposed "technology horizon" will enable KDGSports.com to
maintain a high level of technological sophistication without
the costs incurred through implementation of IT solutions as
soon as they hit the market.
Management has evaluated the informational requirements
the company will be facing on an IT-basis; and has formulated
an in-depth plan to facilitate the informational evolution of
KDGSports.com. In essence, management's plan incorporates
immediate and sustained scalability, a high degree of
security, robust systems redundancy, and the emphasis upon
speed regarding the information requests of the users of the
site.
Scalability
From the start, the company's informational structure
has incorporated institutional and proprietary programs with
emphasized compatibility, ease of growth, and a high level of
redundancy. In essence, its informational structure was
designed from day one to accommodate the growth and e-commerce
outlets that are inevitable components of KDGSports.com's
evolution. The network will be able to implement, at key
predetermined junctures, the inclusion of such solutions as
increased numbers of servers, introduction of direct lines
into the communication structure, integration of routers,
systems information and database sharing with joint venture
parties, allies, and partners, and the requisite software
upgrades integral to the maintenance of the company's IT
assets.
<PAGE>
As KDGSports.com's market share grows, its database will
be faced with a pronounced increase in the amount of
information it will need to process. The scalability of the
information structure allows for the implementation of systems
to do specialized tasks, like managing content applications,
or logging orders.
Security
While many consumers are finally embracing the Internet
and e-commerce, many still exhibit fears concerning the
provision of their information through online channels.
KDGSports.com takes a serious stance upon site security and
will implement and continually update its internal and
external security measures. All transactions will be carried
out thru 128-bit SSL encryption with extensive onsite
information transfer monitoring. An array of firewalls will be
in place to limit external intrusion into the company's core
systems. The number of people with access to KDGSports.com's
information databases will be minimal due to the plan for
increased automation in regards to site growth and management.
The company's information is scalable to facilitate the
implementation of new security protocols with a minimum of
downtime and inconvenience to the administration and customer
base.
Y2K Compliancy and Redundancy
From the outset, the software implemented into the
company's information based assets, both institutional and
proprietary, has been "Year 2000 Compliant". With no aged
and/or embedded proprietary software and systems to interfere
with operations at the end of the millennium, KDGSports.com is
100% Y2K compliant.
In addition to the execution of all-encompassing systems
tests to discern possible glitches and bottlenecks in the
site's informational structure, disaster recovery plans are
firmly in place to minimize the downtime in the event that
unforeseen variables impact KDGSports.com's network. The
company is prepared for problems ranging from the dealing with
the introduction of a virus into the network to the outright
physical destruction of multiple network nodes.
Contingency plans even go so far as the bringing in of
generators to maintain power to the network in the event of a
power outage. In all cases, the hardware and software
solutions implemented in the information network will be
standardized throughout KDGSports.com's layout with the proper
mix of software, hardware, and managed protocols to facilitate
redundancy and to minimize the downtime and exposure to risk
that can be the result of a catastrophic event.
Emphasis on Speed
<PAGE>
As the site's popularity increases, web traffic on its
Internet site and the number of requests the information
network will need to process will increase exponentially. In
order to cope with rapidly growing demand, the emphasis of
development in the informational network will be upon speed.
While most networks utilize centralized, mass storage
solutions, these systems have limited ability to maintain
acceptable levels of expediency due to the need for protocols
to search an entire archive before moving to the next. By
implementing several smaller storage solutions, and utilizing
a streamlined program of protocols, search and routing
information requests through several smaller information
archives can radically reduce retrieval times.
The network will be run through Windows NT, which
requires more administrative involvement than other network
operating systems. However, Windows NT represents a fast,
compliant, and expandable network operating system, and hence
is perfectly suited for utilization by KDGSports.com
Current Acquisitions
In its mission to provide to the public a security that
captures the essence of the Extreme Sports Industry,
KDGSports.com selects the best and brightest new companies to
add to its family of acquisitions. Currently, KDGSports.com is
in the process of acquiring two companies, and plans to add
several more by the end of the year.
Sk8shop.com
Entrepreneur Lou Bauer established Sk8shop.com in 1998
for the express purpose of selling skateboards, accessories,
and equipment. Offering a huge selection of items, this site
offers extreme skateboarders the opportunity to put together
essentially custom boards over the Internet. Boasting more
decks and accessories than can be found in a brick and mortar
store, Sk8shop.com represents the effective pairing of the
Extreme Sports industry and the Internet.
Sk8shop.com's revenues are projected at $2.5 million in
1999, with a margin of 35 to 40 per cent on each item sold.
With its introduction to KDGSports.com, revenues can be
expected to exceed this figure, owing to the co-branding and
brand equity leveraging opportunities inherent to this
arrangement. KDGSports.com will also open a brick and mortar
retail store in Huntington Beach, California by the end of
October to bolster online sales and to leverage the websites
of KDGSports.com and Sk8shop.com. This company was purchased
as a wholly owned subsidiary of KDGSports.com as of July 1999.
VK Sports
<PAGE>
KDGSports.com's aggressive acquisition plan not only
encompasses retailers and e-tailers, but also has features the
need for vertical integration into this Extreme Sports
Industry. The company's acquisition of VK Sports a distributor
of Extreme Sports equipment, apparel and accessories. VK
Sports distributes over 3,600 products to over 100 retail
outlets and stores nationwide.
Since 1975, VK Sports has tapped into the Extreme Sports
by providing to retailers skateboards, surfboards, snowboards,
accessories and apparel. VK Sports boasted $7.5 million in
revenues in 1998, as is projected to exceed $9.5 million with
profit margins of 35% in 1999 owing to the growth of the
Extreme Sports movement. A purchase agreement has been signed,
and the end of 1999 will finalize a formal acquisition.
Proposed Acquisitions
The following is a listing of the companies in which
KDGSports.com is currently in negotiations with to add to its
set of acquired companies. In each of these cases,
KDGSports.com will serve to enhance the management and
operations of the company, as well as to establish an Internet
presence for the major brands associated with these proposed
acquisitions.
Black Flys
Black Flys is a worldwide sunglass company based in
Costa Mesa, California. The aggressive styling and industry
wide endorsement of its products have made it a major icon in
the Extreme Sports world. A great number of professional
surfers, skateboarders, snowboarders, and skiers proudly wear
Black Flys sunglasses.
KDGSports.com will greatly benefit from gaining control
of this brand; Black Flys sunglasses are already firmly
established within the Extreme Sports Industry. With an
estimated $11 million in revenues by the end of 1999, Black
Flys' products will be vigorously leveraged for purchase on
the Internet to exceed these projected revenues.
Rat City
For complete penetration into the Extreme Sports
industry, KDGSports.com's acquisition strategy includes the
ownership of several retail outlets. Rat City is a center of
Extreme Sports, with a customer base that stretches throughout
Los Angeles county.
Founded in Burbank, California in 1988, Rat City is a
center of the Extreme Sports movement, providing skateboards,
snowboards, apparel and accessories to customers throughout
Los Angeles county. In 1997, revenues from this store alone
exceeded $750,000. Recently, revenues have not been earned at
<PAGE>
the same level; however, KDGSports.com will enhance the
management and logistical elements of this retail outlet and
will provide an market on the Internet for its products,
thereby enhancing sales and profit potential.
Travel Alternatives
Although Southern California exists as a center of the
Extreme Sports movement, KDGSports.com is a nationwide
company. Many potential acquisitions are being targeted
outside the Southern California. Travel Alternatives is a
retail outlet that caters to the skateboarding community.
Based in Indianapolis, Indiana, Travel Alternatives is a
rapidly growing brick and mortar retail outlet. With an
estimated $180,000 in revenues for 1999 and a highly
diversified product line, Travel Alternatives will bolster
KDGSports.com's already large selection of items to be offered
on its website.
Conclusion
KDGSports.com is imminently positioned to be the number
one name in the Extreme Sports Industry. With its qualified
and connected management team, in depth strategic planning,
and top flight web technology, KDGSports.com will finally
offer to shareholders a legitimate security tied intimately
with the Extreme Sports Industry.
Item 3. Description of Property
To be added.
Item 4. Security Ownership of Management and Others and
Certain Security Holders.
The following table sets forth information, to the best
knowledge of the Company, as of the date of this Registration
Statement,
with respect to each person known by the Company to own
beneficially more than five percent of the Company's
outstanding common and preferred stock, each director of the
Company and all directors and officers of the Company as a
group.
To be added.
Item 5. Directors, Executives, Officers and Significant
Employees.
The directors and officers of the Company are as follows:
Name Position
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<PAGE>
G. Ivan Connelly President and Board Member
Dean Forline Vice, Operations
Kevin Grace Chairman of the Board
Bonnie Grace Board Member
G. Ivan Connelly, was appointed President of KDGSports.com in
March of 1999. His appointment by chairman Kevin Grace was
designed to help broaden the leadership of the company and
better position itself to take advantage of future growth
opportunities.
Before arriving at KDGSports.com, Mr. Connelly was employed by
Direct Systems Support, a partner of IBM. Mr. Connelly managed
key accounts on the west coast and was part of an excellent
sales and marketing team.
His success at DSS allowed him to leave the company to
become head of operations at J. Quint Associates in Los
Angeles Ca. As head of operations, Mr. Connelly developed
company structure, implemented a disciplined business plan,
and created the top producing sales and marketing team. During
his tenure revenues quadrupled and the company doubled in
size.
Connelly's responsibilities at KDGSports.com include
boosting the business discipline and performance of all the
company's existing and emerging businesses as well as
continuing to improve customer satisfaction. In addition,
Connelly's focus is to create strategic alliances with
profitable extreme sports companies to invigorate the company
thru growth; while maintaining profits and a healthy stock
price for its shareholders.
Vice President, Operations - Dean Forline
Dean Forline arrived at KDGSports.com in April of 1999.
Dean was brought into the KDGSports.com family to implement a
successful Internet and retail marketing campaign. In 1990
Dean headed MMI, a successful modeling and talent agency.
While at MMI, Dean was able to expand that company's customer
base through advertising campaigns and public relations.
Previous to his employment at KDGSports.com, Mr. Forline
owned his own successful Internet consulting and marketing
company, KD Services. While running KD Services, Dean was able
to take small companies and give them an edge in the market
utilizing the Internet, strategic alliances and thorough
marketing.
In January of 1999, Dean sold his venture in order to
join long time friend Kevin Grace. His background in business
allowed him the vision to see the profit potential of
KDGSports.com and its business plan. Dean's tasks at the
<PAGE>
company include the marketing of online services, retail
storefronts, and investor relations. Dean holds a bachelors
degree in business from Long Beach State University.
Kevin Grace, the 32-year old Chairman of KDGSports.com
Inc. grew up in Hermosa Beach Ca. and has been involved in
Extreme Sports since he was 10 yrs. old. Through his
involvement in this industry, Kevin was able to gage the
profit potential of extreme sports at an early age. Beginning
in 1990, Grace developed several different companies,
including Expired Snowboards, where he designed, constructed
and marketed three lines of snowboards. Diakka Sport Watches
was established to bring to the market durable action sport
watches, and were worn by prominent professional skateboarders
at the time. Mr. Grace also created and managed Sha Sha Shoes,
offering quality designer footwear for extreme sports
enthusiasts.
Kevin Grace has developed his companies from start to
finish - all with successful and profitable results. He has
experience in every aspect of business including design,
marketing, sales both international and domestic, research and
development of new product lines, major distribution, and most
recently bringing forth a public company. Kevin's experience
in the industry, motivation, and uncanny sense of timing has
allowed him to create his newest venture, KDGSports.com. Kevin
developed this company in March of 1999, to bring to the
industry a publicly traded company serving the Extreme Sports
market.
Currently, Grace spends most of his time seeking new
profitable acquisitions to add to the Quad X Sports family. In
addition, Grace is in the process of developing a new product
line to offer to the extreme sports market. Kevin Grace's
success in the industry gives him the advantage he needs to
fulfill KDGSports.com's goals for a profitable future.
Board Member - Bonnie Grace
Bonnie Grace is on the board of KDGSports.com. Her
professional career includes her role as purchasing manager at
Tong Hsing Electronics where she successfully implemented a
new software procurement system.
Her extensive background functions include acting as a
liaison and facilitator between customers, vendors and
purchasing departments. She incorporated new ideas that helped
improve efficiency and increase company profits. Early in her
career she was a consultant at Rubbermaid. She negotiated,
planned, and administered major subcontracts for the off-site
manufacture for 35% of all production. Bonnie Grace holds a
Bachelor of Arts Degree in Business from Long Beach State and
retains a C.P.M.
<PAGE>
Item 6. Remuneration of Directors and Executive Officers.
To be added.
Item 7. Interest of Management and Others in Certain
Transactions.
To be added.
Item 8. Legal Proceedings.
The Company is not engaged in any pending or threatened
legal proceedings.
Part II
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters.
To be added.
Item 2. Recent Sales of Unregistered Securities.
To be added.
Item 3. Description of Securities.
To be added.
Item 4. Indemnification of Directors and Officers.
The Nevada Revised Statutes and the Company's Articles
of Incorporation and Bylaws authorize indemnification of a
director, officer, employee or agent of the Company against
expenses incurred by him or her in connection with any
action, suit, or proceeding to which such person is named a
party by reason of having acted or served in such capacity,
except for liabilities arising from such person's own
misconduct or negligence in performance of duty. In addition,
even a director, officer, employee or agent of the Company who
was found liable for misconduct or negligence in the
performance of duty may obtain such indemnification if, in
view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and
reasonably entitled to indemnification. Insofar as
indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions,
the Company has been informed that in the opinion of the
Commission, such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
<PAGE>
Part F/S
Item 1. Financial Statements
To be added.
Item 2. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
None--Not Applicable
Part III
Item 1. Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Title
- - ------ -----
<S> <C>
3.1 Articles of Incorporation, as filed with the
Nevada Secretary of State on September 3, 1999
3.2 By-laws
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange
Act of 1934, the registrant caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
KDGSports.com
(Registrant)
Date: September 14, 1999 By: /s/ G. Ivan Connelly
-----------------------
G. Ivan Connelly
President
Item 2. Description of Exhibits
1
1
ARTICLES OF INCORPORATION
OF
KDGSports.com, INC.
The undersigned incorporator hereby forms a corporation
Pursuant to the General Corporation Law of the State of Nevada.
(Chapter 78 of Nevada Revised Statutes).
ARTICLE I
CORPORATE NAME
The name of the Corporation is KDGSports.com, Inc.
ARTICLE II
DURATION
The duration of the Corporation shall be perpetual.
ARTICLE III
GENERAL PURPOSES
The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the
General Corporation Law of Nevada.
ARTICLE IV
CAPITAL STOCK
(1) The total authorized capital of the Corporation shall
consist of the following: (a) 20,000,000 shares of common stock,
$.01 par value per share, and (b) 5,000,000 shares of preferred
stock, $.01 par value per share.
(2) The Board of Directors is hereby authorized to establish,
out of authorized but unissued shares of preferred stock, one or
more series of the preferred stock and to fix and determine the
relative rights, preferences and privileges of the shares of any
series of preferred stock so established.
(3) Any and all of such shares of common stock or preferred
stock may be issued for such consideration as shall be fixed from
time to time by the Board of Directors. The consideration shall be
paid, in whole or in part, in money, in other property, tangible or
intangible, or in labor or services actually performed for the
1
<PAGE>
Corporation. The Board of Directors shall establish the value of
any consideration paid in whole or in part in property, labor or
services and determination of value so made by the Board of
Directors shall be binding upon the Corporation and all
shareholders. Shareholders shall not have pre-emptive rights or be
entitled to cumulative voting in connection with the shares of the
Corporation's common stock or preferred stock.
ARTICLE V
REGISTERD OFFICE
The registered office of the Corporation in the State of
Nevada is c/o David L. Kagel, 500 Rainbow Blvd., Ste. 300, Las Vegas,
Nevada 89107. The registered agent for the corporation at that
address is David L. Kagel.
ARTICLE VII
NON-ASSESSABILITY
Shares of the Corporation shall not be subject to assessment
for payment of the debts of the Corporation.
ARTICLE VIII
CERTAIN CONTRACTS
No contracts or transaction between the Corporation and one or
more of its directors or officers or between the Corporation and
any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are
directors of officers or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the
board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for
such purpose, if:
2
<PAGE>
1. The material facts as to his interest and as to the
contract or transaction are disclosed or are known to the Board or
Directors or the Committee, and the Board or committee, in good
faith, authorizes the contract or transaction by a vote sufficient
director or directors; or
2. The material facts as to his interest and as to the
contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or
3. The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved, or ratified, by the
Board of Directors, a committed thereof, or the stockholders.
Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of
a committee which authorizes the contract or transaction.
ARTICLE IX
BYLAWS
The Board of Directors shall have the power to make, adopt,
amend, or repeal the Bylaws of the Corporation.
ARTICLE X
INDEMNIFICATION
Section 1. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason of
the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgements, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be or not
3
<PAGE>
opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
2. The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened
pending or completed action or suit by or in the right of the
fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement
of such action or suit if he aced in good faith an in
a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless
and only to the extent the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses with such court shall deem proper.
3. To the extent that any person referred to in paragraphs
1 and 2 of this Article X has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to
therein or in defense of any claim, issue or matter therein, th
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
4. Any indemnification under paragraphs 1 and 2 of this
Article XI (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in paragraphs 1 and 2
of this Article X. Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or other
proceeding, or (b) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the
stockholders.
5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding
as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer,
4
<PAGE>
employee or agent to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the
Corporation as provided in this Article X.
6. The indemnification provided by this Article X shall not
be deemed exclusive or any other rights to which those seeking
indemnification may be entitled under any statue, bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a director, office, employee or agent
and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
7. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
of other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status
as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this
Article X
8. For the purposes of this section, references to "the
corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving
Corporation so that any person who is or was a director, officer,
employee or agent or such a constituent corporation or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand
in the same position under the provisions of this section with
respect to the resulting or surviving corporation in the same
capacity.
ARTICLE XI
STOCKHOLDER ACTION BY CONSENT
Any corporate action upon which a vote of stockholders is
required or permitted may be taken without a meeting or vote of
stockholders with the written consent of stockholders having not
less than a majority of all of the stock entitled to vote upon the
action if a meeting were held; provided, that in no case shall the
written consent be by holders having less than the minimum percent
of the vote required by statute for the proposed corporate action
and provided tht prompt notice be given to all stockholders of the
taking of corporate action without a meeting and by less that
unanimous written consent.
5
<PAGE>
ARTICLE XII
AMENDMENT
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statue,
and all rights conferred upon stockholders herein are granted
Subject to this reservation.
ARTICLE XIII
INCORPORATOR
The name and mailing address of the incorporator of the
Corporation is:
David L. Kagel 500 Rainbow Blvd., Ste. 300
Las Vegas, Nevada 89107
The undersigned, for the purpose of forming a corporation
under the laws of the State of Nevada, does make, file, and record
this Certificate, and does certify that the facts stated herein are
true; and has executed these Articles of Incorporation.
DATED this day of September, 1999.
/s/ David L. Kagel
-----------------------------
David L. Kagel, Incorporator
6
<PAGE>
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
By Resident Agent
Brian G Dvorak hereby accepts the appointment as Resident Agent of the
above named corporation.
Brian G Dvorak
Resident Agent
/s/ Brian G Dvorak
- -----------------
7
KDGSports.com, INC.
BY LAWS
ARTICLE ONE
CAPITAL STOCK
SECTION ONE: Share certificates, as approved by the Board of
Directors, shall be issued to shareholders specifying the name
of the owner, number of shares, and date of issue. Each
certificate shall be signed by the President and Secretary
with the corporate seal affixed thereon. Each certificate
shall be numbered in the order in which it is issued.
SECTION TWO: Each shareholder shall be entitled to one vote
per share of common stock, unless otherwise stated in Article
of Incorporation.
SECTION THREE: Transfer of shares of stock shall be in the
transfer ledger of the corporation. Such transfers shall be
done in person or by power of attorney. Transfers shall be
completed on the surrender of the old certificate, duly
assigned.
ARTICLE TWO
SHAREHOLDER'S MEETING
SECTION ONE: The annual meeting of the shareholders shall be
held on the 10th day of December at 3450 East Russell Road, Las
Vegas, Nevada 89102. If the stated day is a weekend day or a
legal holiday, the meeting shall be held on the next
succeeding day not a weekend day or a holiday.
SECTION TWO: The place of the annual meeting may be changed
by the Board of Directors within or without the State of
incorporation for any given year upon 90 days notice to the
shareholders. Special meetings may be held within or without
of the State of incorporation and at such time as the Board of
Directors may fix.
<PAGE>
SECTION THREE: Special meeting of the shareholders may be
called at any time by the President or any holder(s) of at
least twenty-five percent of the outstanding capital stock.
SECTION FOUR: Notice of any special meeting of the
shareholders shall be given to all shareholders to their last
known address by registered mail. Notice of any special
meeting of the share-holders shall state the purpose of such
meeting. Notice of a special meeting may be waived in writing
either before or after such meeting.
SECTION FIVE: Unless otherwise provided by law or the
Articles of Incorporation, all meetings of the shareholders,
action may be taken by a majority vote of the number of shares
entitled to vote as represented by the shareholders present at
such meeting. Directors shall be elected by a plurality vote.
A quorum shall constitute one share over fifty percent of the
outstanding shares entitled to vote as represented by the
shareholders present at such meeting. No business may be
transacted without the presence of a quorum. At any time
during any shareholders meeting, if it is determined that a
quorum is no longer present, the meeting shall be then
adjourned.
SECTION SIX: Action may be taken by the shareholders without
a formal meeting by consent, if such consent is executed in
writing by all of the shareholders entitled to vote and if
allowed under the laws of the State of Incorporation.
<PAGE>
ARTICLE THREE
DIRECTORS
SECTION ONE: The Board of Directors shall control the full
and entire management of the affairs ad business of the
corporation. The Board of Directors shall adopt rules and
regulations to manage the affairs and business of the
corporation by resolution at special or the annual meeting. A
quorum shall consist of a majority of the directors.
Resolutions adopted and all business transacted by the Board
of Directors shall be done by a majority vote of the directors
present at such meetings
SECTION TWO: The Board of Directors shall consist of three
members to be elected by the shareholders at an annual
meeting. The term of office shall be one year. Vacancies may
be filled by the Board of Directors prior to the expiration of
the term. Such appointment shall continue until the next
annual meeting of shareholders.
SECTION THREE: The Board of Directors shall meet annually at
the same place of the shareholders meetings immediately
following the annual meeting of the shareholders. Special
meetings of the Board of Directors may be called by the
President or any three (3) directors on ten (10) days notice,
or such other and further notice as required by the laws of
the State of incorporation.
SECTION FOUR: Notice of special or regular meetings of the
Board of Directors other than the annual meeting of the Board
of Directors, Shall be made by mail to the last known address
of each director. Such notice shall be mailed ten (10) days
prior to such meeting and shall include time and
<PAGE>
place and reasons for the meeting. All other requirements of
the laws of the State of incorporation for notices shall be
followed.
SECTION FIVE: All directors of the corporation who are
present at a meeting of the Board of Directors shall be deemed
to have assented to action taken at such meeting as to any
corporate action taken, unless a director who did not vote in
favor on such action goes on record in the minutes as
dissenting. In such a case, the dissenting directors will not
be deemed to having assented to the action taken.
SECTION SIX: Directors may be removed for cause by a majority
vote at a meeting of the shareholders or Directors. Directors
may be removed without cause by a majority vote at a meeting
of shareholders.
ARTICLE FOUR
OFFICERS
SECTION ONE: The officers of the corporation shall consist of
a President, Vice President, Secretary and Treasurer. All
officers shall be elected by the Board of Directors and shall
serve a term for compensation as fixed by the Board of
Directors. The Board of Directors may establish other offices
as it may be deem fit.
SECTION TWO: The chief executive officer shall be the
President. The President shall have management powers of the
corporation. His duties shall include but are not limited to
administration of the corporation presiding over shareholders
meeting including general supervision
<PAGE>
of the policies of the corporation as well as general
management. The President shall execute contracts, mortgages,
loans and bonds under the seal of the corporation. The
President shall have other powers as determined by the Board
of Directors by resolution.
SECTION THREE: The Secretary shall keep the minutes of
meetings of the Board of Directors and shareholder meetings.
The Secretary shall have charge of the minute books, seal and
stock books of the corporation. The Secretary shall have other
powers as delegated by the President.
SECTION FOUR: The Treasurer shall have the power to manage
the financial affairs of the corporation. The Treasurer shall
keep books and records of the financial affairs and make such
available to the President and Board of Directors upon
request. The Treasurer may make recommendations to the
officers and directors in regard to the financial affairs of
the corporation.
SECTION FIVE: The Vice-President, if one is appointed by the
Board or Directors, shall have such powers as delegated to him
by the President. Upon the inability to perform by the
President, the Vice-President shall serve as President until
such time as the President shall be able to perform or further
action by the Board of Directors. The President shall be
deemed unable to perform his duties upon written notification
by the President of such inability or resignation to the Board
of Directors that the President is unable to perform.
SECTION SIX: Vacancies shall be filled by the Board of
Directors. Until such time as vacancies are filled the
following rules of succession shall apply without regard to
Section Five of this Article. The Vice-President shall act as
President, the Treasurer shall act as Secretary, and the
Secretary
<PAGE>
shall act as Treasurer.
SECTION SEVEN: Assistants to officers may be appointed by the
President. These duties shall be those delegated to them by
the President or the Board of Directors.
SECTION EIGHT: Compensation of the officers shall be
determined by the Board of Directors.
ARTICLE FIVE
CONTRACTS AND INSTRUMENTS OF INDEBTEDNESS
SECTION ONE: No contracts or any instrument of indebtedness
shall be executed without approval by the Board of Directors
by resolution. Upon such resolution, the President shall be
authorized to execute contracts or instruments of indebtedness
as specified in the resolution.
SECTION TWO: All checks, drafts or other instruments of
indebtedness shall be executed in the manner as determined by
the Board of Directors by resolution.
ARTICLE SIX
CORPORATE SEAL
The seal of the corporation shall be provided by the
Board of Directors by resolution. The seal shall be used by
the President or other officers of the corporation as provided
for in these By-laws..
ARTICLE SEVEN
<PAGE>
AMENDMENT
These By-laws may be amended from time to time by a
majority vote of the Board of Directors or by a majority vote
of the shareholders. These By-laws may be repealed and new By-
laws established in the same manner as amendments. These By-
laws will continue in full force and effect until amended or
repealed and replaced by new By-laws.
ARTICLE EIGHT
DIVIDENDS
The Board of Directors may from time to time declare
dividends to the shareholders. These distributions may be in
cash or property. No such dividends may be made out of the
capital of the corporation.
