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
QUADXSPORTS.COM, INC.
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Nevada 91-1961912
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
100 OCEAN GATE STE 750, LONG BEACH, CA 90802
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
(562) 435-5355
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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)
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FORWARD LOOKING STATEMENTS
QuadXSports.com, Inc., a developmental stage
company ("QuadXSports.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.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
TABLE OF CONTENTS
Part I
Item 1. Description of Business 4
Item 2. Management's Discussion and Analysis
or Plan of Operation 5
Item 3. Description of Property 16
Item 4. Security Ownership of Management and
Others and Certain Security Holders 16
Item 5. Directors, Executives, Officers and
Significant Employees 21
Item 6. Remuneration of Directors and
Executive Officers 23
Item 7. Interest of Management and Others in
Certain Transactions 23
Item 8. Legal Proceedings 23
Part II
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters 24
Item 2. Recent Sales of Unregistered Securities 24
Item 3. Description of Securities 24
Item 4. Indemnification of Directors and Officers 24
Part F/S
Item 1. Financial Statements 25
Item 2. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 25
Part III
Item 1. Index to Exhibits 25
Item 2. Description of Exhibits
26
Signatures 25
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Part I
Item 1. Description of Business
QuadXSports.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 make QuadXSports.coms'
financial information equally available to any interested
parties or investors. The Company was originally organized
under the laws of the State of Colorado on May 1, 1996 as
Grand Canyon Ventures Three, Inc. On June 22, 1998 the Company
changed its name to Boraxx Technologies, Inc. (Boraxx). On
March 3, 1999 the Company engaged in a share exchange with
Apex Sports.com, Inc. (Apex), a Nevada Corporation and changed
the name to QuadXSports.com, Inc., see Part III, Amendment
to Articles of Incorporation.
QuadXSports.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
Ski 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.
QuadXSports.com intends to catch the wave as it is cresting to
be in the most favorable position when it breaks.
The objective of QuadXSports.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 web site is being developed to
communicate to all types of stakeholders in this industry.
Owing to the management's huge base of personal connections
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scattered throughout this industry, the web site will provide
rich, unique content to all levels of Extreme Sports
enthusiast.
In addition, QuadXSports.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 QuadXSports.com, investors will finally be
empowered to obtain a stake in this fresh and dynamic new
industry.
Item 2. Management's Discussion and Analysis or Plan of
Operation
The mission of QuadXSports.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 QuadXSports.com's top-flight management
team, the company will position itself as the leader of a
rapidly expanding and enormously profitable market niche.
Industry Analyses
Extreme Sports 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. Extreme Sports to
most is, 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
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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 surpassed $1.25 billion,"
said Lanham, CEO of CARV Industries. "Our research indicates a
continued growth market. The Xtreme 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 in
the 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.
QuadXSports.com is positioned to take advantage of the upsurge
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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, QuadXSports.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.
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
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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
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
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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.
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
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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.
QuadXSports.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 web site.
Strategy
Marketing Plan
QuadXSports.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, sponsomhips, and direct
marketing; as well as recently introduced marketing
measures geared toward driving traffic and purchases
through a portal/e-commerce web site.
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 QuadXSports.com in relation to its industry.
Currant trends in advertising for an Internet company
rely upon name recognition of the site URL (Universal
Residence Locator - in this case,
www.quadxsports.com). QuadXSports.com's advertising
campaign will be carried out in this manner. High-
definition, Iow involvement advertisements am 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 QuadXSports.com.
Advertising will take place on popular, focused
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media such as select television advertising, Extreme
Sports magazines, radio spots, and public venues
(i.e. billboards, etc.).
In addition, QuadXSports.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. QuadXSports.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 web site.
Promotions
The management of QuadXSports.com realizes that top of
mind name brand recognition in the Extreme Sports industry
cannot be achieved through advertising alone. QuadXSports.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 QuadXSports.com.
In this arena, the connections of management with the
key personnel in the Extreme Sports Industry will serve to
position QuadXSports.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 through
registration processes, which typically provide more
information that is typically garnered from a direct mail
database. QuadXSports.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 web site. The end result: an
enhanced level of web traffic at www.quadxsports.com.
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Information Technology Plan
As QuadXSports.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
QuadXSports.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 QuadXSports.com's operational structure will work at peak
efficiency.
QuadXSports.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 QuadXSports.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
QuadXSports.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 QuadXSports.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.
As QuadXSports.com's market share grows, its database
will be faced with a pronounced increase in the amount of
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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.
QuadXSports.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 QuadXSports.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, QuadXSports.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 QuadXSports.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 QuadXSports.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.
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Emphasis on Speed
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 retrieval times
can be radically reduced by routing information requests
through several smaller information archives.
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 QuadXSports.com
Current Acquisitions
In its mission to provide to the public a security that
captures the essence of the Extreme Sports Industry,
QuadXSports.com selects the best and brightest new companies
to add to its family of acquisitions. Currently,
QuadXSports.com has acquired 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 QuadXSports.com, revenues can be
expected to exceed this figure, owing to the co-branding and
brand equity leveraging opportunities inherent to this
arrangement. QuadXSports.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 web sites
of QuadXSports.com and Sk8shop.com. This company was purchased
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as a wholly owned subsidiary of QuadXSports.com as of July
1999.
VK Sports
QuadXSports.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
QuadXSports.com is currently in negotiations with to add to
its set of acquired companies. In each of these cases,
QuadXSports.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.
Rat City
For complete penetration into the Extreme Sports
industry, QuadXSports.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
the same level; however, QuadXSports.com will enhance the
management and logistical elements of this retail outlet and
will provide a market on the Internet for its products,
thereby enhancing sales and profit potential.
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Travel Alternatives
Although Southern California exists as a center of the
Extreme Sports movement, QuadXSports.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
QuadXSports.com's already large selection of items to be
offered on its web site.
Conclusion
QuadXSports.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, QuadXSports.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 April 30, 1999, with respect to
each person known by the Company to own beneficially more than
5% of the Company's outstanding common stock, and the officers
and directors of the Company.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership
<S> <C>
A G EDWARDS AND SON, INC 6,750
1 NORTH JEFFERSON
ST LOUIS MC 63103
AVENGER SOFTBALL, INC 27,000
3290 SOUTH BANNOCK
ENGLEWOOD CO 80110
EARLINE BESHEAR 125,000
4940 COUNTRY LN
EVANVILLE IN 47715
<PAGE>
BEAR STEARNS 10,000
1 METROTECH CENTER NORTH
BROOKLYN NY 11201
LISA K. BRASHER CHILDRENS TRUST 13,500
9 CHERRYMOOR DRIVE
ENGLEWOOD CO 80110
JOHN D. BRASHER, JR 194,000
90 MADISON STREET
SUITE 707
DENVER CO 80206
THE DEPOSITORY COMPANY 1,000
P O BOX 222
BOWLING GREEN STATION
NEW YORK NY 10274
CHARLES SCHWAB & CO INC 5,000
DEAN WITTER REYNOLDS, INC 124,700
5 WORLD TRADE CENTER
NEW YORK, NY 10048
CHERYL DEES 2,700
5671 FERNWOOD DRIVE
ZACHARY, LOUISIANA 70791
CARL DUNCAN 13,500
3290 SOUTH BANNOCK
ENGLEWOOD CO 80110
HOWARD P EFFRON 1,350
123 E 54TH ST, NO. 4D
NEW YORK, NY 10022
FIRST CAPITAL, INC 50,000
FIRST MARATHON SEC. LIMITED 1,000
FIRST CANADIAN PL SUITE 3000
PO BOX 21 TORONTO ONTARIO
MSX1J9
FISERV CORRESPONDENTS
SERVICES, INC. 18,900
ATTN SEC. DEP.
P O BOX 500O
DENVER CO 80217
VIOLET M. FLAGEOLLE 5,400
6820 W. AIRVIEW
LAKEWOOD CO 80232
<PAGE>
LINDA GATEAU 2,700
P O BOX 292
CHAPTICO MD 20621
MARY GAVARINSKI 2,700
308 SMOKERISE BLVD.
LONGWOOD FL 32.779
LARRY GLASCO 1,350
10967 W ARKANSAS AVE
LAKEWOOD CO 80232
SCHERRIE GLASCO 1,350
10967 W. ARKANSAS AVE
LAKEWOOD CO 80232
KEVIN GRACE 991,300
210 6TH ST
HUNTINGTON BEACH CA 92648
ERIC HANSON 5,400
5232 SOUTH EVERETT
LITTLETON CO 80123
WAYNE KARP 50,000
ROBENA KEATLY 13,500
P O BOX 60
VALLEY LEE, MD 20692
PAULA KEETON 6,750
3340 JURA DRIVE
FAYETTEVILLE
NC 28303
THOMAS P O'LEARY 10,000
REESE MCKAY 2,700
P O. BOX 600
VALLEY LEE, MD 20629
D. K. NELSON 54,000
6621 WEST CALHOUN PLACE
LITTLETON, CO 80123
APRIELE NELSON 13,500
2041 3RD ST. SOUTH
ST. PETERSBURG FL 33705
DONNA K NELSON, 13,500
AS CUST. FOR CANDICE
NELSON THE COL. UNIFORM GIFT TO MNR. ACT
6521 WEST CALHOUN PLACE
LITTLETON CO 80123
<PAGE>
J. R. NELSON 194,000
6521 WEST CALHOUN PLACE
LITTLETON CO 80123
LILA NELSON 1,350
P. O. BOX 596
CEDAREDGE, CO 81413
MAYNARD NELSON 2,700
P O BOX 596
CEDAREDGE CO 81413
STANLEY NELSON 2,700
P O BOX 595
CEDAREDGE CO 81413
NORDSTROM, FORBES & LINCOLN 27,000
INCORPORATED
6521 WEST CALHOUN PLACE
LITTLETON CO 80123
GEORGE O'LEARY 10,000
REXCO 587
ASTON SALTER 123,913
3000 NE 51 STREET
LIGHTHOUSE POINT FL 33064
ZOC SALTER 123,912
3000 NE 51 STREET
LIGHTHOUSE POINT FL 33064
SCOTTSDALE SEC INC. 10,000
FRANCES SEATON 1,350
4543 SOUTH GAR WAY
LITTLETON CO 80123
FENTON BEATON 1,350
4543 SOUTH GAR WAY
LITTLETON CO 80123
SPORTS MARKETING INTERNATIONAL LTD. 247,825
1331 SE 14TH COURT
DEERFIELD BEACH FL 33064
IMTIAZ STEPHEN 2,700
6643 SOUTH DOWNING ST
LITTLETON CO 80121
DAPHE THOMAS 2,700
2115 MARIE STREET
ZACHARY LA 70791
<PAGE>
TRANS-AMERICAN ENERGY 247,825
CORPORATION
123 MAIN STREET #304
EVANSVILLE IN 47708
US CLEARING CORP 300
26 BROADWAY
NEW YORK NY 10004
LEONARD WALTER 5,000
7117 BATHURST ST. #207
THORNHILL, ONTARIO L4J2J8
DANA R WEDEL 125,000
1059 S HIAWASSEE #1822
ORLANDO FL 32835
JORDAN T WEDEL 123,913
3900 WOODCASTLE ROAD
EVANSVILLE IN 47711
RICHARD WEDEL 123,912
224 W MAIN STREET, #1
BOONVILLE IN 47601
WILLIAM L. WILSON 27,000
7315 EARNSHAW
SHAWNEE KS 66216
WORLD FINANCING INC 125,000
8666 COMMERCE AVE.
SAN DIEGO CA 92121
YAKIMA CORP 54,000
9 CHERRYMOOR DRIVE
ENGLEWOOD CO 80110
TOTALS 3,352,587
</TABLE>
20
<PAGE>
Item 5. Directors, Executives, Officers and Significant
Employees
The directors and officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Position
- ------------ --------------------
<S> <C>
Kevin Grace President, Chairman
Bonnie Grace Vice President, Administration
Dean Forline Vice President, Marketing
</TABLE>
The management team of QuadXSports.com is imminently
qualified to successfully grow and manage this exciting
venture. All officers have both the qualifications,
experiential backgrounds, and youthful intensity to provide
the commitment of excellence required to make this company a
success.
Kevin Grace
Kevin Grace, the 32-year old President of
QuadXSports.com Inc. grew up in Hermosa Beach Ca. and has been
involved in Extreme Sports since he was 10 years 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, QuadXSports.com.
Kevin developed this company in March of 1999, to bring to the
industry a publicly traded company serving the Extreme Sports
market.
21
<PAGE>
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 Quad X Sports.com's goals for a profitable
future.
Bonnie Grace
Bonnie Grace is the Vice President of QuadXSports.com
and bears the responsibility of monitoring daily operations as
well as the implementation of new ideas to help fine tune the
company. Bonnie joined QuadXSports.com in April of 1999. 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
22
<PAGE>
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.
Dean Forline
Dean Forline arrived at Quad X Sports.com in April of
1999. Dean was brought into the QuadXSports.com family to
implement a successful Internet and retail marketing campaign.
In 1990 Dean headed MMI {get full name}, 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 QuadXSports.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
QuadXSports.com and its business plan. Dean's tasks at the
company include the marketing of online services, retail
storefronts, and investor relations. Dean holds a bachelors
degree in business from Long Beach State University.
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.
23
<PAGE>
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.
24
<PAGE>
Part F/S
Item 1. Financial Statements
The audited financial statements of the Company and related
notes which are included in this offering have been examined
by Crouch, Bierwolf & Chisholm, CPA, and have been so included
in reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.
The following documents are filed as part of this report:
a) Quad X Sports.com, Inc.
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
Consolidated Financial Statements
May 31, 1999
<PAGE>
CONTENTS
Independent Auditors' Report F-3
Consolidated Balance Sheet F-4
Consolidated Statement of Operations F-5
Consolidated Statement of Stockholders' Equity F-6
Consolidated Statement of Cask Flows F-7
Notes to the Consolidated Financial Statements F-8
<PAGE>
CROUCH,BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Quad X Sports.com, Inc.
We have audited the accompanying consolidated balance sheet of
Quad X Sports.com, Inc. (a Development Stage Company) as of
May 31, 1999 and the related consolidated statements of
operations, stockholders' equity and cash flows from inception
on February 10, 1999 through May 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 generally accepted
auditing standards. 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 consolidated financial statements referred
to above present fairly, in all material respects, the
financial position of Quad X Sports.com, Inc. (a Development
Stage Company) as of May 31, 1999 and the results of its
operations and cash flows from inception on February 10, 1999
through May 31, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 2, the Company's operating loss and lack of
working capital raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to
those matters are also described in Note 2. The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Crouch, Bierwolf & Chisholm
- -----------------------------------------
Salt Lake City, Utah
July 14, 1999
F-3
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
Consolidated Balance Sheet
<TABLE>
<CAPTION>
Assets
May 31,
1999
-------------
<S> <C>
Current assets
Cash $ 325
------------
Total Current Assets 325
------------
Property & Equipment, Net (Note 3) 78,072
------------
Other assets
Rent & Utility Deposits 8,545
Other Deposits 10,000
Organization Costs 2,995
- ------------
Total Other Assets 21,540
------------
Total Assets 99,937
------------
------------
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable 13,858
Accrued expenses 44,912
Notes payable - related party (Note 9) 3,186
Current portion of long term liabilities 6,469
-------------
Total Current Liabilities 68,425
-------------
Long Term Liabilities
Notes payable (Note 8) 19,686
Less: current potion (6,469)
Total long term liabilities 13,217
-------------
Total Liabilities 81,642
--------------
Stockholders' Equity
Common Stock, authorized
50,000,000 shares of $.001 par value,
issued and outstanding 3,352,587 3,353
Additional Paid in Capital 200,345
Deficit Accumulated During the
Development Stage (185,403)
Total Stockholders' Equity 18,295
--------------
Total Liabilities and Stockholders' Equity $ 99,937
--------------
--------------
</TABLE>
The accompanying notes are an integral part of these financial
statements
F-4
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
Consolidated Statement of Operations
<TABLE>
<CAPTION>
From inception on
February 10, 1999
through
May 31,
1999
-----------------
<S> <C>
Revenues $
Expenses
General and administrative 173,778
--------------
Total Expenses 173,778
--------------
Other Income (Expense)
Interest expense (225)
Bad debt expense (11,400)
--------------
Total Other Income (Expense) (11,625)
--------------
Net Loss $ (185,403)
--------------
--------------
Net Loss Per Share $ (.07)
--------------
--------------
Weighted average shares outstanding 2,516,353
--------------
--------------
</TABLE>
The accompanying notes are an integral part of these financial
statements
F-5
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
Consolidated Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Common Stock
Shares Amount
---------- ----------
<S> <C> <C>
Balances at
February 10, 1999 - $ -
Reverse acquisition for
accounting purposes
of Boraxx Technologies, Inc 2,700,000 2,700
Stock issued for cash at $2.00
per share 100,000 100
Stock issued for services at
$1.20 per share 2,587 3
Stock issued for cash at $.01
per share 550,000 550
Net loss for the period ended
May 31, 1999 - -
---------- ----------
Balance, May 31, 1999 3,352,587 $ 3,353
---------- ----------
---------- ----------
Deficit
Accumulated
Additional During the
paid-in Development
capital Stage
---------- ----------
<S> <C> <C>
Balances at
February 10, 1999 - $ -
Reverse acquisition for
accounting purposes
of Boraxx Technologies, Inc (2,655) -
Stock issued for cash at $2.00
per share 199,900 -
Stock issued for services at
$1.20 per share 3,100 -
Stock issued for cash at $.01
per share - -
Net loss for the period ended
May 31, 1999 - (185,403)
---------- ----------
Balance, May 31, 1999 $ 200,345 $(185,403)
---------- ----------
---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial
statements
F-6
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
From inception on
February 10, 1999
through
May 31,
1999
-----------------
<S> <C>
Cash Flows form Operating
Activities
Net loss $ (185,403)
Adjustments to reconcile
net loss to net cash
provided by operations:
Stock for services 3,103
Depreciation & Amortization 2,190
Bad debt expense 11,400
Increase in payables 13,858
Increase in accrued expenses 44,912
-----------------
Net Cash (Used) Provided by
Operating Activities (109,940)
-----------------
Cash. Flows from Investment
Activities:
Purchase of Equipment (80,138)
Cash paid for Deposits (29,945)
Cash paid for organizational casts (3,100)
-----------------
Net Cash (Used) Provided by
Investing Activities (113,183)
-----------------
Cash Flows from Financing
Activities:
Issued common stock for cash 200,550
Cash received from debt financing 31,742
Principal payments on long term debt (8,844)
-----------------
Net Cash (Used) Provided by
Financing Activities 223,448
-----------------
Net increase (decrease) in cash 325
Cash, beginning of year -
-----------------
Cash, end of year $ 325
-----------------
-----------------
</TABLE>
The accompanying notes are an integral part of these financial
statements
F-7
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
Notes to the Financial Statements
May 31, 1999
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Quad X Sports.com, Inc. (the Company) was organized under the
laws of the State of Colorado on May 1, 1996 as Grand Canyon
Ventures Three, Inc. On June 22, 1998 the Company changed its
name to Boraxx Technologies, Inc. (Boraxx). On March 3, 1999
the Company engaged in a share exchange with Apex Sports.com,
Inc. (Apex) and changed the name to Quad X Sports.com, Inc.
The share exchange with Apex, a Nevada corporation organized
February 10, 1999, was accounted for as a reverse acquisition,
therefore all historical financial reformation is that of the
accounting survivor being Apex. The Company issued 2,700,000
common shares in exchange for 100 percent of the outstanding
stock of Apex. The Company is currently engaged in the
development and acquisition of operating companies in the
extreme sports industry (i.e. snowboards, skateboards,
apparel).
b. Accounting Method
The Company recognizes income and expenses on the accrual
basis of accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based
on the weighted average number of shares outstanding at the
date of the financial statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with
maturities of three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net
operating loss carry forwards totaling approximately $185,403
that will be offset against future taxable income. These NOL
carry forwards begin to expire in the year 2014. No tax
benefit has been reported in the financial statements because
the Company believes there is a 50% or greater chance the
carry forward will expire unused.
<TABLE>
<CAPTION>
Deferred tax assets and the valuation account is as follows at
May 31, 1999.
<S> <C>
Deferred tax asset:
NOL carry forward $ 63,000
Valuation allowance (63,000)
-----------
Total $ -
-----------
-----------
</TABLE>
f. Organization Costs
Organization expenses are recorded at cost and are being
amortized on a straight line basis over five years.
g. Principles of Consolidation
These financial statements include the books of Boraxx
Technologies, Inc and its wholly owned subsidiary Apex
Sports.com, Inc. All intercompany transactions and balances
have been eliminated in tile consolidation.
F-8
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
Notes to the Financial Statements
May 31, 1999
NOTE 1 - Summary of Significant Accounting Policies
(continued)
h. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect reported amounts
of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and
expenses during the reporting period. In these financial
statements, assets, liabilities and expenses involve extensive
reliance on management's estimates. Actual results could
differ from those estimates.
NOTE 2 - Going Concern
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern The
Company has few assets and no operations and is dependent upon
financing to continue operations. The financial statements do
not include any adjustments that might result from the outcome
of this uncertainty. It is management's plan to continue
pursuing operating companies to merge with, thus creating
necessary operating revenue.
NOTE 3 - Property and Equipment
<TABLE>
<CAPTION>
Property and Equipment consists of the following at May 31,
1999:
<S> <C>
Furniture & Fixtures $ 30,704
Automobile 46,234
Leasehold improvements 3,200
Accumulated Depreciation (2,066)
---------------
Total Property & Equipment $ 78,072
---------------
---------------
</TABLE>
NOTE 4 - Development Stage Company
The Company is a development stage company as defined in
Financial Accounting Standards Board Statement No. 7. It is
concentrating substantially all of its efforts in raising
capital and defining its business operation in order to
generate significant revenues.
NOTE 5 - Related Party Transactions
The president loaned the Company $11,742 during the period
ended May 31, 1999. The Company made payments toward the loan
of $8,556. The note is non-interest bearing, unsecured, and
due within one year. The balance of the note at May 31, 1999
is $3,186.
NOTE 6- Equity
During the period ended May 31, 1999, the Company issued
2,700,000 shares of common stock for 100 percent of the
outstanding stock of Apex. However, these financial statements
show an adjustment to bring the shares from Apex's history to
Quad X's issued and outstanding shares.
During March 1999, the Company issued 550,000 shares of common
stock for cash of $550.
During March 1999, the Company issued 2,587 shares of common
stock for services valued at $3,103.
During March 1999, the Company issued 100,000 shares of common
stock for cash of $200,000.
F-9
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
Notes to the Financial Statements
May 31, 1999
NOTE 7 - Commitments and Contingencies
On April 12, 1999 the Company committed to an operating lease
of office space. The lease requires the Company to pay monthly
rent of $5,030 and expires June 16, 2000.
<TABLE>
<CAPTION>
NOTE 8 - Notes Payable
<S> <C>
Notes payable are detailed as follows: May 31,
1999
--------------
Note payable to a corporation, for an
automobile, bears interest at 13.25%,
payments due monthly of $539.06 through
May 2003 $ 19,686
--------------
Total Notes Payable $ 19,686
--------------
Less current portion $ (6,469)
--------------
Net Long Term Liabilities $ 13,217
--------------
</TABLE>
<TABLE>
<CAPTION>
Future minimum principle payments on notes payable are as
follows at May 31, 1999:
<S> <C>
1999 2,871
2000 4,922
2001 4,922
2002 4,922
2003 2,049
----------
Total Notes Payable $19,686
----------
----------
</TABLE>
NOTE 9 - Notes Payable - Related Party
<TABLE>
<CAPTION>
Notes payable - related party are detailed as follows:
<S> <C>
Notes payable to the president of the
Company, non-interest bearing, due
within on year and unsecured 3,186
-----------
Total Notes Payable - Related Party $ 3,186
-----------
-----------
F-10
<PAGE>
Item 2. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
None--Not Applicable
Part III
Item 1. Index to Exhibits
</TABLE>
<TABLE>
<CAPTION>
Exhibit
Number Title
- -------- ------
<S> <C>
3.2 Amendment to Articles of Incorporation
3.3 Articles of Merger
</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.
Quad X Sports.com, Inc.
(Registrant)
Date: October 8, 1999 By: /s/ Kevin Grace
-----------------------
Kevin Grace
President
25
<PAGE>
Item 2. Description of Exhibits
AMENDMENT TO ARTICLES OF INCORPORATION
OF
Apex Sports.com, Inc.
(after payment of capital and issuance of stock)
We the Undersigned, officers of Apex Sports.com, Inc. ("the
Corporation") hereby certify:
1
The Board of Directors of the Corporation at a meeting
of duly convened and held on February 15, 1999 adopted a
resolution to amend the Articles of Incorporation as
Originally filed on or about February 10, 1999.
2
ARTICLE I NOW READS: The name of the Corporation is Apex
Sports.com, Inc.
ARTICLE I IS AMENDED TO READ:
The name of the Corporation is Quad X Sports.com, Inc.
The effect of this amendment is to change the Corporate Name.
3
ARTICLE IV NOW READS: The corporation shall have authority to
issue and aggregate of 50,000,000 shares of common voting
equity stock of par value one mil ($0.0001) per share, and no
other class or classes of stock, for a total capitalization of
$5,000. The corporation's capital stock may be sold from time
to time for such consideration as may be fixed by the Board of
Directors, provided that no consideration so fixed shall be
less than par value.
ARTICLE IV IS AMENDED TO READ: The corporation shall have
authority to issue an aggregate of 60,000,000 shares of two
classes of common voting equity stock of par value one mil
($0.0001) per share, and no other class or classes of stock,
for a total capitalization of $6,000: Class-A Common Equity
Voting Stock ("Common Stock"), 50,000,000 share; and Class-B
Preferred Equity Non-Voting Stock ("Preferred Stock"),
10,000,000 shares. The corporation's capital stock may be sold
from time to time for such consideration as may be fixed by
the Board of Directors, provided that no consideration so
fixed shall be less then par value.
The effect of this amendment is to change the authorized
capital of the corporation.
<PAGE>
AMENDMENT TO ARTICLES OF INCORPORATION OF
Apex Sports.com, Inc.
Page 2
4
The number of shares of the Corporation outstanding and
entitled to vote on an amendment to the Articles of
Incorporation is 2,700,000: and the foregoing changes and
amendment have been consented to and approved by unanimous
consent of the stockholders holds entitled to vote thereon.
/s/ Kevin Grace
-----------------------
PRESIDENT AND SECRETARY
California All Purpose Certificate of Acknowledgment
State of California
County of Orange
On this the 4th day of March 1999, before me, Sharon
Bradshaw a notary Public for the State of California,
personally appeared Kevin Grace
(X) personally known to me OR
( ) proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their
signature(s) the instrument the person(s), or the
entity upon behalf of which the person(s) acted,
executed the instrument.
Witness my hand and official seal.
/s/ Sharon Bradshaw
- ------------------------ ------------------------
Notary's Signature Official Seal
ARTICLES OF MERGER
BY WHICH
Boraxx Technologies, Inc.
(A COLORADO CORPORATION)
SHALL MERGE INTO AND BECOME
Quad X Sports.com, Inc.
(a Nevada corporation)
First, the Plan of Reorganization and Acquisition:
(1) That certain PLAN OF REORGANIATION AND ACQUISITION,
dated March 3, 1999, is attached hereto and incorporated
herein by this reference as though fully set forth herein.
Second, information re Shareholder Action:
(2) The Plan was adopted by thc Board of Directors of the
Colorado Company on February 15, 1999, following Shareholder
approval, by unanimous consent of the 2,700,000 shareholders
of record. Further, the former shareholders, management,
control and business are unchanged by the merger, and the
merger effects a of situs of the predecessor. The Nevada
corporation had no shares issued or outstanding before the
exchange pursuant to the merger. (Nevada: NRS 78.454)
Third, Corporate Authority:
(3) The PLAN OF REORGANIZATION AND ACQUISITION and the
performance of the terms of the PLAN OF REORGANIZATION AND
ACQUISITION. by the each and all of the parties and entities
mentioned in the PLAN OF REORGANIZATION AND ACQUISITION were
duly authorized by all action required by the laws under which
each was incorporated or organized and by its constituent
documents, to which representation each of the undersigned
duly certifies and attests.
Fourth, Effective Date:
(4) The exchange shall become effective at the earliest date
provided or allowed by law, and not later than certification
by each applicable State Official of that this document has
been accepted for filing and filed.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
SIGNATURES APPEAR ON THE FOLLOWING PAGE OR PAGES
<PAGE>
ARTICLES OF EXCHANGE Page 2
Boraxx Technologies, Inc. and
Quad X Sports.com, Inc.
Fifth Signing:
(5) These Article of Exchange are signed by the duly
authorized Officers of the each applicable entity as follows:
Boraxx Technologies, Inc. Quad X Sports.com, Inc.
(A COLORADA CORPORATION) (A NEVADA CORPORATION)
by /s/ Kevin Grace by /s/ Kevin Grace
----------------- ------------------
PRESIDENT, DIRECTOR PRESIDENT, DIRECTOR
by /s/ J. R. Nelson by /s/ Kevin Grace
------------------ -------------------
SECRETARY, DIRECTOR SECRETARY, DIRECTOR
ACKNOWLEDGMENT
STATE OF COLORADA )
) SS
COUNTY OF DENVER )
I HEREBY CERTIFY that before me, a Notary Public duly
commissioned and qualified in and for the above jurisdiction,
personally came and appeared J. R. Nelson, the Secretary,
Director of Boraxx Technologies, Inc., who after being duly
sworn declared that he executed the foregoing Article of
Exchange as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
on March 9, 1999.
/s/ Elizabeth Grosse
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Official Seal
