UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
AMENDMENT NO. 2
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
- ---------------------------
(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
- --------------------------- ------------------------------
- --------------------------- ------------------------------
SECURITIES TO BE REGISTERED UNDER SECTION 12 (g) OF THE ACT:
Common Stock - .001 Par Value
------------------------------
(TITLE OF CLASS)
<PAGE>
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.
<PAGE>
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 15
Item 4. Security Ownership of Management and
Others and Certain Security Holders 15
Item 5. Directors, Executives, Officers and
Significant Employees 18
Item 6. Remuneration of Directors and
Executive Officers 19
Item 7. Interest of Management and Others in
Certain Transactions 19
Item 8. Legal Proceedings 19
Part II
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters 19
Item 2. Recent Sales of Unregistered Securities 19
Item 3. Description of Securities 19
Item 4. Indemnification of Directors and Officers 20
Part F/S
Item 1. Financial Statements 21
Item 2. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 21
Part III
Item 1. Index to Exhibits 21
Item 2. Description of Exhibits 21
Signatures 21
<PAGE>
Part I
Item 1. Description of Business
QuadXSports.com, Inc., [Read Quadxsports "dot" com] a
developmental stage company, hereinafter referred to as "the
Company", is filing this Form 10-SB on a voluntary basis in
order to make its 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
The above - listed sports as well as others not listed,
will be hereafter referred to as "ESI".
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 all indications are that they will
continue to get hotter.
The Companies objective 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.
<PAGE>
Owing to the management's huge base of personal connections
scattered throughout this industry, the web site will provide
rich, unique content to all levels of Extreme Sports
enthusiasts.
In addition, the Company will execute an in-depth
development and acquisition plan that will open, acquire,
unite, manage, and integrate a network of internet - based
"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 ("ESI")
ESI represents the activities, ideas, and most
importantly, the people involved in Extreme Sports. While most
of the Extreme Sports have been around for decades, many 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,
reports that 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
<PAGE>
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 Magazine]
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 ESI 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 ESI 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 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,
<PAGE>
and a comprehensive marketing effort, the Company is poised to
become the market leader in the 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 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.
<PAGE>
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 to 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."
<PAGE>
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
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
<PAGE>
to all parties, streamlining organizations and cutting out
capital waste.
QuadXSports.com is positioned to take advantage of the
growth and opportunities afforded by the internet 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, sponsorships, 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 the Company 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).
The Companies 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 QuadXSports.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, the Company 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 now being implemented
on a large scale. QuadXSports.com's Internet advertising
campaign will rely on the effectiveness of vector graphics
<PAGE>
from its inception, dramatically garnering an excessive number
of hits to the company's web site. ("Hits" - or visits, are
the way the value of a web site is established).
Promotions
The management of the Company realizes that top-of-mind
name brand recognition in the ESI 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 the
Company.
In this arena, the connections of management with the
key personnel in the ESI 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. The Company'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.
Information Technology Plan ["IT"]
As the Company 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 the Company'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
<PAGE>
to maintain a high level of technological sophistication
without the costs.
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 the Company. 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
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
security 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 the Company'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.
<PAGE>
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.
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
<PAGE>
captures the essence of the ESI, QuadXSports.com selects the
best and brightest new companies to add to its family of
acquisitions. Currently, QuadXSports.com is negotiating to
acquire several companies, and plans to add them by the end of
the year.
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 negotiations to acquire VK Sports a
distributor of Extreme Sports equipment, apparel and
accessories indicates its desire to enter into the market at
this level. VK Sports distributes over 3,600 products to over
100 retail outlets and stores nationwide.
Since 1975, VK Sports has tapped into the ESI 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 letter of intent has been signed,
and should finalize a formal acquisition by the end of 1999.
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 ESI, the Company'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. While revenues have not been earned at
the same level, 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.
Travel Alternatives
<PAGE>
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 traditional brick and mortar retail outlet.
With an estimated $180,000 in revenues for 1999 and a highly
diversified product line, Travel Alternatives will bolster
the Company'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 offer
shareholders a legitimate security tied intimately
with the Extreme Sports Industry.
Item 3. Description of Property
None at this time.
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 July 20, 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>
STOP TRANSFER-PRESIDENTIAL REQUEST 375,000
AVENGER SOFTBALL, INC 27,000
3290 SOUTH BANNOCK
ENGLEWOOD CO 80110
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
DR. WAYNE KARP 22,000
<PAGE>
THE DEPOSITORY COMPANY 314,387
P O BOX 222
BOWLING GREEN STATION
NEW YORK NY 10274
DAVID DRISKELL 10,000
CARL DINCAN 13,500
3290 SOUTH BANNOCK
ENGLEWOOD CO 80110
HOWARD P EFFRON 1,350
123 E 54TH ST, NO. 4D
NEW YORK, NY 10022
VIOLET M. FLAGEOLLE 5,400
6820 W. AIRVIEW
LAKEWOOD CO 80232
LINDA GAUEAU 2,500
PO BOX 292
CHAPTICO MD 20621
MARY GAVARINSKI 2,700
308 SMOKERISE BLVD
LONGWOOD FL 32779
LARRY GLASCO 1,350
10967 W ARKANSAS AVE
LAKEWOOD CO 80232
SCHERRIE GLASCO 1,350
10967 W ARKANSAS AVE
LAKEWOOD CO 80232
KEVIN GRACE 949,300
210 6TH ST
HUNTINGTON BEACH CA 92648
ERIC HANSON 5,400
5232 SOUTH EVERETT
LITTLETON CO 80123
WILLIAM C KEDERSHA 1,500
180 WOODS END DR
LITTLE SIVER NJ 07739
REESE MCKAY 2,700
P O. BOX 600
VALLEY LEE, MD 20629
D. K. NELSON 54,000
6621 WEST CALHOUN PLACE
LITTLETON, CO 80123
<PAGE>
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
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
NATHAN RODSTEIN 10,000
ASTON SALTER 123,913
3000 NE 51 STREET
LIGHTHOUSE POINT FL 33064
ZOC SALTER 123,912
3000 NE 51 STREET
LIGHTHOUSE POINT FL 33064
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. 260,825
1331 SE 14TH COURT
DEERFIELD BEACH FL 33064
IMTIAZ STEPHEN 2,700
6643 SOUTH DOWNING ST
LITTLETON CO 80121
<PAGE>
TRANS-AMERICAN ENERGY 247,825
CORPORATION
123 MAIN STREET #304
EVANSVILLE IN 47708
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
YAKIMA CORP 54,000
9 CHERRYMOOR DRIVE
ENGLEWOOD CO 80110
</TABLE>
TOTALS 3,352,587
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
Bonnie Grace Director
</TABLE>
The management team is 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
<PAGE>
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.
Mr. 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.
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
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.
Item 6. Remuneration of Directors and Executive Officers
Salaries
Kevin Grace $8000 a month
Bonnie Grace $4000 a month
G. Ivan Connelly $4000 a month
Dean Forline $2000 a month
<PAGE>
Item 7. Interest of Management and Others in
Certain Transactions
None.
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.
Unknown at this time.
Item 2. Recent Sales of Unregistered Securities.
None.
Item 3. Description of Securities.
Common Stock.
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
<PAGE>
The audited financial statements of the Company and related
notes which are included in this offering have been examined
by James E. Slayton, 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)
FINANCIAL STATEMENTS
August 31, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEET - ASSETS F-2
BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S EQUITY F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5
STATEMENT OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
1-330-864-3553
INDEPENDENT AUDITORS' REPORT
Board of Directors November 9, 1999
Quad X Sports.com, Inc. (The Company)
Las Vegas, Nevada 89109
I have audited the Balance Sheet of Quad X Sports.com,
Inc. (A Development Stage Company) as of August 31, 1999, and
the related Statements of Operations, Stockholders' Equity and
Cash Flows for the period February 10, 1999 (Date of Inception)
to August 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I 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
statement presentation. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the 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 August 31, 1999, and the results of its
operations and cash flows for the period February 10, 1999
(Date of Inception) to August 31, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 3 to the financial statements, the Company
has had limited operations and has not generated significant
revenues from planned principal operations. This raises
substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also
described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
/s/ James E. Slayton
- -------------------------
James E. Slayton, CPA
Ohio License ID# 04-1-15582
<PAGE>
Quad X Sports.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT
August 31, 1999
<TABLE>
<CAPTION>
ASSETS
ASSETS
CURRENT ASSETS
<S> <C>
Cash 3,496.00
-------------
Total Current Assets 3,496.00
PROPERTY AND EQUIPMENT
Property and Equipment(net of
depreciation) 76,522.00
-------------
Total Property and Equipment 76,522.00
OTHER ASSETS
Rent and Utility Deposits 8,545.00
Other Deposits 11,000.00
Organizational Costs 2,995.00
-------------
Total Other Assets 22,540.00
-------------
TOTAL ASSETS $102,558.00
-------------
-------------
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE>
Quad X Sports.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT
August 31, 1999
LIABILITIES & EQUITY
<TABLE>
<CAPTION>
CURRENT LIABILITIES
<S> <C>
Accounts Payable 30,863.00
Accrued Expenses 44,912.00
Notes payable - related party 43,186.00
Current portion of long term liabilities 6,469.00
-------------
Total Current Liabilities 120,495.00
LONG TERM LIABILITIES
Notes Payable 216,143.00
Less: current portion (6,469.00)
-------------
Total Long Term Liabilities 210,674.00
EQUITY
Common Stock, $0.001 par value,
authorized 50,000,000 shares;
issued 3,352,587 3,353.00
Additional Paid in Capital 200,345.00
Donated Capital 0.00
Retained Earnings (Deficit
accumulated during development stage) (436,244.00)
-------------
Total Stockholders' Equity (232,546.00)
-------------
TOTAL LIABILITIES & OWNER'S EQUITY $102,558.00
-------------
-------------
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE>
Quad X Sports.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR PERIOD
February 10, 1999 (Date of Inception) to August 31, 1999
<TABLE>
<CAPTION>
REVENUE
<S> <C>
Services 135,806.00
COSTS AND EXPENSES
Selling, General and Administrative 559,761.00
-------------
Total Cost and Expenses 559,761.00
-------------
Other Income (Expense):
Interest expense (889.00)
Bad debt expense (11,400.00)
-------------
Total Other Income (Expense) (12,289.00)
Net Ordinary Income or (Loss) (436,244.00)
-------------
-------------
Weighted average number of
common shares outstanding 2,516,353
Net Loss Per Share -0.17
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
Quad X Sports.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
February 10, 1999 (Date of Inception) to August 31, 1999
<TABLE>
<CAPTION>
Common
Stock
Shares Amount
--------------------------------
<S> <C> <C>
Balances at
February 10, 1999 0.00
Reverse
acquisition for
accounting
purposes of Boraxx 2,700,000 2,700.00
Technologies, Inc.
Stock issued for
cash at $2.00 per 100,000 100.00
share
Stock issued for
services at $1.20 2,587 3.00
per share
Net loss
February 10, 1999
(inception) to
August 31, 1999
--------------------------------
Balances as at
August 31, 1999 3,352,587 $3,353.00
--------------------------------
--------------------------------
</TABLE>
<TABLE>
<CAPTION>
Additional
paid-in Donated
capital Capital
--------------------------------
<S> <C> <C>
Balances at
February 10, 1999 0.00
Reverse
acquisition for
accounting
purposes of Boraxx (2,655.00) 0.00
Technologies, Inc.
Stock issued for
cash at $2.00 per 199,900.00
share
Stock issued for
services at $1.20 3,100.00
per share
Net loss
February 10, 1999
(inception) to
August 31, 1999
--------------------------------
Balances as at
August 31, 1999 $200,345.00 $0.00
--------------------------------
--------------------------------
</TABLE>
<TABLE>
<CAPTION>
Deficit
accumulated
during Total
development Stockholder's
stage Equity
--------------------------------
<S> <C> <C>
Balances at
February 10, 1999 0.00
Reverse
acquisition for
accounting
purposes of Boraxx 45.00
Technologies, Inc.
Stock issued for
cash at $2.00 per 200,000.00
share
Stock issued for
services at $1.20 3,1030.00
per share
Net loss
February 10, 1999
(inception) to
August 31, 1999 436,244.00 436,244.00
--------------------------------
Balances as at
August 31, 1999 $436,244.00 ($232,546.00)
--------------------------------
--------------------------------
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE>
Quad X Sports.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR PERIOD
February 10, 1999 (Date of Inception) to August 31, 1999
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C>
Net (loss) from operations $(436,244.00)
Adjustments to reconcile net income to
net cash provided
Services for stock 3,103.00
Depreciation Expense 3,740.00
Bad Debt Expense 11,400.00
Increase in Payables 30,863.00
Increase in accrued expenses 44,912.00
-----------
Net Cash provided by Operating
Activities (342,226.00)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment 80,138.00
Cash paid for deposits 19,545.00
Cash paid for organization costs 3,100.00
-----------
Net cash used by investing activities (102,783.00)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 200 550.00
Cash received from debt financing 258,741.00
Principal payments on long term debt (10,461.00)
-----------
Net cash provided by financing
activities 448,830.00
Net increase (decrease) in cash 3,821.00
Balance at beginning of period 0.00
Balance as at end of period 3,821.00
</TABLE>
See accompanying notes to financial statements
F-6
<PAGE>
Quad X Sports.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
November 9, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
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 information 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).
During March 1999, the Company issued 550,000 shares of common
stock for cash of $550.00.
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.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined
except as follows:
1. The Company uses the accrual method of accounting.
2. The Company's cost of organization was recorded at cost
and are being amortized on a straight line basis over five
years.
3. Basic earnings per share is computed using the weighted
average number of shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding
payment of dividends. No dividends have been paid since
inception.
5. The cost of equipment is depreciated over the estimated
useful life of the equipment utilizing the straight line
method of depreciation. The amount of depreciation recorded
during this period was $3,616.00.
F-7
<PAGE>
Quad X Sports.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
November 9, 1999
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES - CONTINUED
6. The Company experienced losses for its first operating
period February 10, 1999 (Date of inception) to August 31,
1999. The Company will review its need for a provision for
federal income tax after each operating quarter and each
period for which a statement of operations is issued. The
Company's net operating loss totals approximately $436,244.00
that will be offset against future income. No tax benefit has
been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward
will expire unused.
7. The Company has adopted December 31 as its fiscal year
end.
8. The Company records its inventory at cost.
9. The preparation of financial statements in conformity with
generally accepted accounting principles requires that
management make estimates and assumptions which affect the
reported amounts of assets and liabilities as at the date of
the financial statements and revenues and expenses for the
period reported. Actual results may differ from these
estimates.
10. The Company's Statement of Cash Flows is reported
utilizing cash(currency on hand and demand deposits) and cash
equivalents( short-term, highly liquid investments). The
Company's Statement of Cash Flows is reported utilizing the
indirect method of reporting cash flows.
11. These financial statements include the books of Boraxx
Technologies, Inc and its wholly own subsidiary Apex Sports.
Como, Inc. All intercompany transactions and balances have
been eliminated in the consolidation.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company has not generated significant revenues
from its planned principal operations. Without realization of
additional capital, it would be unlikely for the Company to
continue as a going concern.
F-8
<PAGE>
Quad X Sports.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
November 9, 1999
NOTE 4 - RELATED PARTY TRANSACTION
Office services are provided without charge by a director.
Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business
activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in
selecting between the Company and their other business
interests. The Company has not formulated a policy for the
resolution of such conflicts.
The president loaned the Company $0,495.00 to Quad X
Sports.com, Inc. to pay operating expenses of Quad X
Sports.com, Inc.. This is being carried as accounts payable
as it is considered a trade payable. There were no
intercompany eliminations required as a result of these
transactions.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock.
NOTE 6 - YEAR 2000 ISSUE
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date-
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using year
2000 dates is processed. In addition, similar problems may
arise in systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000
issue may be experienced before on, or after January 1, 2000
and if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems
failure which could affect an entity's ability to conduct
normal business operations. It is not possible to be certain
that all aspects of the Year 2000 issue affecting the entity,
including those related to the efforts of customers,
suppliers, or other third parties will be fully resolved.
NOTE 7 - LONG TERM COMMITMENTS AND CONTINGENCIES
The Company neither owns or leases any real or personal
property. Office services are provided without charge by a
director. Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein.
The officers and directors of the Company are involved in
other business activities and may, in the future, become
involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face
a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy
for the resolution of such conflicts.
F-9
<PAGE>
Quad X Sports.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
November 9, 1999
NOTE 8 - NOTES PAYABLE
Notes Payable are detailed as follows: August 31, 1999
Note payable to a corporation, for an automobile,
bears interest at 13.25% payments due monthly of
$539.066 through May 2003. $19,686
Convertible Notes Payable, for cash, bears interest
at 12%. No payments due for one year. The notes
may be converted to common stock at the rate of $1
of debt per share of common stock issued. $196,447
Total Notes Payable $216,143
Less current portion $6,469
Net Long Term Liabilities $210,674
Future minimum payments on notes payable are as follows at
August 31, 1999:
1999 1,371
2000 201,369 (196.448 in cash or common stock)
2001 4,922
2002 4,922
2003 2,049
Total Notes Payable $216,143
NOTE 8 - NOTES PAYABLE -RELATED PARTY
Notes payable - related party are detailed as follows:
Note payable to the president of the Company,
non-interest bearing, due within one year and
unsecured $43,186
Total Notes Payable-Related Party $43,186
F-10
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
To Whom It May Concern: November 9, 1999
The firm of James E. Slayton, Certified Public Accountant
consents to the inclusion of my report of August 31, 1999, on
the Financial Statements of Quad X Sports.com, Inc. from the
inception date of February 10, 1999 through August 31, 1999,
in any filings that are necessary now or in the near future to
be filed with the U. S. Securities and Exchange Commission.
Professionally,
/s/ James E. Slayton
- -------------------------
James E. Slayton, CPA
Ohio License ID # 04-1-15582
<PAGE>
Item 2. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
None--Not Applicable
Part III
Item 1. Index to Exhibits
Exhibit
Number Title
- -------- ------
3.2 Amendment to Articles of Incorporation
3.3 Articles of Merger
3.4 By Laws
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: November 11, 1999 By: /s/ Kevin Grace
-----------------------
Kevin Grace
President
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
- --------------------
- --------------------
Official Seal
QUAD X SPORTS.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 may 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
Nevada for any given year upon 90 days notice to the
shareholders. Special meetings may be held within or without
of the State of Nevada, 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.
