UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10 - SB
AMENDMENT NO. 3
AS FILED APRIL 7, 2000
GENERAL FORM FOR REGISTRATION OF SECURITIES
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)
Any correspondence on this registration statement should be directed to
Brian Dvorak at Globalwide Investment Co. by fax: (702) 794-4532 and by mail
at: 3450 E Russell Rd
Las Vegas, Nevada 89120
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
QUADXSPORTS.COM, INC.
TABLE OF CONTENTS
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 12
Item 4. Security Ownership of Management and
Others and Certain Security Holders 13
Item 5. Directors, Executives, Officers and
Significant Employees 13
Item 6. Remuneration of Directors and
Executive Officers 14
Item 7. Interest of Management and Others in
Certain Transactions 15
Item 8. Legal Proceedings 15
Part II
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters 15
Item 2. Recent Sales of Unregistered Securities 15
Item 3. Description of Securities 15
Item 4. Indemnification of Directors and Officers 15
Part F/S
Item 1. Financial Statements 15
Item 2. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 16
Part III
Item 1. Index to Exhibits 16
Item 2. Description of Exhibits 16
Signatures 16
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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 held in June and July of 1999 (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 Company's 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.
Owing to the management's huge base of personal connections, listed as
exhibit 99 in the exhibits below, 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.
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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
according to The Affinity Market Research Group in Costa Mesa,
California.
The pursuits that are becoming more popular have one thing in common: the
perception that they are somehow more challenging than a game of touch
football. "Every human being with two legs, two arms is going to wonder how
fast, how strong, how enduring he or she is," says Eric Perlman, a
mountaineer and filmmaker specializing in extreme sports. "We are designed to
experiment or die." [Time 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
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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.
The competition in this area of business comes from such companies as
S.S.S. (surf, skate, snow), South Shore distribution, Eastern distribution,
High Output distribution, Quicksilver Inc., Billabong USA Inc. Each of these
companies have an outstanding reputation in the extreme sports arena and are
starting to make there presence known via the internet as of the last few
years. The Company intends to take a thriving industry that has room for new
innovative ideas and put a solid organization of companies at the forefront
of the extreme sports market.
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, 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)
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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.
The following data has been provided by Affinity Market Research Group of
Costa Mesa, California.
Small businesses that use the Internet have grown 46% faster than those that
do not (American City Business Journals).
Forty-four percent of U.S. companies are selling online. An additional 36%
affirm that they will do so by the end of 1999.
Internet advertisement revenues topped $1.92 billion in 1998, resulting in a
100% growth factor from the previous year.
The Small and Home Office (SOHO) Industry expended over $51 billion online
purchasing technology goods.
Countries outside of the United States have traditionally fallen behind the
nation that built the Internet, but Internet access outside the United States
is expanding on a dramatic basis. To this point, there were more Internet
users in the United States than in all other countries combined. By the end
of 1999, this characteristic is projected to change, as the growth of
Internet access within the U.S. lessens, while other countries' access growth
is project to increase substantially. Again, the largest sector of this
Internet access growth is anticipated to be in the home.
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.
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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."
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
The issue of taxation for E-commerce is one that will effect this business
once it has been decided in government. 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.
Another effect that government may have on this industry could be the
issue of safety which could potentially boost the revenues because of the
need for safety gear (helmets, pads, guards). Product liability could also be
a potential issue to be addressed if government decides to regulate any of the
products that are manufactured or distributed by the Company.
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Economic Trends
As markets spread to cover the globe, and as commerce continues to increase
on the Internet, the risk of downturns in local economies is lessened due to
the inherent communicability of e-commerce to find and capitalize upon the
existence of substitutes. In this fashion, e-commerce is thought by many
economists to be an equalizer to world economies, by minimizing the damage to
the global community if scarcity or other adverse conditions occur in various
sectors of the world market.
Findings
The Electronic Commerce Industry's attractiveness to all players in the world
market cannot be understated. In addition to providing merchants with a huge
base of customers, and providing to consumers increased customer
responsiveness, e-commerce serves to provide a value-added level of
information to all parties, streamlining organizations and cutting out
capital waste.
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
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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. ("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.
The intent for the promotional department of the Company has begun through
the distribution of stickers and clothing at local Orange and LA county
events such as the Long Beach Grand Prix April of 2000 and the Vans Triple
Crown of Skateboarding event in November of 1999 the push for promotion will
include the presence of QuadX sponsorship of professional athletes in the
skateboarding and snow boarding arena. The extended plan of the Company is
not yet determined in detail although management feel that promotional and
sponsorship efforts will be an intricate part of the Company for the duration
of the existence of QuadX as a company.
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
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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.
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.
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
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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 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.
Proposed Acquisitions
None at this time.
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
The Company currently operates out of office spaces in Long Beach,
California, which is being provided free of charge by a director of the
Company. The Company has no ownership or tenancy rights in the property.
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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 January 18, 2000, with respect to each person known by the
Company to own beneficially more than 5% of the Company's outstanding common
stock. Also included are the shares held by all executive officers and
directors as a group.
Name and Address of
Beneficial Owner Amount of Shares Percentage
- ---------------- ---------------- ----------
JOHN D. BRASHER, JR 194,000 5%
90 MADISON STREET
SUITE 707
DENVER CO 80206
CEDE & CO 420,387 11%
PO BOX 222
BOWLING GREEN STATION
NEW YORK NY 10274
KEVIN GRACE 949,300 25%
210 6TH ST
HUNTINGTON BEACH CA 92648
J. R. NELSON 194,000 5%
6521 WEST CALHOUN PLACE
LITTLETON CO 80123
SPORTS MARKETING 260,825 7%
INTERNATIONAL LTD.
1331 SE 14TH COURT
DEERFIELD BEACH FL 33064
TRANS-AMERICAN ENERGY 247,825 7%
CORPORATION
123 MAIN STREET #304
EVANSVILLE IN 47708
All officers and directors 949,300 25%
as a group (1 person)
Item 5. Directors, Executives, Officers and Significant Employees
The directors and officers of the Company are as follows:
Name Position
- ------------ --------------------
Kevin Grace President, Chairman
Bonnie Grace Vice President, Administration
Bonnie Grace Director
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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 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
14
<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.
550,000 common stock issued for cash of $550.00.
2,587 shares of common stock issued for cash of $3,103.00
100,000 shares of common stock issued for cash of $200,000.00.
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.
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 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.
15
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
Financial Statements
December 31, 1999
<PAGE>
CONTENTS
--------
Page
----
Independent Auditors' Report F-1
Balance Sheet F-2-3
Statement of Operations F-4
Statement of Stockholders' Equity F-5
Statement of Cask Flows F-6
Notes to the Financial Statements F-7
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
INDEPENDENT AUDITORS' REPORT
Board of Directors March 15 , 2000
Quad X Sports.com, Inc. (The Company)
Las Vegas, Nevada 89109
INDEPENDENT AUDITOR'S REPORT
I have audited the Balance Sheet of Quad X Sports.com, Inc., Inc. (A
Development Stage Company) formerly known as Boraxx Technologies, Inc. as of
December 31,1999, and the related Statements of Operations, Stockholders'
Equity and Cash Flows for the period February 10,1999 (Date of Inception) to
December 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 wel1 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 December 31, 1999, and the results of
its operations and cash flows for the period February 10, 1999 (Date of
Inception) to December 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 have not
commenced planned principal operations. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters are 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
December 31, 1999
<TABLE>
ASSETS
<S> <C>
CURRENT ASSETS
Cash
1,824.00
-------------
Total Current Assets
1,824.00
PROPERTY AND EQUIPMENT
Property and Equipment
77,697.00
-------------
Total Property and Equipment
77,697.00
OTHER ASSETS
Rent and Utility Deposits 8,545.00
Other Deposits 11,000.00
-------------
Total Other Assets
19,545.00
-------------
TOTAL ASSETS
$99,066.00
-------------
-------------
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
BALANCE SHEET
AS AT
December 31, 1999
<TABLE>
LIABILITIES & EQUITY
<S> <C>
CURRENT LIABILITES
Accounts Payable
$3,035.00
Accrued expenses 44,912.00
Notes payable - related party
3,186.00
Current portion of long term liabilities
6,489.00
-------------
Total Current Liabilities
57,622.00
OTHER LIABILITIES
Long Term Notes Payable
450,988.00
-------------
Total Other Liabilities
450,988.00
-------------
Total Liabilities
508,610.00
EQUITY
Common Stock, $0.001 par value, authorized 50,000,000
shares; issued and outstanding at December 31,1999,
3,352,587 common shares 3,353.00
Additional Paid in Capital from sale of Common Stock 200,345.00
Preferred Stock, $.001 par value, authorized 5,000,000
shares issued and out standing, 0 preferred shares 0.00
Retained Earnings (Deficit accumulated
during development stage)
(613,242.00)
-------------
Total Stockholders' Equity
(409,544.00)
-------------
TOTAL LIABILITIES & OWNER'S EQUITY
$99,066.00
-------------
-------------
</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 December 31, 1999
<TABLE>
<S> <C>
REVENUE
Revenues 135,806.00
COSTS AND EXPENSES
Selling, General and Administrative
749,048.00
-------------
Total Costs and Expenses
749,048.00
-------------
Net Income or (Loss)
(513,242.00)
-------------
-------------
Weighted average number of common
shares outstanding
2,793,261
Net Loss Per Share
(0.22)
</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 December 31, 1999
<TABLE>
<CAPTION>
Earnings
accumulated
Common Additional during Total
Stock paid-in development Stockholder's
Shares Amount capital stage Equity
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balances at $0.00 $0.00 $0.00 $0.00
February 10, 1999
Reverse acquisition 2,700,000 2,700.00 -2,655.00 45.00
for accounting
purposes of
Boraxx Technologies, Inc.
Stock issued for 100,000 100.00 199,900.00 200,000.00
cash at $2.00
per share
Stock issued for 2,587 3.00 3,100.00 3,103.00
services at
$1.20 per share
Stock issued for 550,000 550.00 0.00 550.00
cash at $.01 per share
Net Profit
February 10, 1999
(inception) to
December 31, 1999 (613,242.00) (613,242.00)
------------ ------------ ------------ ------------ ------------
Balances as at
December 31, 1999 3,352,587 $3,353.00 $200,345.00 $(613,242.00) $(409,544.00)
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</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 December 31, 1999
<TABLE>
<CAPTION>
Date of
Inception
to
December
CASH FLOWS FROM OPERATING ACTIVITIES 31,
1999
<S> <C>
Net (loss) from operations
(613,242.00)
Adjustments to reconciled net income to net cash provided
Services exchanged for stock 3,103.00
(Increase) Decrease in other assets (deposits)
(19,545.00)
Increase (Decrease)in current liabilities
57,622.00
-------------
Net cash provided by operating activities
(572,062.00)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment
77,697.00
-------------
Net cash provided by investing activities
(77,697.00)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Common Stock
200,595.00
Notes Payable
450,988.00
-------------
Net cash provided by financing activities
651,583.00
Net increase (decrease) in cash
1,824.00
Cash and cash equivalents , beginning of period
0.00
Cash and cash equivalents, end of year
1,824.00
</TABLE>
See accompanying notes to financial statements
F-6
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
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.
6. The Company experienced losses for its first fiscal tax year . 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. 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.
F-7
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
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.Com, 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. It is
management's plan to raise the capital necessary for the next twelve months of
operations through loans and a private placement.
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 $38,000.00 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.
F-8
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - LONG TERM COMMITMENTS AND CONTIGENCIES
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.
NOTE 7 - NOTES PAYABLE
Notes Payable are detailed as follows: December 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. $428,493
Total Notes Payable $448,179
Less current portion $6,469
Net Long Term Liabilities $441,710
Future minimum payments on notes payable are as follows at December 31,
1999:
2000 436,146 (428,493 in cash or common stock)
2001 4,922
2002 4,922
2003 2,049
2004 0
---------
Total Notes Payable $448,179
F-9
<PAGE>
Quad X Sports.com, Inc.
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - 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 $38,000
----------
Total Notes Payable-Related Party $38,000
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
Exhibit
Number Title
- -------- ------
* 3.2 Amendment to Articles of Incorporation
* 3.3 Articles of Merger
* 3.4 By Laws
99 Personal Connections
* Previously filed as an exhibit to the Company's Form 10-SB.
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: April 3, 2000 By: /s/ Kevin Grace
-----------------------
Kevin Grace
President
Item 2. Description of Exhibits
16
Personal Connections
--------------------
1. Reace Richardson, President
Icon Trading, Inc.
Freedom Wetsuits, Inc.
214 Hartford Ave
Huntington Beach, CA 92648
714-969-2856
2. Terry Meyers, President
Ex-Cell Snowboard Bindings, Inc.
796 Energy Way
Chula Vista, CA 91911
619-421-7943
3. Brian Jordan, President
NDX Clothing Company
7060 Hollywood Blvd., Suite. 1000
Los Angeles, CA 91001
714-305-6332
4. Todd Ashment, Chairman of the Board
Diakka time Tracking, Inc.
1048 Irvine Ave., Suite 256
Newport Beach, CA 92660
949-645-3151
5. Scott Friedman, COO
Kik Wear Industries
Greed Girl Clothing Company
1813 E Washington Blvd.
Los Angeles, CA 90215
213-746-5317
6. Jack Martinez, President
Fly Industries Inc. (sun glasses)
1560 Superior Avenue, Building B
Costa Mesa, CA 92627
949-646-3389
7. Branden Rexroad,
Swak Eyewear Ltd.
Newport Beach, CA
711-904-8999
8. Mindy Johnson, Vice President, Marketing
Snow Summit Ski Resort
1 Bear Road
Big Bear, CA
909-866-5766
9. Ron Abdul Fattah, President
Jax Surfboards Company
101 Main Street
Huntington Beach, CA
714-536-4516
10. Rusty Spencer, National Sales Manager
InFlight Company Inc.
1250 Pacific Coast Highway
Seal Beach, CA 90740
562-493-3661
