Exhibit 99.1
RISK FACTORS
We will not generate any revenue until, at the earliest, the completion of a
business combination.
Our resources are limited. As of August 31, 2000, the Company had $3.25 million
in cash, no other significant assets and $35,000 in liabilities. We have had no
significant revenues (other than interest income) since 1999 and we will not
achieve any revenues (other than interest income) until, at the earliest, the
completion of a business combination. We cannot assure you that any business we
combine with, either at the time of or after the business combination, will
derive any material revenues from its operation or operate on a profitable
basis. In addition, as a result of our limited financial, managerial, and other
resources, we cannot assure you that we will be able to obtain a suitable target
without raising additional capital and, if we do need such additional capital,
that we will be able to raise it.
Since we have not yet selected a particular industry or any target business with
which to effect a business combination, we are unable to ascertain the merits or
risks of the industry or business in which we may ultimately operate.
We have not selected any particular industry or any targe business on which to
concentrate our search for a business combination. Accordingly, there is no
current basis for you to evaluate the possible merits or risks of the particular
industry or the target business in which we may ultimately operate. We will
become subject to numerous risks inherent to the business operations of any
company with which we effect a business combination. Although our management
will endeavor to evaluate the risks inherent in a particular industry or target
business, we cannot assure you that we will properly ascertain or assess all
such significant risk factors.
Our officers and directors may have a conflict of interest allocating management
time and opportunities, which may be to the detriment of our stockholders.
Our officers and directors are not required to commit their full time to our
affairs, which may result in conflicts of interest in allocating management time
between our operations and other businesses. Such conflicts may not be resolved
in the best interest of our stockholders. In addition, certain of our officers
and directors are involved with other companies which have a business purpose
similar to ours. As a result, conflicts of interest may arise in the future. If
such a conflict does arise and an officer or director is presented with a
business opportunity under circumstances where there may be a doubt as to
whether the opportunity should belong to us or another company they are
affiliated with, our officers and directors will attempt to resolve the
conflicts by exercising the good faith required of fiduciaries. Although we
believe that we will generally be able to resolve conflicts on an equitable
basis, it is possible that potential conflicts may not be resolved in our favor
in all cases. Our officers and directors ar under no obligation, beyond its
general fiduciary obligation to us, to offer a business opportunity to us prior
to offering it to another company.
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We may not be correct in assessing the management of a potential target
business.
We cannot assure you that our assessment of the skills, qualifications or
abilities of the management of a prospective target business will prove to be
correct, especially in light of the possible inexperience of our officers and
directors in evaluating certain types of businesses. In addition, despite a
positive assessment by our management, we cannot assure you that the management
of a prospective target business will have the necessary skills, qualifications
or abilities to manage a public company intending to embark on a program of
business development.
We may issue shares of our common stock and preferred stock to effect a business
combination, which would dilute the equity interest of our stockholders.
We may issue shares of our common stock or preferred stock, or a combination of
common and preferred stock, to effect a business combination. The issuance of
additional shares of our common stock or any number of shares of our preferred
stock may:
o significantly reduce the equity interest of our
stockholders;
o possibly cause a change in control if a substantial number
of our shares of common stock are issued in connection with
a business combination, which may affect, among other
things, our ability to utilize our net operating loss
carryforwards, if any;
o adversely affect prevailing market prices for our common
stock; and
o impair our ability to raise additional capital through the
sale of our equity securities.
We may seek additional financing to complete a business combination or to fund
the operations and growth of the target business.
We may seek additional financing to complete a business combination or
to fund the operations and growth of a target business, which may include
assuming or refinancing the indebtedness of the target business. We cannot
assure you that such financing would be available on acceptable terms, if at
all. To the extent that such additional financing proves to be unavailable when
needed to complete a particular business combination, we would, in all
likelihood, be compelled to restructure the transaction or abandon that
particular business combination and seek an alternative candidate. In addition,
our failure to secure additional financing could have a material adverse effect
on the continued development or growth of the target business.
If we are deemed to be subject to the Investment Company Act of 1940, we may be
required to institute burdensome compliance requirements and be subject to
restrictions relating to our activities.
The regulatory scope of the Investment Company Act of 1940, which was
enacted principally for the purpose of regulating vehicles for pooled
investments in securities, extends generally to companies engaged primarily in
the business of investing, reinvesting, owning, holding or trading in
securities. The Investment Company Act may, however, also be deemed to be
applicable to a company that does not intend to be characterized as an
investment company but that, nevertheless, engages in activities that may be
deemed to be within the definitional scope of certain provisions of the
Investment Company Act. While we do not believe that our anticipated principal
activities will subject us to regulation under the Investment Company Act, we
cannot assure you that we will not be deemed to be an investment company,
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especially during the period prior to a business combination. In the event we
are deemed to be an investment company, we may become subject to certain
restrictions relating to our activities, including:
o restrictions on the nature of our investments; and
o the issuance of securities,
and have imposed upon us certain requirement, including:
o registration as an investment company;
o adoption of a specific form of corporate structure; and
o compliance with certain burdensome reporting, recordkeeping,
voting, proxy and disclosure requirements and other rules
and regulations.
In the event of our characterization as an investment company, we would
be required to comply with such additional regulatory burdens, which would
require additional expense.
The on-line industry is subject to rapid technological change.
The internet market in which we presently compete is characterized by
rapidly changing technology, evolving industry standards, frequent new service
and product announcements, introductions and enhancements, and changing customer
demands. These market characteristics are exacerbated by the emerging nature of
the Internet and the apparent need of companies from a multitude of industries
to offer web-based products and services. Accordingly, our future success will
depend on our ability to adapt to rapidly changing technologies, to adapt our
products and services to evolving industry standards, and to continually improve
the performance, features, salability, and reliability of our products and
services in response to competitive service and product offerings and evolving
demands of the marketplace. The failure on our part to adapt to such changes
could have a material adverse effect on our business, results of operations and
financial condition. In addition, the widespread adoption of new Internet,
networking or telecommunications technologies or other technological changes
could require us to make substantial expenditures to modify or adapt our
products and services or infrastructure, which could have a material adverse
effect on our business, results of operations and financial condition.
We may be liable for information that is disseminated on our websites.
The law relating to the liability of online services companies for
information carried on or disseminated through their web sites is currently
unsettled. It is possible that claims could be made against online services
companies under both United States and foreign law for defamation, libel,
invasion of privacy, negligence, copyright or trademark infringement, or other
theories based on the nature and content of the materials disseminated through
their services. It is possible that a claim of defamation or other injury could
be made against us for content posted on our web sites. The imposition upon us
or other online service providers of liability for information carried on or
disseminated through websites could require us to implement measures to reduce
our exposure to such liability, which may require that we expend substantial
resources and/or discontinue certain service offerings. While we carry liability
insurance, it may not be adequate to fully compensate us in the event we become
liable for information carried on or disseminated through our service.
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Any costs not covered by insurance incurred as a result of such liability or
asserted liability could have a material adverse effect on our business, results
of operations and financial condition.
Our proprietary information may not be adequately protected and we face the risk
of possible infringement by third parties.
We believe that the technical and commercial design and layout of our
websites is proprietary and material to our business. We rely primarily on a
combination of trade secrets, confidentiality procedures and contractual
provisions to protect our proprietary information. We seek to avoid disclosure
of our trade secrets by, among other things, restricting access to our
proprietary information and requiring persons with access to such proprietary
information to execute confidentiality agreements with us. Trade secret and
copyright laws afford only limited protection. Unauthorized parties may attempt
to copy aspects of our systems and software or to obtain and use information
that we regard as proprietary. Policing unauthorized use of our proprietary
information is difficult. We cannot assure you that our means of protecting our
proprietary rights will be adequate or that our competitors will not
independently develop similar technology.
We have not been notified that our websites and related technology are
infringing on the rights of any third parties, although we are aware that a
third party owns the trademark to the name Skiing USA. We cannot assure you,
however, that third parties will not claim that we have infringed upon their
rights. Any such claims, with or without merit, could be time-consuming, result
in costly litigation or require us to enter into royalty or licensing
agreements. Such royalty or licensing agreements, if required, may not be
available on terms acceptable to us or at all, which could have a material
adverse effect upon our business, operating results and financial condition.
We have only limited protection of our domain names.
We currently hold the domain names "GolfRounds.com" and
"Skiingusa.com." Domain names generally are regulated by Internet regulatory
bodies. The regulation of domain names in the United States and in foreign
countries is subject to change. Regulatory bodies could establish additional
top-level domains, appoint additional domain name registrars or modify the
requirements for holding domain names. In addition, domain names have been
subject to claims of trademark infringement in the United States and in foreign
countries. We cannot assure you that third parties will not claim that we have
infringed on their rights through the use of any of the domain names that we now
or in the future may hold. As a result, we may not acquire or maintain our
domain names in all of the countries in which we may conduct business.
We are subject to intense competition.
We expect to encounter intense competition from other entities having a
business objective similar to ours. Many of these entities, including financial
consulting companies and venture capital firms, have longer operating histories
and have extensive experience in identifying and effecting business
combinations, directly or through affiliates. Many of these competitors possess
significantly greater financial, technical and other resources than we do. We
cannot assure you that we will be able to effectively compete with these
entities. In the event we are unable to compete effectively with these entities,
we may be forced to evaluate less attractive prospects for a business
combination. If we are forced to evaluate these less attractive prospects, we
cannot assure you that our stated business objectives will be met.
With respect to our websites, we are subject to competition from other
sports-based Internet websites and on-line companies, some of which have longer
operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing and other resources than we do. The
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on-line commerce market is intensely competitive. We expect competition in our
present industry to increase due to the relative ease with which new websites
can be developed and the growing popularity of golf and skiing, in particular,
and sports, in general. If we remain in our present industry, we cannot assure
you that we will be able to compete successfully in the future with our
competitors.
We are subject to government regulations.
Our current business operations is not directly regulated by
governmental entities. It is possible that as the Internet develops, there will
be greater oversight or the introduction of direct regulation of the Internet
and transactions conducted on it. To the extent that there is oversight and
regulation, if we continue in our present business operations, we may be
adversely impacted. We may encounter additional direct costs in our operations
such as various taxes or telecommunication charges or increased compliance
expense. The laws governing Internet transactions remain largely unsettled, even
in the areas where there has been some legislative action. It may take years to
determine whether and how existing laws such as those governing intellectual
property, privacy, libel, consumer protection and taxation apply to the
Internet.
For example, although not yet enacted, Congress is considering laws
regarding Internet taxation. In addition, various jurisdictions already have
enacted laws that are not specifically directed to electronic commerce but that
could affect our business. The applicability of many of these laws to the
Internet is uncertain and could expose us to substantial liability if we remain
in our present business operations.
The growth of the Internet and electronic commerce, coupled with
publicity regarding Internet fraud, may lead to the enactment of more stringent
consumer protection laws. These laws may impose additional burdens on our
business.
Several telecommunications carriers are seeking to have
telecommunications over the Internet regulated by the Federal Communications
Commission in the same manner as other telecommunications services.
Additionally, local telephone carriers have petitioned the Federal
Communications Commission to regulate Internet service providers and online
service providers in a manner similar to long distance telephone carriers and to
impose access fees on these providers. If either of these petitions are granted,
the costs of communicating on the Internet could increase substantially. This,
in turn, could slow the growth of use of the Internet. Any legislation or
regulation could materially adversely affect our business if we continue in our
present industry.
In the event we effect a business combination with an entity that is
not in the Internet industry, we would become subject to any government
regulation already imposed on the new industry. We cannot assure you that we
would be in substantial compliance with the already existing regulations or that
we would be able to comply with additional regulations imposed on the acquired
business.
