SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the fiscal year ended: July 31, 1997 Commission file No. 0-5304
CUSTOMER SPORTS, INC
(Exact name of Registrant as specified in its charter)
Utah 87-0282745
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) identification NO.)
445 MARINE VIEW DRIVE, SUITE 260, DEL MAR, CALIFORNIA 92014
(Address of principal executive offices)
Registrant's telephone number, including area code: (619) 481-2400
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 133 or 15d (0) of the Securities Exchange Act of 1934
during the preceding 12 months (or such shorter period that the Registrant was
required to file such reports), and (2) been subject to such filing requirements
for the past 90 days. (1) YES X NO
------ -----
(2) YES X NO
----- -----
The aggregate market value of the Registrant's common stock held by
non-affiliates of the Registrant:
$2,200,000 As Of July 31, 1997
Indicate the Number Of Shares Outstanding Of Each Of The Issuer's Class Of
Common Stock, As Of The Close Of The Period Covered By This Report
Class Outstanding at July 31, 1997
COMMON STOCK, $.01 PAR VALUE 13,776,790
Documents incorporated by reference NONE
<PAGE>
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . 3
ITEM 2. PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . 5
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . 7
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY
HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . 7
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . 8
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . 9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . 9
ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA. . . . . . . . . . . . . . . . . . . . 12
ITEM 9. DISAGREEMENT ON ACCOUNTING AND FINANCIAL
DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . 12
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT. . . . . . . . . . . . . . . . . . . . . . . . 12
ITEM 11. EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . 13
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . 14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . 16
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES
AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . 17
SIGNATURE PAGE. . . . . . . . . . . . . . . . . . . . . . 18
<PAGE>
PART 1
ITEM 1. BUSINESS
(a) General Development of Business.
CUSTOMER SPORTS (hereafter referred to as "Registrant") was incorporated
under the laws of the State of Utah on September 26, 1968, for the sole propose
of investing in real estate Registrant was engaged in limited operations in
this area from inception until 1975. For the period 1975 to 1980, the
Registrant was inactive.
In 1980, Registrant came under new management and during 1980 and 1981,
Registrant acquired several oil and gas properties, two commercial buildings
located in Dallas, Texas and Oklahoma City, Oklahoma. During this time, it also
acquired and operated thirty-one (31) health centers located in Texas and
Oklahoma. In 1982, management elected to concentrate its activities in the oil
and gas business and Registrant disposed of its health centers and the remaining
commercial real estate.
In 1982 and 1983, Registrant issued 5,533,164 shares of its common stock
(adjusted for reverse stock spit in 1982) in exchange for interests in oil and
gas properties located primarily in Montana and Texas. The interests were
acquired from a series of California limited partnerships of which Marquis
Petroleum Corporation ("Marquis") was the sponsor and general partner.
Pursuant to this acquisition, Marquis and its affiliates became controlling
persons of the Registrant. Registrant filed its initial registration statement
under Form 10 with the Securities and Exchange Commission in November, 1982, for
the fiscal year ending July 31, 1982.
During 1983, 1984 and 1985, Registrant commenced a series of transactions
hereby it acquired additional interests in oil and gas and other real property
in exchange for its common stock. In 1986, Registrant came under new
management and since that time, no additional acquisitions have been made.
Registrant assumed a substantial portion of its debt in connection with its
acquisition of oil and gas interests and limited partnership interests in 1982.
Registrant's oil and gas properties consist of minority interests of
varying percentages in oil and gas wells and leases. Since 1986, Registrant
had been unable to exploit its oil and gas properties. In 1989, Company elected
not to attempt to exploit the properties.
Since 1989, management conducted discussions with numerous parties
concerning some form of business combination or financing. These discussions
proved unsuccessful.
In 1994, management determined that Registrant should explore opportunities
in an industry with significant market size that was not dominated by a few well
capitalized companies. Registrant attempted to acquire a retailer in the golfing
industry, Golf Manufacturer Liquidation Centers for a combination of cash and
stock. For multiple reasons, the attempted acquisition was terminated in early
1995. Registrant, however, based upon the consultation conducted, determined
that the golf industry offered multiple opportunities to re-constitute the
Company.
During 1995, the Company pursued the creation of The Golf Show which had to
be abandoned because of the inability of third parties to raise the requisite
capital. Registrant then extracted those elements that made The Golf Show
unique. It re-packaged them into a format that was customer friendly, not
capital intense, easily multiplied, and that filled a niche in the golf
industry.
<PAGE>
Registrant is now devoting its efforts to the business known as, Back Nine
Golf. Back Nine is designed to operate public driving ranges, their attendant
golf schools and a retail golf facility at each range. The Company has developed
a unique computer-based customer generation, sales and retention system.
Customers are recruited into the "Back Nine Golf Club"; an affinity group with
interests in purchasing golf merchandise or services.
Registrant has obtained office space, hired management personnel to manage
and grow the business. Registrant is in the process of raising capital through a
private placement of units consisting of common stock and debt of the
Registrant.
In March 1989, Edmund J. Irvine, Jr., a director was named President, Chief
Executive Officer and Chief Financial Officer and Chester A. Teklinski was named
to the Board of Directors to replace Peter Candy who resigned as a director. In
1992, Mr. Leo Calabrase was named to the Board to replace Mr. David Tenwick who
resigned. Mr. Teklinski resigned from the Board in 1994. Effective August 17th
1995, the Board appointed Mr. Gary Stougaard to replace Mr. Teklinski and
subsequently added two directors, Mr. Michael A. Pastore and Mr. Michael O'
Neal. Mr. Pastore resigned his position in early 1997.
Bruce Devlin, a PGA golf professional and golf course architect, was
appointed to the Board in the Spring of 1996 but resigned one year later. In
addition, Mr. Alan Margulis, former CEO of Mobile Medical, a NASDAQ company, was
added in April of 1996.
In June of 1996, Mr. Leo Calabrase resigned as a Director and Officer of
the Registrant. Mr. S. Michael Sharp who joined the Company in March of 1996 as
Chief Operating Officer and a Director of the Registrant serves as Secretary to
the Corporation. His background includes both strong teaching credentials and
experience with fledgling public companies. In April 1997, Mr. Dennis
Altbrandt, CEO of Voice-It Worldwide, re-joined the Board and in July of 1997,
Mr. Richard Mangerelli, CEO of Cybertel Communications, joined the Board.
Registrant's office is located at 445 Marine View Avenue, Suite 260, Del
Mar, California 92014; telephone 619-481-2400. Registrant moved to these
offices in March 1997. Registrant had five full time employees during the year
ended July 31,1997.
(b) Narrative Description of Business
Registrant specializes in golf-related business opportunities.
Opportunities include specialty retailing, driving range operation and
management when combined with specialty retailing, venture funding for select
manufacturers, and other golf related activities.
Its first operation, Back Nine Golf, is a management/retailing operation
that: 1)Acquires operating rights at public driving ranges on a leveraged basis,
and 2)Ensures the increased success/profitability of the range with installation
of a Back Nine Clubhouse. Back Nine has a unique customer generation, marketing
and retention system. The system drives range profitability, the range retail
operation and off-site customer relations.
Ranges targeted for acquisition are, initially smaller facilities with
36-60 hitting spaces and sufficient space for a retail presence and practice
area.
75% of Back Nine's early members expressed interest in lessons/game
improvement. Success at each facile is based upon creating a desirable teaching
facility, the number of members enrolled at each facility, continuous print and
telephonic communication; the ability to outbound market based upon information
they provide, and the periodic introduction of new goods and services for them
to purchase. The range operation is a significant profit center and a natural
link to the Clubhouse and the Member presentation. The Clubhouse is the
marketing arm for the entire operation.
<PAGE>
There are over 2,000 ranges in the United States. Back Nine seeks to
implement its management/marketing system by capturing a 10-15% market share of
these ranges over a 3-5 year period.
Back Nine Golf will contribute to the larger success of Registrant because
it creates :
- - Cash flow from range operations and merchandise sales from two different
sources.
- - An expanding customer base who assist in the merchandising.
- - Awareness of new products where the Company may elect to invest.
- - Creates opportunities for new businesses using the Back Nine membership
base.
Registrant will grow or acquire related businesses using the back Nine
membership to aid in their growth. Later, Registrant may add value to its
shareholders by offering all or a portion of its portfolio of grown/acquired
companies via public offerings, mergers, etc.
Registrant, until its entry into the golf industry as an operating company,
had been generally engaged in the business of owning minority working interests
in oil and as properties located in the states of Montana and Texas.
Registrant's oil and gas interests are subject to working agreements and
operating agreements whereby the reports are operated by an unaffiliated
operator who, for a fee or a carried interest in the well, manages the well
production, sells the production, collects revenues, pays operating expenses and
distributes the remaining revenues, if any, to the working interest owners. In
general, Registrant's working interest agreements require that Registrant
receive a specified percentage of revenues and pay a specified percentage of the
well operating costs.
Net revenues from these wells secures a convertible note in the amount of
$75,000 issued by the Registrant in a private placement during 1995 and 1997.
Industry Competition
The Registrant encounters strong competition in its business. Better
capitalized companies occupy positions of strength both in off course golf
merchandise retailing and in golf driving range operation. Registrant believes,
however, that its unique customer generation, merchandising and retention system
is of significant value in meeting the threats from the competition.
(d) Government Regulations
The golf industry is unregulated by the federal government. However, state
and local governments, the Professional Golfers Association, and other industry
organizations may have an adverse impact on the Registrant's operating
capabilities. In addition, federal laws and regulations governing imports and
exports could have a material effect upon the business prospects for the
Registrant.
ITEM 2. PROPERTIES
Registrant leases and operates one retail facility at a driving range in
Orange, California. Under an agreement reached in March of 1997, Registrant has
first right of refusal to operate retail facilities at 50 of the ranges operated
by Supersports, Inc.
Registrant owns various interests in producing and shut-in oil and gas
leases which are located in Montana and Texas.
Registrant presently hold interests in 7 producing oil and gas properties.
Registrant's collective interest in the 7 producing wells gives it ownership of
1.25 net wells. The gross wells were included in Registrant's independent
engineering report for fiscal 1985. Registrant also owns a declining number of
working interests in several oil and gas prospects in Montana which remained
after an exchange of properties with Northland Royalties. In addition, the
Company owns interests in some less than marginal Montana wells which were not
included in 1986 engineering report.
In March 1989, the Registrant held discussions with Pitts Oil company
concerning the sale of Registrant's operating wells in Texas because of
declining revenues. Discussions were terminated when certain reconveyances were
discovered to be non-existent from the time said properties were conveyed to
Registrant. Registrant has not re-opened discussions.
In May of 1989, Registrant completed a swap of certain oil and gas wells
with Northland Royalty. The purpose of the swap was to maintain the
Registrant's net equity at or above that required for continuing inclusion in
the NASDAQ system. It permitted the company to recover previously deferred
expenses, to cancel the 10 year non-cancelable operating agreement with
Northland and reduce the depletion charges. The transaction resulted in the
write-off of an $82,684 liability to Northland which was offset against current
operating expenses.
In June of 1993, Registrant elected to write down the carrying costs of
non-producing wells and to write off accounts payable that were aged beyond
seven years. These write -offs produced a net loss of nearly $87,000 to
shareholders equity.
In October 1994, Registrant, under threat of legal action, exchanged
interests in certain oil and gas interests in a Montana area known as the
Haystack Butte. Operating expenses and revenues had been ascribed to these
properties by the operator, but Registrant had not fulfilled the terms of the
operating agreement. As a result of the transfer, the Company retains a 25%
working interest in one section with one producing well and some random
additional acreage in the area.
Registrant's oil and gas property holdings experienced a decline in
production in reserves due to the production during the period and management
has elected to write down the valuation of the oil and gas assets as rapidly as
is prudent.
(b) Productive Wells and Acreage
Stanley T. Serocki, an independent petroleum engineer, evaluated the
Registrant's proved oil and gas net recoverable reserves as of July 31, 1985,
and previous years. Registrant is not required to furnish information
concerning its proved oil and gas reserves required by FASB statements 19 and
69 and the Securities and Exchange commission Rules and Regulations because
revenues from properties are passive. Evaluations were not prepared for fiscal
years 1986 through 1997 for the same reason. Registrant has attempted to provide
an estimate (below) of its current reserves by subtracting the net oil and gas
production for Registrants 1993, 1994,1995,1996, and 1997 fiscal years from
Registrant's net recoverable as of July 31, 1985.
The estimates presented below are provided by management based on its best
judgment.
YEAR ENDED July 31 PROVED RESERVES PROVED DEVELOPED RESERVES
<TABLE>
<CAPTION>
Natural Gas (Mcf) Crude Oil (Bbl) Natural Gas (Mcf) Crude Oil (Bbl)
----------------- --------------- ----------------- ---------------
<C> <C> <C> <C> <C>
1993 290,000 550 290,000 550
1994 244,000 260 244,000 260
1995 199,000 140 199,000 140
1996 150,000 110 150,000 110
1997 100,000 70 100,000 70
</TABLE>
Productive wells and Producing Areas
Registrant's interest in gross and net productive wells located on its
properties as of July 31, 1997, was as follows:
<TABLE>
<CAPTION>
WELLS LOCATION GROSS NET
- -------- ---------- ------- ------
<C> <C> <C> <C>
Gas Texas 7 1.25
</TABLE>
Gross and net developed acres covered by Registrant's properties as of July
31, 1997, were as follows:
<TABLE>
<CAPTION>
LOCATION GROSS NET
- ---------- ------- -----
<C> <C> <C>
Texas 4,344 805
Montana 640 110
</TABLE>
Drilling Activities
Registrant's has drilled no productive or dry exploratory wells within its
last three fiscal years. Registrant had three marginal wells in Texas plugged
and abandoned.
(d) Present Activities
As of this date, Registrant has no wells in the process of drilling. In
1993, Registrant wrote down by $329,429, the aggregate value of its remaining
wells to more accurately reflect their value. In 1997, Registrant wrote down its
wells by $100,000.
(e) Delivery Commitment
Registrant has no direct contracts or agreements to provide a fixed and
determinable quantity of oil or gas in the future to any entity.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings against the Company as of July 31,
1997.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In October 1996, shareholders approved a 1:2 reverse split of the
Common Shares; a re-incorporation in the state of Nevada; the issuance of
5,000,000 shares of preferred stock; the name change from INCORP, Inc. to
Customer Sports, Inc. And a mandate to fund and carry out the Back Nine plan of
operation. Results of the vote indicated 97 percent approval.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
(a) Market Information
The Registrant's common stock was traded in the national over-the-counter
market, and was quoted on the NASDAQ system (Symbol INVT/ INVTE) until December
31, 1988. In January, 1989 the NASD notified the Registrant that its shares
were being de-listed for lack of market-makers. The Registrant's shares were
then quoted in the Pink Sheets provided by the NASD. In June 1989, the
Registrant appealed the decision at a hearing conducted in San Francisco. The
Registrant was notified shortly thereafter that inclusion in the NASDAQ system
was denied because of the lack of active business operations.
In November 1996, Brookstreet Securities filed a 15c2-11 with the NASD and
upon approval in May 1997, commenced making a market in the shares of the
Registrant on the Electronic Bulletin Board. The Symbol is "CTMR".
The high and low prices for each quarter of each fiscal year were as
follows:
<TABLE>
<CAPTION>
1997 Sales Price 1996 Sales Price
Quarter Ended bid High asked Low bid High asked Low bid
- ------------------- ------------ --------- ------------ ---------
<S> <C> <C> <C> <C>
October 31 N/A N/A N/A N/A
January 31 N/A N/A N/A N/A
April 30 N/A N/A N/A N/A
July 31 $.375 $.19 N/A N/A
</TABLE>
(b) HOLDERS
The approximate numbers of Registrant's common stock holders based upon the
transfer records of Registrant as of July 31, 1997, was 611. In addition, 103
shareholders hold stock in Street Name.
During the past fiscal year, Registrant has mailed selected items of
information to its shareholder list. At present, Registrant has been able to
locate and communicate with 369 holders other than those in Street Name.
DIVIDENDS
Registrant has not paid cash dividends to date and does not anticipate or
contemplate paying dividends in the foreseeable future. It is the present
intention of management to utilize all available funds for Registrant's new
business activities while retaining its oil and gas interests.
ITEM 6 SELECTED FINANCIAL DATA
The following is a five year summary of selected financial data.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JULY 31
---------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Oil & Gas Sales (Net) $ 31,039 $ 45,015 $ 57,561 $ 51,571 $ 51,537
Net Earnings (Loss) (265,820) (388,387) (119,224) (59,869) (118,040)
Total Assets $ 173,329 $ 275,343 $ 295,263 $ 329,817 $ 362,062
Total Long Term Debt $ 319,263 $ 32,105 $ 0 $ 0 $ 0
Net Gain (Loss)
Per Share (0.02) (0.02) (0.01) (0.00) (0.00)
</TABLE>
No dividends were paid in fiscal 1997 or in the four years prior thereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION RESULTS OF OPERATIONS
(a) In General
During fiscal year 1997, Registrant continued to experience severe
financial difficulties. The financial difficulties resulted from a continuing
lack of capital to be provided by third parties to support the Registrant's
entrance into the golf business. During the period, the Registrant ceased sales
of Distributorships and returned fees received from certain Distributors.
Proceeds from a Private Placement provided $225,000 of working capital for the
entire year. Further, oil and gas revenues declined for a variety of reasons
such that revenues were insufficient to make timely payments on the $75,000 of
long term debt secured by these payments. Registrant has proposed a change in
the repayment schedule on this debt and is awaiting debt-holder approval.
Registrant anticipates that any arrearages will be made up from other revenue
sources associated with its golf business should such anticipated revenues, in
fact, be received.
Management has made arrangements with several broker dealers to offer a
Private Placement of one million dollars ($1,000,000) of debt and common stock.
Registrant believes that this method of raising capital, while costly, is viable
over the course of the coming fiscal year while the golf business is developing
provided the selected brokers apply themselves diligently.
Back Nine seeks to acquire management rights at medium-size. under-performing
public driving ranges. Capital is added to improve their appearance,
efficiency and operation. The end result is a user-friendly teaching facility
bolstered by a high visibility, service oriented pro shop with a unique
marketing system that feeds the range operation.
The range upgrade from a mediocre facility to an educational facility when
coupled with the retail marketing system causes an immediate and lasting
increase in range traffic, lessons and retail sales. Under Back Nine's typical
profit sharing agreement proposed with an existing owner, and because the
majority of costs are fixed, increased revenues tend to magnify profits even
with a small increase in range utilization from, for example, 24% to 32%.
Capital costs to improve the facility are recaptured in about one year and
creates annuity type income for the remainder of the lease and option periods.
Existing range operators are recruited into the system by:
- Their continuance of their income stream
- The possibility of increased income without a capital outlay
- An increased business value because of the increased income
- Stock Options to further participate in the Back Nine success
- The ability to separate themselves from the day-to-day operation
Shortly after contracting with the operator and while upgrading the facility to
a teaching facility:
- Back Nine recruits golfers for membership into its "Back Nine Golf Club"
using school Booster Clubs, charitable organizations, and other means. A
per-capita fee is paid to these organizations.
- Each member "Profile" with significant data is entered into computer
database for target marketing
- Members are "driven" to the range by personal phone contact and a monthly
newsletter for merchandise, instruction, clinics and special events.
Potential members are also contacted via media.
- The retail Clubhouse is able to feature upstart companies products and
close-outs to arouse curiosity along with custom fitting from the
teachers. Event sales are an integral part of the sales strategy and
public awareness. Major brands are marketed with demo clubs but not
inventoried. Off-site, customer service fulfills orders for major brands
from the Clubhouses. They outbound market for golf trips, health products
and other services. They promote new products prompting range visitation
and provide a member services concierge.
Recruiting of Back Nine Members is everywhere - office buildings, shopping
centers, etc. or wherever the booster clubs and charitable organizations wish to
go. New members complete a Member Profile for database entry. It provides
information about their golfing ability, purchasing habits and attitudes so much
is known of the new member and his desires prior to their first purchase!
Specific marketing of the database allows Back Nine to encourage
range/Clubhouse visitation and to introduce other products purchased by golfers
somewhere else - travel, nutrition products, phone services, etc. It builds
relationships and range traffic.
It is the outbound marketing of products and services that is Back Nine's
hidden force that multiplies its growth and profitability in an exponential way.
The future of the Registrant in the golf business depends primarily on the
number of ranges contracted, retail merchandising at the range and outbound
marketing away from the facility.
It is the intention of Registrant to explore other opportunities in the
golf industry that would complement its distribution and sales capabilities.
Registrant's total stockholder's equity for fiscal 1997 was ($353,976)
compared to $(254,036) for fiscal 1996, an increase of $99,940 occasioned by
operating losses, depletion, and the start up expenses of the Registrant's new
activity. Management personnel re-wrote employment contracts so that arrearages
could be capped, paid out over time or converted into equity in the Corporation.
Registrant has been profitable only once since it filed its initial
registration statement with the Securities and Exchange commission in November
1982. Also, Registrant has not generated adequate cash flow from its assets to
pay all its existing obligations on a timely basis. The main source of
operating revenues has been the Registrant's interests in producing gas wells in
Texas. The Texas wells currently produce anywhere from negative balances to
$3,500 in net revenues per month. Net revenues are not predictable.
Registrant does not desire to expend the funds necessary to maintain or
bring on line the shut-in wells or to explore the prospects in Montana or expand
activities in Texas.
Registrants day-to-day operating expenses have increased with the
commencement of Registrant's new entrance into the golf business. Registrant's
management served without cash compensation from 1986 until October 1994.
Registrant's office facilities, storage, clerical assistance and administration
were provided by affiliates of the President pursuant to an agreement, at a cost
of $1500 per month until March 1, 1996 at which time Registrant leased space of
sufficient size to house its expected operation for the first year to eighteen
months.
In the judgment of Management, the future success of Registrant is
dependent upon the following factors:
- Establish Back Nine Golf as a viable operating golf entity
- Obtain necessary capital to implement the Back Nine operation.
- Attract and compensate management to carry out the plan.
(b) Results of Operation
The production revenues from the oil and gas properties for fiscal year 1997
were $41,720 as compared to $45,015 for fiscal year 1996 as two wells were
abandoned. Revenues from the golf business which had been dormant but re-opened
for operation in May 1997 were $34,414 vs. $14,400 in 1996.
Effect of Inflation
Registrant does not anticipate that inflation will have a serious impact
on its operations. Inflation will tend to increase operating expenses and cause
a corresponding increase in revenues from the sale of oil and gas production,
the prices asked for golf merchandise and less likely, through the
appreciation of Registrant's oil and gas property values.
(d) Subsequent Events
In early July 1997, Mr. Ronald Brouillette, an officer of the Company
resigned to pursue other more lucrative interests. In September, 1997, Mr. Sharp
also resigned based principally on the Company's inability to honor his
employment contract despite its modification in April of 1997. In October 1997,
the Company modified its leases with landlords both at the Company's
Clubhouse and at its corporate offices.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements meeting the requirements of Regulation S-X,
with the exception of un-audited oil and gas reserve data, are listed in line
14 and are filed by registrant pursuant to Item 8 of this Form
ITEM 9. DISAGREEMENT ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are not and have not been any disagreements between the Registrant
and any of the accountants on any matter of accounting principles or financial
statement disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE OFFICE
- ---------------------- ----- ---------- -------------------------
<S> <C> <C> <C>
Edmund J. Irvine, Jr. 58 1985 Chairman of the Board,
Chief Executive Officer
and President
S. Michael Sharp 48 1997 Director
Gary A. Stougaard 46 1995 Director
Richard Mangerelli 57 1997 Director
Michael H O'Neal 44 1996 Director
Alan Margulis 59 1996 Director
Dennis Altbrandt 53 1997 Director
</TABLE>
BOARD OF DIRECTORS
- --------------------
The Board of Directors of Customer Sports, Inc. is comprised of the following
individuals:
Edmund J. Irvine, Jr. Chairman of the Board/CEO of Customer Sports
- ------------------------------------------------------------------
Mr. Irvine is a graduate of the Wharton School of Business of the University of
Pennsylvania and the New York Institute of Finance. He was a decorated Naval
Aviator in the United States Marine Corps. He spent nearly twenty five years in
an executive capacity in investment banking and brokerage with Shearson
Hammill, Prudential Bache and Sutro & Co. as well as seven years with his own
brokerage firm. He has owned and managed equity based lending organizations and
has been associated with finance and banking since 1967. He has been a
director of Customer Sports since 1986.
S. Michael Sharp, PhD,
- ----------------------
Senior Vice President, Operating Officer and Corporate Secretary Mr. Sharp is a
graduate of Chapman University, the University of North Dakota, the Amos Tuck
School of Business at Dartmouth College and California Coast University. He
taught management and communications at several major universities. For the last
fifteen years, he has guided development stage companies, helping them emerge
as profitable public companies. Immediately prior to joining Customer
Sports, he served as Vice President of Intelligent Surgical Lasers, Inc.
Gary A. Stougaard
- -----------------
Mr. Stougaard is Vice President of Development and acting CFO for Hardage Suite
Hotels. He has extensive project and P&L experience and spent over six years as
an audit manager with Ernst and Whinney. He has directed real estate projects
of over $100,000,000 and $122,000,000 in multi- hotel refinancing. He is
intimately familiar with public financings, mergers and acquisitions and
leverage buyouts.
Michael H. O'Neal
- -----------------
Mr. O'Neal is an officer in the firm of H. J. Myers & Co., Inc., a general
securities firm. He is a General Securities Principal with over 26 years of
experience in municipal finance. He was a partner in the Los Angeles securities
firm of Crowell Weeden & Co., Inc. Mr. O'Neal is a former Director of the Los
Angeles Municipal Bond Club and has served or headed Boards of other
organizations.
Alan D. Margulis
- ----------------
Mr. Margulis is the past- President and CEO of Medical Parts, Inc., a Chicago
based supplier of medical equipment. He was the former CEO, and is now a
consultant to, INNOVA, Inc., a $40 million plus public company that traded on
NASDAQ specializing in mobile diagnostic and maintenance services to hospitals ,
clinics, and physicians on a shared cost basis. Mr. Margulis has experience
at all levels of engineering, marketing and management. Prior to MMI, Mr.
Margulis held a variety of management and executive positions following
service as an officer in the US Marine Corps and graduation from the
University of Maryland.
Dennis W. Altbrandt
- -------------------
Mr. Altbrandt is President and CEO of Voice It Communications, a publicly held
company in the hand held voice communications field. He has been a partner in
two venture capital firms and was a founder and CEO of Sunward Technologies a
$100 million company.
Mr. Altbrandt was with Price Waterhouse for nine years. He has been Chief
Financial Officer at several major companies and Chief Executive Officer at two
others. He graduated with a degree in accounting from Syracuse University and
completed all MBA coursework at the University of San Francisco.
Mr. Richard Mangerelli
- ----------------------
Mr. Mangerelli is president and CEO of Cybertel Communications, a publicly held
communications company that works with affinity groups. He is a retired Colonel
from the United States Marine Corps and has run public companies for the last
ten years. He has an Undergraduate degree from the University of Connecticut
and a Masters of Business degree from Pepperdine University.
ITEM 11. EXECUTIVE COMPENSATION
Mr. Irvine received cash compensation during the fiscal year ended July 31,
1997 of $49,160. Of the two other executives who joined the Company in March
1996, Mr. Brouillette was paid $33,900 plus commissions and Mr. Sharp received
$35,650. Mr. Sharp also acts as an interim lender to the Registrant in the
amount of $40,000. Messrs. Irvine, Sharp and Brouillette received shares and
options exercisable for various periods at various prices in exchange for
contract modifications during the period.
Mr. Irvine received 715,500 shares; Mr. Sharp 667,500 shares and Mr.
Brouillette received 175,000 additional shares. Mr. Irvine received options for
two million shares at $0.10 per share for a period of five years and Mr.
Sharp received one million shares at a price of $0.10 for the same period.
Directors of the Registrant do not currently receive any fees for attending
directors meetings. No officer or director received or is owed cash
compensation for meeting attendance for the Registrant's fiscal year ended July
31, 1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The table below sets forth: (I) the number of shares owned of record or
beneficially by Registrant's officers and directors as of July 31, 1997; (ii)
the number of shares owned by such persons as a group; and (iii) those
persons known to Registrant to own of record or beneficially more than five per
cent (5%) of Registrant's outstanding common Stock as of July 31, 1994.
Unless otherwise noted, each of the persons reflected in the table possessed the
sole power to vote and the sole power to dispose of the shares indicated,
except as noted.
COMMON STOCK
- ------------
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner:
<S> <C> <C>
Edmund J. Irvine, Jr. 3,481,000* 25.3%
11339 Sorrento Valley Road, #C
San Diego, Calif. 92121
Gary A. Stougaard 462,500 3.3%
5721 Chelsea Ave.
La Jolla, Calif. 92128
S. Michael Sharp, PhD 1,168,500* 8.5%
11339 Sorrento Valley Road #C
San Diego Calif. 92121
Ronald D. Brouillette, Sr. 681,000* 4.9%
11339 Sorrento Valley Road, #C
San Diego, Calif. 92121
Directors and Officers 6,312,050 45.8%
* Holdings are based upon certain performance provisions.
Other Major Shareholders:
David A. Tenwick 800,050 5.8%
480 Medic Way
Worthington, Ohio 43085
Frank DeMarco, Trustee (1) 600,000 4.4%
899 El Centro St., Suite 201 South
Pasadena, Calif. 91030
Unified Professional Services 575,000 4.3%
c/o David Bustrum
1316 North Walnut
LaHabra Heights Calif. 90631
Leo Calabrase, Jr. 387,500 2.8%
18173 Verano Drive
San Diego, Calif. 92128
ITEM 13. CERTAIN RELATIONSHIPS AND TRANSACTIONS
During its fiscal year 1986, Registrant issued 1,600,000 and 400,000 shares
of its Common Stock to Mr. David A. Tenwick and Mr. Edmund J. Irvine, Jr.,
respectively, as compensation for their services as officers of Registrant.
During its fiscal year 1988, Registrant issued 100 shares of its Common
Stock that had been previously authorized to Mr. Edmund J. Irvine, Jr. and to
Mr. David A. Tenwick respectively as compensation for their services as
Directors of Registrant.
During its fiscal year 1989, Registrant issued 1,000,000 shares of its
Common Stock to Edmund J. Irvine, Jr. as compensation for his services as
Registrant's Chairman and Chief Executive Officer and 200,000 share of its
Common Stock to Mr. Chester A. Teklinski as compensation for his services as an
Officer and Director of Registrant.
During its fiscal year 1990, Registrant issued 150,000 shares to Mr. Leo
Calabrase, Jr. for his services in researching and verifying the use of the
Registrant's tax-loss carry-forward in conjunction with the accounting firm of
Ernst and Young.
During its fiscal year 1992, certain partnerships controlled by Marquis
Petroleum Corporation with David M. Anderson acting as General Partner disposed
of a total of 1,074,208 shares of Common Stock of the Registrant in a private
transaction. Mr. Edmund J. Irvine, Jr. increased his holdings by a total
267,000 Common Shares of the Registrant in a private transaction. Mr. Leo
Calabrase increased his holdings by a total of 200,000 Common Shares of the
Registrant. The balance was purchased by Mr. Ian McDougall Harper who,
subsequently, elected to rescind. Two other individuals purchased equal amounts
of the 600,000 shares.
During its fiscal year 1994, Registrant issued 1,250,000 of its Common
Stock to Edmund J. Irvine, Jr. as compensation for his services and 450,000
shares to Mr. Calabrase for his services. In addition, Mr. James S. Redman, a
director, received 300,000 share for his contributions to the Registrant.
During its fiscal year, 1995, the Board authorized the issuance of
7,500,000 shares of common stock for new directors of the Registrant and the
management team to be employed to carry out the plan for rejuvenation of
Registrant. In addition, following the close of the fiscal year, the Board
authorized payment to Mr. Stougaard of 500,000 shares. Of the management shares
issued, 2,500,000 was awarded Edmund J. Irvine, Jr. Under terms of his
employment contract. S. Michael Sharp received 1,400,000 shares under contract
and for services. Ronald D. Brouillette, Sr. Received 1,000,000 in accordance
with the terms of his contract.
Board members each received 125,000 shares for services.
During Fiscal Year 1997, the Board authorized the issuance of 3,388,000
shares in connection with its Private Placement and for services. In addition,
options for 2,000,000 shares and 1,000,000 shares were issued to Messrs.
Irvine and Sharp respectively.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8 - K
A. Financial Statements
B. Consent of Independent Auditors
C. Reports on Form 8-k
None
SIGNATURES
INCORP, INC.
Dated: Dec. 9, 1997 By:/S/ Edmund J. Irvine, Jr.
-------------------------
EDMUND J. IRVINE, JR.
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on the dates listed below on behalf of
the Registrant and in the capacities indicated.
Signature Date Title
_______________________ __________ _________________________________
/S/ Edmund J. Irvine Jr. 12/09/1997
________________________ __________
EDMUND J. IRVINE, JR. Chief Executive Officer Director
/S/ S. Michael Sharp 12/09/1997
________________________ __________
S. MICHAEL SHARP Chief Financial Officer Director
________________________ __________
RICHARD MANGERELLI Director
________________________ __________
ALAN D. MARGULIS Director
________________________ __________
MICHAEL H O'NEAL Director
________________________ __________
DENNIS ALTBRANDT Director
________________________ __________
GARY A. STOUGAARD Director
<PAGE>
Customer Sports, Inc.
FINANCIAL STATEMENTS
JULY 31, 1997
&
JULY 31, 1996
<PAGE>
/Letterhead/
Schvaneveldt & Company
Certified Public Accountant
275 E. South Temple, #300
Salt Lake City, Utah 84111
801-521-2392
Darrell T. Schvaneveldt,C.P.A.
Independent Auditors Report
---------------------------
Board of Directors
Customer Sports, Inc.
I have audited the accompanying balance sheets of Customer Sports, Inc., as
of July 31, 1997, 1996, and 1995, and the related statements of operations,
stockholders' equity, and cash flows for the years ended July 31, 1997 and 1996.
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 misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and the
significant estimates made by management, as well as evaluating the overall
financial statements presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of Customer Sports, Inc., as of
July 31, 1997 and 1996, and the results of its operations and its cash flows for
the years ended July 31, 1997, 1996, and 1995, in conformity with generally
accepted accounting principles.
/S/ Schvaneveldt & Company
Salt Lake City, Utah
December 8, 1997
<PAGE>
Customer Sports, Inc.
Balance Sheet
July 31, 1997 and 1996
</TABLE>
<TABLE>
<CAPTION>
1997 1996
------------- -----------
<C> <C>
ASSETS
-------
Current Assets
- --------------
Cash $ 234 $ 3,248
Receivables (Note #3) 3,213 3,048
Inventory 23,218 500
------------ ------------
Total Current Assets 26,665 6,796
Other Assets
- ------------
Refundable Deposit 3,000 3,000
Equipment - Net 8,213 6,151
Oil & Gas Properties
(Successful Efforts Method) 832,901 932,901
Less Accumulated Depreciation (697,450) (673,505)
------------ ------------
Total Other Assets 146,664 268,547
------------ ------------
TOTAL ASSETS $ 173,329 $ 275,343
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------
Current Liabilities
- -------------------
Accounts Payable & Accrued Expenses $ 133,415 $ 320,752
Notes Payable (Note #5) 178,965 156,520
------------ ------------
Total Current Liabilities 312,380 477,272
Long Term Liabilities
- ---------------------
Notes Payable (Note #5) 214,925 52,107
Stockholders' Equity
- --------------------
Capital Stock, 50,000,000 Shares at $0.01
Par Value; 13,766,790 & 10,390,996
Shares Issued and Outstanding Restated 137,668 103,910
Paid In Capital 6,404,319 6,272,197
Deficit in Retained Earnings (6,895,963) (6,630,143)
------------ ------------
Total Stockholders' Equity (353,976) (254,036)
------------ ------------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $ 173,329 $ 275,343
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements<PAGE>
Customer Sports, Inc.
Statements of Operations
For the Years Ended July 31, 1997, 1996, and 1995
<TABLE>
<CAPTION>
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Revenues
- --------
Golf Sales & Fees $ 34,414 $ 14,400 $ -0-
------------ ------------ ------------
Total Revenues 34,414 14,400 -0-
Cost of Sales
- -------------
Cost of Golf Sales 17,746 3,703 -0-
------------ ------------ ------------
Gross Profit 16,668 10,697 -0-
Operating Expenses
- ------------------
Consulting Fees 162,125 285,029 68,999
General & Administrative
Expenses 165,132 84,196 43,137
Interest Expenses 47,011 19,967 8,578
Depreciation & Amortization 25,333 29,067 35,021
Prior Period Accruals (182,133) -0- -0-
------------ ------------ ------------
Total Costs & Expenses 217,468 418,259 155,735
------------ ------------ ------------
Loss from Operations (200,800) (407,562) (155,735)
Other Income (Expenses)
- -----------------------
Gain on Sale of Assets 6,500 -0- -0-
Oil & Gas Revenues 41,720 45,015 57,561
Write Off Impaired Oil Wells (100,000) -0- -0-
Lease Operating Expenses,
Delayed Rentals, Royalties,
& Taxes - Oil Well (13,240) (25,840) (21,050)
------------ ------------ ------------
Total Other Income
(Expenses) (65,020) 19,175 36,511
------------ ------------ ------------
Net Loss $ (265,820) $ (388,387) $ (119,224)
============ ============ ============
Net Loss Per Share
Of Common Stock (.02) (.04) (.02)
Weighted Average Number
Of Shares Outstanding
During Period 11,598,256 8,974,361 7,265,996
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Customer Sports, Inc.
Statements of Stockholders' Equity
For the Period August 1, 1994 to July 31, 1997
<TABLE>
<CAPTION>
Deficit
Common Stock Paid In Retained
Shares Amount Capital Earnings
-------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, August 1, 1994
Retroactively Restated 7,265,996 $ 72,660 $6,214,697 $(6,122,532)
Net Loss Year Ended
July 31, 1995 (119,224)
-------------------------------------------------------
Balance, July 31, 1995 7,265,996 72,660 6,214,697 (6,241,756)
Shares Issued for Services
at $.01 Per Share 250,000 2,500 2,500
Shares Issued for Director
Fees at $.01 Per Share 437,500 4,375 4,375
Shares Issued for Services
at $.01 Per Share 175,000 1,750 1,750
Shares Issued for Services
& Incentives at $.01 Per
Share 2,250,000 22,500 22,500
Shares Issued in
Satisfaction of Debt
Satisfaction at $1.06
Per Share 12,500 125 26,375
Net Loss Year Ended
July 31, 1996 (388,387)
-------------------------------------------------------
Balance, July 31, 1996 10,390,996 103,910 6,272,197 (6,630,143)
Shares Issued for Cash
at $.10 Per Share 1,350,000 13,500 121,500
Shares Issued for Services
at $.01 Per Share 2,038,000 20,380 10,500
Adjustments to Shares
for Rounding (12,206) (122) 122
Net Loss from Operations
Year Ended July 31, 1997 (265,820)
-------------------------------------------------------
Balance, July 31, 1997 13,776,790 $ 137,668 $ 6,404,319 $(6,895,963)
=======================================================
</TABLE>
The accompanying notes are an integral part of these financial statements<PAGE>
Customer Sports, Inc.
Statements of Cash Flows
For the Years Ended July 31, 1997, 1996 & 1995
<TABLE>
<CAPTION> 1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Cash Flows from Operating Activities
- ------------------------------------
Net Loss $ (265,820) $ (388,387) $ (119,224)
Adjustments to Reconcile Net
Income (Loss) to Net Cash
Provided by Operating Activities:
Write Off of Accounts Payable (182,133) -0- -0-
Shares of Common Stock Issued
For Services in Lieu of Cash 30,880 62,250 -0-
Write Off of Impaired Assets 100,000 -0- -0-
Depreciation 25,333 29,067 35,021
Changes in Operating Assets & Liabilities:
(Increase) Decrease in Receivables (165) 2,256 (703)
(Increase) Decrease in Prepaid Expenses -0- -0- 1,650
(Increase) Decrease in Inventory (22,718) (500) -0-
Increase in Accounts Payable 76,946 188,219 62,668
Increase in Refundable Deposit -0- (3,000) -0-
------------ ------------ ------------
Net Cash (Used) by
Operating Activities (237,677) (110,095) (20,588)
Cash Flows from Investing Activities
- ------------------------------------
Purchase of Equipment (4,200) (6,170) -0-
Sale of Assets 750 -0- -0-
------------ ------------ ------------
Net Cash (Used) by
Investing Activities (3,450) (6,170) -0-
------------ ------------ ------------
Cash Flows from Financing Activities
- ------------------------------------
Sale of Common Shares 135,000 -0- -0-
Increase in Notes Payable 103,113 130,000 27,687
Cash Paid on Notes Payable -0- (12,002) (5,685)
------------ ------------ ------------
Net Cash Provided by
Financing Activities 238,113 117,998 22,002
------------ ------------ ------------
Increase (Decrease) In Cash (3,014) 1,733 1,414
Cash at Beginning of Year 3,248 1,515 101
------------ ------------ ------------
Cash at End of Year $ 234 $ 3,248 $ 1,515
============ ============ ============
Disclosures from Operating Activities
- -------------------------------------
Interest $ 47,011 $ 19,967 $ 8,578
Taxes -0- -0- -0-
Significant Non Cash Transactions
- ---------------------------------
Stock Issued for Services
6,225,000 Shares $ -0- $ 62,250 $ -0-
Stock Issued for Services
2,038,000 Shares 30,880 -0- -0-
Stock Issued in Satisfaction
of Debt 25,000 Shares -0- 26,500 -0-
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Customer Sports, Inc.
Notes to Financial Statements
NOTE #1 - Organization
- ----------------------
The Company was organized under the laws of the State of Utah and commenced
business activities on September 25, 1969. Substantially all of the Company's
assets were acquired in 1982 and 1983 in exchange for 5,533,164 shares of the
Company's common stock.
The Company was engaged in the business of owning and managing oil and gas
properties located in the state of Montana, Texas and California. At July 31,
1997, the Company has interest in producing wells in Texas and Montana.
During the year the Company filed a D.B.A. "Back Nine Golf, Inc." in San Diego,
California. Incorp, Inc., will now pursue its primary business of marketing
golf equipment, accessories, educational aids and motivational media to assist
golfers.
NOTE #2 - Summary of Significant Accounting Policies
- ----------------------------------------------------
Significant Accounting Policies
(1) The Company uses the accrual method of accounting.
(2) Revenues and directly related expenses are recognized in the period when
the goods are shipped to the customer.
(3) The Company considers all short term, highly liquid investments, that
are readily convertible, within ninety days, to known amounts as cash.
The Company currently has no cash equivalents.
(4) Primary Earnings Per Share amounts are based on the weighted average
number of shares outstanding at the dates of the financial statements.
Fully Diluted Earnings Per Shares will be shown on stock options and
other convertible issues that may be exercised within ten years of the
financial statement dates. When optioned shares are antidulitve they
are not presented.
(5) Inventories: Inventories are stated at the lower of cost, determined
by the FIFO method or market.
(6) Depletion: The Company's policy is to provide depletion based on the
units of production method. During the past ten years, depletion has
been claimed on the ratio of prior years units of production to
estimated revenues.
(7) Depreciation: The cost of property and equipment is depreciated over
the estimated useful lives of the related assets. The cost of leasehold
improvements is depreciated (amortized) over the lesser of the length of
the related assets or the estimated lives of the assets. Depreciation
is computed on the straight line method for reporting purposes and for
tax purposes.
(8) The Company considers all short-term, highly liquid investments that are
readily convertible to known amounts, within ninety days as cash. (The
Company currently has no liquid investments.)
(9) Depletion - The Company's policy is to provide depletion based on the
units of production method. During the past ten years, depletion has
been claimed on the ratio of prior years units of production to
estimated revenues.
(10) Estimates: The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.<PAGE>
Customer Sports, Inc.
Notes to Financial Statements -Continued-
NOTE #3 - Receivables
- ---------------------
<TABLE>
<CAPTION>
July 31, July 31,
1997 1996
------------ ------------
<S> <C> <C>
Receivables consist of the following:
Current Assets Due from Oil &
Gas Production & Royalty $ 3,213 $ 3,048
Total $ 3,213 $ 3,048
============ ============
</TABLE>
NOTE #4 - Depreciation
- ----------------------
The Company capitalizes the purchase of equipment and fixtures for major
purchases in excess of $500 per item. Capitalized amounts are depreciated over
the useful life of the assets using the straight-line method of depreciation.
Scheduled below are the assets, costs, lives, and accumulated depreciations at
July 31, 1997 and 1996.
<TABLE>
<CAPTION>
Depreciation Accumulated
1997 1996 Expense Depreciations
Assets Cost Cost Life 1997 1996 1997 1996
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Furniture &
Fixtures $ 9,620 $ 6,170 5 $ 781 $ 626 $ 1,407 $ 626
Compressors 5,116 5,116 5 607 1,050 5,116 4,509
-------------------------------------------------------------------
Total Equipment $ 14,736 $ 11,286 $ 1,388 $ 1,676 $ 6,523 $ 5,135
Oil & Gas Wells
Tangible $832,901 $932,901 $ 23,945 $ 27,391 $697,450 $673,505
</TABLE>
Management believes that its investment in oil and gas wells has been impaired
in part because the Company cannot expend additional funds to drill new wells or
attempt in increase capacity on its existing wells. The Company has taken an
Impairment Write Off of $25,000 in each quarter of this fiscal year and
intends to take $25,000 impairment allowance in each quarter of the fiscal year
commencing August 1, 1997.
<PAGE>
Customer Sports, Inc.
Notes to Financial Statements -Continued-
NOTE #5 - Notes Payable
- -----------------------
<TABLE>
<CAPTION>
The Company has notes payable as follows:
July 31, 1997 July 31, 1996
Long Short Long Short
Term Term Term Term
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Note Payable (Wilson Judgement) Interest
at 12% per Annum Unsecured $ -0- $ 68,627 $ -0- $ 68,627
Note Payable - 10% Interest Term 36 Months 7,228 2,772 3,670 6,330
Note Payable - 10% Interest Term 36 Months 940 14,060 5,940 9,060
Note Payable - 10% Interest Term 36 Months 915 9,085 4,248 5,752
Note Payable - 10% Interest Term 36 Months 1,482 8,518 4,815 5,185
Note Payable - 10% Interest Term 3 Months -0- -0- -0- 5,000
Note Payable - 10% Interest Term 3 Months -0- -0- -0- 5,000
Note Payable - 10% Interest Term 3 Months -0- -0- -0- 5,000
Note Payable - 8.5% Interest Term 6 Months -0- -0- -0- 25,000
Note Payable - 12% Interest Term 36 Months 4,166 8,334 8,334 4,166
Note Payable - 12% Interest Term 36 Months 4,166 8,334 8,334 4,166
Note Payable - 10% Interest Term 36 Months 5,099 19,901 13,432 11,568
Note Payable - 10% Interest Term 36 Months 1,666 3,334 3,334 1,666
Note Payable - Eight Investors, 12% Interest
Term 36 Months 60,000 30,000 -0- -0-
Note Payable - Officer, 12% Interest
Term 36 Months 44,600 6,000 -0- -0-
Note Payable - Officer, 12% Interest
Term 36 Months 44,076 -0- -0- -0-
Note Payable - Officer, 12% Interest
Term 36 Months 40,587 -0- -0- -0-
--------- --------- --------- ---------
Total Notes Payable $214,925 $178,965 $ 52,107 $156,520
========= ========= ========= =========
</TABLE>
Debt service requirements for all notes are as follows:
<TABLE>
<CAPTION> Principal Amount
Year Ended Due
--------------- -----------
<C> <C>
July 31, 1997 $ 156,520
July 31, 1998 178,965
July 31, 1999 55,662
July 31, 2000 159,263
</TABLE>
<PAGE>
Customer Sports, Inc.
Notes to Financial Statements -Continued-
NOTE #6 - Net Operating Loss Carryforward for Income Tax Purposes
- -----------------------------------------------------------------
The Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal Revenue Codes are met. These losses are
as follows:
<TABLE>
<CAPTION>
Year of Loss Amount Expiration Date
-------------------------------------------------------
<C> <C> <C>
July 31, 1982 $ 728,099 1997
July 31, 1983 181,918 1998
July 31, 1984 317,779 1999
July 31, 1985 448,697 2000
July 31, 1986 570,831 2001
July 31, 1987 202,722 2002
July 31, 1988 136,277 2003
July 31, 1989 11,573 2004
July 31, 1990 34,099 2005
July 31, 1991 45,224 2006
July 31, 1992 31,777 2007
July 31, 1993 45,230 2008
July 31, 1994 59,869 2009
July 31, 1995 119,224 2010
July 31, 1996 388,387 2011
July 31, 1997 265,820 2012
</TABLE>
The Company has adopted FASB 109 to account for income taxes. The Company
currently has no issues that create timing differences that would mandate
deferred tax expense. Net operating losses would create possible tax assets in
future years. Due to the uncertainty as to the utilization of net operating
loss carryforwards an evaluation allowance has been made to the extent of any
tax benefits that net operating losses may generate.
<TABLE>
<CAPTION> 1997 1996
------------ ------------
<S> <C> <C>
Current Tax Asset Value of Net Operating Loss
Carryforwards at Current Prevailing Federal
Tax Rate $ 972,206 $ 1,032,470
Evaluation Allowance (972,206) (1,032,470)
------------ ------------
Net Tax Assets $ -0- $ -0-
Current Income Tax Expense -0- -0-
Deferred Income Tax Expense -0- -0-
</TABLE>
NOTE #7 - Lease Commitments
- ---------------------------
The Company leases office space in San Diego, California at $2,122 per month.
The lease is on a month to month basis.
The Company leases a driving range for its golf activities in Orange County,
California. The lease has a three-year term with two, three year renewal
options. The lease commenced April 1, 1997, and will expire on March 31, 2000.
<PAGE>
Customer Sports, Inc.
Notes to Financial Statements -Continued-
NOTE #7 - Lease Commitments -Continued-
- ---------------------------------------
Lease commitments are as follows:
<TABLE>
<CAPTION>
Fiscal
Year Ended Amount
--------------- ----------
<C> <C>
July 31, 1997 $ 8,000
July 31, 1998 28,000
July 31, 1999 36,000
July 31, 2000 24,000
</TABLE>
NOTE #8 - Costs Incurred in Oil & Gas Activities
- ------------------------------------------------
<TABLE>
<CAPTION>
July 31, July 31,
1997 1996
----------- -----------
<S> <C> <C>
Capitalized Costs:
Acquisitions of Producing Oil, Gas & Equipment $ -0- $ -0-
Expensed:
Delay Rents, Royalties and Well Expenses 13,240 25,840
Depletion 23,945 27,391
</TABLE>
NOTE #9 - Related Party Transactions
- ------------------------------------
The holders of notes are current officers and others, who during their tenure as
Officers, have provided services, or cash, totaling $135,263. These notes bear
interest at 12% and have 36 month terms.
NOTE #10 - Subsequent Events
- ----------------------------
Subsequent to its year end the Vice President and Chief Operating Officer
resigned from his position with the Company.
NOTE #11 - Stock Options
- ------------------------
The Company has an aggregate of $75,000 in notes payable that allow the holders
thereof to convert their notes to 500,000 shares at $0.15 per share. The note
holder loses convertibility of 3.33% of the original amount for each payment
received from the Company.
The Company granted options to two officers as follows:
1. President/Chief Executive Officer, 2,000,000 options to acquire
2,000,000 shares of common stock at $0.10 per shares for a period of five years
commencing April 4, 1997.
2. Vice President/Chief Executive Officer, 1,000,000 shares of common stock
at $0.10 per share for a period of five years commencing April 4, 1997.
<PAGE>
Customer Sports, Inc.
Notes to Financial Statements -Continued-
NOTE #12 - Consultant Agreement
- -------------------------------
On September 23, 1997, the Company modified the Consultant Agreements with two
of its Officers as follows:
1. The President and Chief Executive Officer, was to receive a consultant
fee of $10,000 per month for three months commencing March 1, 1996 and $15,000
per month commencing July 1, 1996. The Contract stipulated that these
consultant fees were contingent upon the Company reaching "benchmark" funded
levels. The benchmark-funded level was not met and the Consultant Agreement
provided that in such case the President/Chief Executive Officer would
receive $5,000 for the first three months and $7,500 for the remaining nine
months.
2. The Vice President and Chief Executive Officer, was to receive $7,500 per
month for the first three months and $10,000 for the remaining nine months.
Again, since the benchmark-funded level, was not met, the consulting
agreement granted him $3,750 for three months and $5,000 for the remaining
nine months. The Vice President resigned September 29, 1997.
NOTE #13 - Non Cash Financing and Investing Activities
- ------------------------------------------------------
The Company has issued 6,225,000 shares of its common stock for services valued
at $62,250 in 1995 and 1996. In addition, the Company issued 25,000 shares of
its common stock in settlement of a $26,500 account payable.
The Company issued 2,038,000 shares at $0.01 per share, for services received
during the year ended July 31, 1997.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000051853
<NAME> CUSTOMER SPORTS, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JUL-31-1997
<CASH> 234
<SECURITIES> 0
<RECEIVABLES> 3,213
<ALLOWANCES> 0
<INVENTORY> 23,218
<CURRENT-ASSETS> 0
<PP&E> 847,637
<DEPRECIATION> 703,973
<TOTAL-ASSETS> 173,329
<CURRENT-LIABILITIES> 312,380
<BONDS> 0
0
0
<COMMON> 137,668
<OTHER-SE> (491,644)
<TOTAL-LIABILITY-AND-EQUITY> 173,329
<SALES> 34,414
<TOTAL-REVENUES> 34,414
<CGS> 17,746
<TOTAL-COSTS> 217,468
<OTHER-EXPENSES> 65,020
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (265,820)
<INCOME-TAX> 0
<INCOME-CONTINUING> (265,820)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (265,820)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> 0
</TABLE>
/Letterhead/
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, #300
Salt Lake City, Utah 84111
801-521-2392
Darrell T. Schvaneveldt, C.P.A.
Consent of Darrell T. Schvaneveldt
Independent Auditor
I consent to the use, of our report dated July 31, 1997, on the financial
statements of Customer Sports, Inc., dated December 8, 1997, included herein.
/S/ Schvaneveldt & Company
Salt Lake City, Utah
December 12, 1997
