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, 1999 Commission file No. 0-5304
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CUSTOMER SPORTS, INC.
----------------------
(Exact name of Registrant as specified in its charter)
Utah 87-0282745
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
1023 RELIANCE WAY, 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:
$1,460,620 As Of July 31, 1998
-------------------------------
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, 1999
- -------------------------------- ---------------------------------
COMMON STOCK, $.01 PAR VALUE 32,353,793
Documents incorporated by reference NONE
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . 3
ITEM 2. PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . 6
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . 9
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS . . . . 9
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . 9
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . .10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . .10
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. . . . . . . . . . . . . . . . . .14
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . .15
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
2
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 purpose 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 2,766,582 shares of its common
stock (adjusted for reverse stock splits in 1982 and 1997) 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
amount of 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, the Registrant held discussions with Pitts Oil company
concerning the sale of Registrant's operating wells in Texas because of
declining revenues. Discussions were later terminated. Registrant
did not re-open discussions. Later in 1989, Company elected not to
attempt to further exploit the properties and exchanged certain of its
marginally productive and non-productive properties with Northland Royalty
Corp. In the same year, management conducted discussions with numerous
parties concerning some form of business combination or financing. These
discussions proved unsuccessful.
During the period 1989-1994 the Company sought various business
combinations and alliances to restore the Company's operations but was
unsuccessful.
3
In 1994, Registrant attempted to acquire 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 opportunities to re-constitute the Company by re-directing its
efforts internally and ceasing merger/acquisition discussions.
During 1995, the Company created and attempted to raise capital for
The Golf Show, a major retailing effort in golf. The effort was abandoned
due to lack of capital.
In 1996, Registrant entered into the retail distribution of golf
products under a Back Nine Golf subsidiary. Once again, capital was
insufficient to develop a significant distribution presence and the
effort was terminated at the end of 1996.
In 1997, Registrant re-focused the efforts of Back Nine Golf to
operate retail facilities at public driving ranges. The Company had
previously developed a unique computer-based customer generation,
sales and retention system. In April of 1997, Registrant opened its
first retail facility and signed an agreement for first right of
refusal for 50 more facilities. In April 1997, Registrant leased new
office space to support its staff. In July 1997, the Company engaged
Stockton Equities to provide the capital necessary for the inventory
requirements of the shops. In October 1997, Registrant moved its
offices to its present location. In December of 1997, Registrant filed an
S-8 registration for 4,450,000 shares and options to be issued to various
entities involved in the promotion of the Company's activities.
In January 1998, the Company expanded its business plan to include
operations of the ranges themselves in addition to the retail space.
The Company engaged Stockbroker Relations, Inc. to provide the financial
community with news of the company in order to diminish the cost of
capital for the new business. In March 1998, the Registrant purchased
an exclusive nationwide license to distribute microbial products to
golf courses and driving ranges from a subsidiary of U.S. Microbics. The
price was 1,000,000 shares of the Registrant's common stock. The
products are designed to encourage growth and result in significant
water savings.
During 1998 and 1999, Registrant entered into two leases to operate
driving ranges and their associated retail facilities under the name
Community Golf Centers.
In May of 1999, the Registrant planned a second company, BIGTOP
GOLF.com that acts in harmony with the range management and promotions
company. BIGTOP enrolls members at tent sales conducted at golf
locations like driving ranges and uses the Internet to test products,
to advertise products and to fulfill the desires of its members. The
Internet will also assist in the tent sales by the Web site to be
created. BIGTOP sets up opportunities for Community Golf at the
driving ranges where the tent sales are held.
In July 1999, Registrant separated into three operating entities and
incorporated both BIGTOP and Community Golf.
Under its plan of operations, Community Golf will provide local range
management and promotion; BIGTOP will utilize tent shows to procure
members and to set up the possibility for Community Golf. Customer
Sports will be responsible for all member service, telemarketing and
the Internet presence.
4
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.
In December 1997, the Board added Mr. William Carr and Mr. Eldon
Clawson, both of whom were investors in the Company's private offering of
securities.
Registrant's office is located at 1023 Reliance Way, Del Mar,
California 92014; telephone 619-481-2400. Registrant moved to these
offices in October 1997. Registrant had one full time employee as of
year-end July 31,1999. During the year, employee levels varied from
one to 22.
( b ) Narrative Description of Business
- --------------------------------------------------
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 and operating agreements whereby an unaffiliated operator
operates the wells. This operator, 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
Registrant's operating wells secure a convertible note in the amount of
$75,000 issued by the Registrant in a private placement during 1995 and
1996.
Registrant currently specializes in golf-related businesses. Its first
operation, Community Golf Centers, 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 CGC Clubhouse. Community Golf 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 Community Golf'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.
There are over 2,000 ranges in the United States. Community Golf seeks
to implement its management/marketing system by capturing a 10-15%
market share of these ranges over a 3-5 year period.
5
Community Golf creates:
- -- Cash flow from range operations and merchandise sales from two
different sources;
- -- An expanding customer base who join a membership club of the Company;
- -- Awareness of new products where the Company may elect to invest;
- -- Creates opportunities for new businesses using the its membership
base.
Its second business, funded in August 1999 is BIGTOP Golf.com that
combines the excitement and allure of tent shows of golf merchandise
with the capabilities of the Internet in the goal of establishing a
database of 1.5 million Members by 2004.
A third business of Registrant, in the planning stage, is NIH Golf.
NIH would have the capability of marketing and fulfillment for the myriad
small, undercapitalized companies trying to make a go of it in golf. NIH
would acquire an equity interest in each company for whom it provides
services.
Registrant intends to grow or acquire related businesses using the
established 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.
( c ) Industry Competition
- ------------------------------------
The Registrant encounters strong competition in its businesses.
Better-capitalized companies occupy positions of strength in the oil and
gas business, in off course golf 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 largely 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 abandoned its single lease of a retail facility at one
driving range in early 1998. It was forced to abandon the Double Eagle
driving range two months after initiating the lease due to lack of capital.
Despite the capital lack, it operated its site at Rancho Cucamonga until
April of 1999 when the owner of the property terminated the ground lease
and therefore Community Golf's sub-lease. Registrant was unable, for lack
of funds, to initiate suit against the lessee and the landlord. Registrant
leases office space from its Chairman.
Registrant owns various interests in oil and gas leases, which are
located in Texas. In 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.
6
The transaction resulted in the write-off of an $82,684 liability to
Northland that was offset against current operating expenses.
In June of 1993, Registrant elected to write down the carrying costs
of all 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 exchanged interests in certain oil and gas
interests in a Montana field known as the Haystack Butte. 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. The
property was sold to another Operator in July 1996.
Registrant presently holds 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 prepared for its fiscal
year 1985. 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 proven 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 1998 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
1995,1996, 1997, 1998, and 1999 fiscal years from Registrant's net
recoverable oil and gas production as of July 31, 1985.
Management, based on its best judgment, provides the estimates presented
below:
<TABLE>
<CAPTION>
PROVED
PROVED RESERVES DEVELOPED RESERVES
YEAR ENDED ----------------------- -----------------------
July 31 Natural Crude Oil Natural Crude
Year Gas (Mcf) (Bbl) Gas (Mcf) Oil (Bbl)
------------ ------------ ----------- ------------- ------------
<S> <C> <C> <C> <C>
1995 199,000 140 199,000 140
1996 150,000 110 150,000 110
1997 100,000 70 100,000 70
1998 75,000 50 75,000 50
1999 50,000 30 50,000 30
</TABLE>
7
Productive wells and Producing Areas
Registrant's interest in gross and net productive wells located on its
properties as of July 31, 1999, was as follows:
<TABLE>
<CAPTION>
WELLS LOCATION GROSS NET
------------ ------------ ------------ ------------
<S> <C> <C> <C>
Gas Texas 7 1.25
--------------------------------------------------
</TABLE>
Gross and net developed acres covered by Registrant's properties as of July
31, 1998, were as follows:
<TABLE>
<CAPTION>
LOCATION GROSS NET
------------ ------------ ------------
<S> <C> <C>
Texas 4,344 805
</TABLE>
( c ) 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 1999,
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.
8
ITEM 3. LEGAL PROCEEDINGS
- ---------------------------
There are no legal proceedings against the Company as of July 31,
1999. Registrant mediated its dispute with the operator of the range it was
forced to abandon. Registrant agreed to pay $12, 000 rather than the
$24,000 sought by the landlord. Registrant is pursuing arbitration with Roy
Meadows, his Stockbroker Relations firm and its principals in an effort to
cancel 2.2 million shares issued for services not provided and for breach
of a fiduciary responsibility as agent of the Registrant..
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------------------------------------------------------------
The Registrant did not have a shareholder meeting during the
fiscal year. 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 proposed
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 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
that was approved in May 1997, and 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>
1999 Sales Price 1998 Sales Price
------------------- -------------------
Quarter Ended bid High Low High Low
----------------- Asked Bid Asked Bid
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
October 31 $.09 $.04 $.31 $.09
January 31 $.15 $.02 $.30 $.06
April 30 $.02 $.01 $.38 $.07
July 31 $.01 $.01 $.16 $.05
</TABLE>
9
( b ) HOLDERS
- ----------------------
The approximate numbers of Registrant's common stock holders based
upon the transfer records of Registrant as of July 31, 1999, were 623. In
addition, 108 shareholders hold stock in Street Name.
( c ) 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
- -------------------------
1998 1997 1996 1995
<S> <C> <C> <C> <C>
Total Sales $ 68,490 $ 31,039 $ 45,015 $ 57,561
Net Earnings (Loss) $(515.064) $(265,820) $(388,387) $(119,224)
Total Assets $ 60,826 $ 173,329 $ 275,343 $ 295,263
Total Long Term Debt $ 157,377 $ 319,263 $ 32,105 $ 0
Net Gain (Loss) Per $ (0.03) $ (0.02) $ (0.01) $ (0.00)
</TABLE>
No dividends were paid in fiscal 1999 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 1999, Registrant continued to experience severe
financial difficulties caused by lack of capital to augment its growth.
During the period, the Registrant ceased operations at driving ranges for
its business. Capital to support the growth was not made available during
the fiscal year,
Further, oil and gas revenues declined. Registrant's change in the
repayment schedule on $75,000 secured debt was accepted. Registrant
anticipates that arrearages will be made up from other revenue sources
associated with its golf business should such anticipated revenues, in
fact, be received.
10
Registrant's total stockholder's equity for fiscal 1999 was ($508,545)
compared to ($451,984) for fiscal 1998, an increase of $56,561
occasioned by operating losses, depletion, and the start up expenses of the
Registrant's new activity.
Registrant cancelled its licensing agreement with U.S. Microbics in
October 1998. Licensor agreed to return 1,000,000 shares and paid
registrant $3,750.
Management personnel re-wrote employment contracts so that arrearages
could be forgiven, paid out over time or were converted into equity in
the Corporation via options.
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
sources of operating revenue have been the sales of golf merchandise and
Registrant's interests in producing gas wells in Texas. The Texas wells
currently produce anywhere from negative balances to $2,000 in net revenues
per month depending on price. Net revenues are not predictable.
Registrant does not desire to expend the funds necessary expand
activities in Texas.
Registrant's 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 and then
again after October 1997.
In the judgment of Management, the future success of Registrant is
dependent upon the following factors:
-- Establish Community Golf Centers as a viable operating golf entity
-- Obtain necessary capital to implement the 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 1999 were $8,730 as compared to $37,825 for fiscal year
1998 as two wells were abandoned. Revenues from the golf business that
had been dormant but re-opened for operation in August1998 were
$197,611 vs. $28,115 in 1998.
11
(c) Effect of Inflation/Business Cycle
---------------------------------------
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.
The driving range business is insulated from the impact of the
business cycle to a certain degree. Management is of the opinion that
because of the type of merchandise to be offered by the Company, that
its retail operations will not be impacted significantly by an
economic downturn.
(d) Subsequent Events
----------------------
In August 1999, Citadel Capital agreed to fund BIGTOP Golf,
provide a line of credit for up to one million dollars and to fund the
Community Golf Centers operation. Registrant sold 16% of BIGTOP and
12.5% of Community Golf for $500,000. The Registrant is in the process
of securing additional capital. BIGTOP conducted its first tent sale
in October 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------------------------------------------------------
The financial statements meeting the requirements of Regulation S-X,
with the exception of unaudited 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>
NAME AGE DIRECTOR SINCE OFFICE
- ---------------------- ------ --------------- -------------------
<S> <C> <C> <C>
Edmund J. Irvine, Jr. 59 1985 Chairman/President
S. Michael Sharp 49 1997 Secretary
Gary A. Stougaard 47 1995 Director
Richard Mangerelli 58 1997 Director
Michael H O'Neal 45 1996 Director
William Carr 68 1997 Director
Eldon R. Clawson 73 1997 Director
</TABLE>
12
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 the investment banking industry. For seven years he
was a partner and principal with his own brokerage firm. He has been
president of two equity based real estate lending organizations. He is
currently President of Customer Sports and its Community Golf Centers
subsidiary.
S. Michael Sharp, Ph.D., 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. He served as Senior Vice President and Chief Operating Officer
for Customer Sports until his resignation in September 1997. 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 Acquisitions for as publicly traded real
estate investment trust in the hotel business. He has served in executive
capacities with various companies with profit and loss responsibilities and
spent over six years as an audit manager with Ernst and Whinney. He has
directed major real estate projects and has been involved in multi- hotel
financing and the creation of equity. He is familiar with public offerings,
mergers and acquisitions and leverage buyouts.
Michael H. O'Neal
- ------------------
Mr. O'Neal is an officer in the firm of First Albany Securities, a general
securities firm. He has been a specialist in municipal finance as a General
Securities Principal for over 28 years. He was a partner in the Solana
Beach Firm of Whipple, Kinsell, and O'Neal. He was also a partner of 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.
13
Dennis W. Altbrandt
- -------------------
Mr. Altbrandt is a consultant in the field of communications and
electronics. He is the former 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. Mangiarelli is president and CEO of Cybertel Communications, a publicly
held communications company that is developing telefony communications for
the Internet. Cybertel operates primarily through 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.
Mr. Eldon R. Clawson
- ---------------------
Mr. Clawson is a retired attorney and investor. Following a term with the
law firm of Gibson, Dunn and Crutcher, Mr. Clawson joined Bekins Van and
Storage as General Counsel. He became head of their most profitable, non-
moving and storage division, the Business Services Group. He has served on
the board of a number of companies including firms engaged in franchising
and insurance brokerage. He is a graduate of the University of Arizona
School of law and received his Master of Law degree from the Columbia Law
School in New York City.
Mr. William H. Carr
- -------------------
Following retirement from the United States Navy, Mr. Carr founded C&R
construction, a firm that built hundreds of homes, shopping malls,
industrial buildings and warehouses. He has served multiple terms on the
City Commission of Desert Hot Springs and was instrumental in the
construction of new schools and sewers and tourist attractions. He served
on the Riverside County Central Committee for seven years. Mr. Carr is a
retired investor and ordained minister.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
Mr. Irvine received cash compensation during the fiscal year ended
July 31, 1999 of $34,500. Mr. Irvine also received 2,400,000 shares for
services; Mr. Sharp 850,000 for payment of services and in kind for accrued
interest.
14
Mr. Irvine exercised options for 6.25 million shares at $0.005 per
share and agreed to a note for $71250 for the balance still owed him under
contract.
Mr. Sharp exercised options for 2,450,000 shares at a price of $0.005
previously granted
Directors of the Corporation had the purchase price of their options
on 2,000,000 shares changed from a price of $0.10 for a period of
three years from the date of grant to a price of $0.01. Each Director
paid $500 in cash and a note for $2,000 for the options or $0.01 per
option. 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, 1999.
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.
<TABLE>
<CAPTION>
COMMON STOCK
- ------------
Name and Address of
Beneficial Owner
- --------------------------- --------------- ------------
<S> <C> <C>
Edmund J. Irvine, Jr.
1023 Reliance Way
Del Mar, California 92014 11,631,000 35.94%
Gary A. Stougaar
5721 Chelsea Ave.
La Jolla, California 92014 462,500 1.40%
S. Michael Sharp, Ph.D
Oil El Camino Real
San Diego, California 92130 4,868,500 15.04%
Richard Mangiarelli
Orchid Lane
Del Mar, California 92104 62,500 0.2%
15
Dennis Altbrandt
5300 Preserve Parkway South
Greenwood Village, Colorado 80121 362,500 1.2%
William Carr
15459 Happy Hollow Lane
Pauma Valley, California 92061 572,500 1.7%
Eldon R. Clawson
1286 Elk Place
Davis, California 95616 18,234,000 56.35%
*Holding are based upon certain performance provisions.
Other Major Shareholders:
- -------------------------
Roy Meadows
1230 Longwood Avenue, Suite 200
Longwood, Florida 32714 4,194,117 12.9%
David A. Tenwick
480 Medic Way
Worthington, Ohio 43085 800,500 2.5%
John Vanover
1705 Blue Mountains
Las Vegas, Nevada 89108 750,000 2.4%
Frank DeMarco, Trustee (1)
899 El Centro St., Suite 201
South Pasadena, California 91030 600,000 2.9%
Unified Professional Services
c/o David Bustrum
1316 North Walnut
LaHabra Heights, California 90631 575,000 1.8%
Robert C. Brehm
6935 El Camino Real, Suite 105-279
Carlsbad, California 92009 500,000 1.7%
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND TRANSACTIONS
- ------------------------------------------------
During Fiscal Year 1999, the Board authorized the creation of separate
operating divisions to be funded separately. The Board issued 1,610,000
shares to debt holders for payment in kind. Other option exercises were
treated elsewhere in this filing under Compensation.
16
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
17
SIGNATURES
-----------
INCORP, INC.
--------------
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.
- -----------------------------
EDMUND J. IRVINE, JR. November 12, 1999 President, Chairman
Director
/S/ S. Michael Sharp
- ----------------------------- November 12, 1999 Secretary, Director
S. MICHAEL SHARP
/S/ William Carr
- ----------------------------- November 12, 1999 Director
WILLIAM CARR
/S/ Michael H. O'Neal November 12, 1999 Director
- -----------------------------
MICHAEL H O'NEAL
/S/ Dennis Altbrandt November 12, 1999 Director
- -----------------------------
DENNIS ALTBRANDT
/S/ Eldon R. Clawson November 12, 1999 Director
- -----------------------------
ELDON R. CLAWSON
18
Customer Sports, Inc.
FINANCIAL STATEMENTS
JULY 31, 1999
&
JULY 31, 1998
/Letterhead/
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, Suite #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, 1999 and 1998, and the related statements of operations,
stockholders' equity, and cash flows for the years ended July 31, 1999,
1998 and 1997. 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, 1999 and 1998, and the results of its operations and its cash
flows for the years ended July 31, 1999, 1998, and 1997, 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 #12 to the
financial statements, the Company has an accumulated deficit and a negative
net worth at July 31, 1999. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also discussed in Note #12. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
/S/ Schvaneveldt & Company
Salt Lake City, Utah
November 9, 1999
Customer Sports, Inc.
Balance Sheet
July 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Current Assets
- --------------
Cash $ -0- $ 0,927
Receivables (Note #3) -0- 2,732
Inventory -0- 7,218
----------- -----------
Total Current Assets -0- 30,877
Other Assets
- ------------
License -0- 10,000
Refundable Deposit -0- 3,000
Equipment - Net 729 3,150
Oil & Gas Properties
(Successful Efforts Method) 732,901 732,901
Less Accumulated Depreciation ( 724,961) ( 719,102)
----------- -----------
Total Other Assets 8,669 29,949
----------- -----------
Total Assets $ 8,669 $ 60,826
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
Customer Sports, Inc.
Balance Sheet -Continued-
July 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
- --------------------
Cash in Bank - Overdraft $ 10,060 $ -0-
Accounts Payable & Accrued Expenses 126,590 117,920
Notes Payable (Note #5) 380,564 237,513
----------- -----------
Total Current Liabilities 517,214 355,433
Long Term Liabilities
- ---------------------
Notes Payable (Note #5) -0- 157,377
Stockholders' Equity
- --------------------
Capital Stock, 50,000,000 Shares at $0.01
Par Value; 32,407,703 & 20,866,253
Shares Issued and Outstanding Restated 324,077 208,660
Paid In Capital 6,758,403 6,750,383
Deficit in Retained Earnings (7,591,025) (7,411,027)
----------- -----------
Total Stockholders' Equity ( 508,545) ( 451,984)
----------- -----------
Total Liabilities &
Stockholders' Equity $ 8,669 $ 60,826
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
Customer Sports, Inc.
Statements of Operations
For the Years Ended July 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Revenues
- --------
Golf Sales & Fees $ 197,611 $ 28,115 $ 34,414
----------- ----------- -----------
Total Revenues 197,611 28,115 34,414
Cost of Sales
- -------------
Cost of Golf Sales 21,549 12,209 17,746
----------- ----------- -----------
Gross Profit 176,062 15,906 16,668
Operating Expenses
- -------------------
Consulting Fees 5,000 18,860 162,125
General & Administrative Expenses 309,909 146,984 165,132
Interest Expenses 40,377 46,720 47,011
Depreciation & Amortization 8,280 24,072 25,333
Loss Prepaid Advertising -0- 222,500 -0-
Prior Period Accruals -0- -0- ( 182,133)
----------- ----------- -----------
Total Costs & Expenses 363,566 459,136 217,468
----------- ----------- -----------
Loss from Operations ( 187,504) ( 443,230) ( 200,800)
- -------------------- ----------- ----------- -----------
Other Income (Expenses)
- -----------------------
Gain on Sale of Assets -0- 2,550 6,500
Oil & Gas Revenues 8,730 37,825 41,720
Write Off Impaired Oil Wells -0- ( 100,000) ( 100,000)
Lease Operating Expenses, Delayed
Rentals, Royalties, & Taxes - Oil Well ( 1,224) ( 12,209) ( 13,240)
----------- ----------- -----------
Total Other Income 7,506 ( 71,834) ( 65,020)
----------- ----------- -----------
Net Loss ($ 179,998) ($ 515,064) ($ 265,820)
=========== =========== ===========
Net Loss Per Share
Of Common Stock ($ .01) ($ .03) ($ .02)
Weighted Average Number
Of Shares Outstanding
During Period 19,865,997 17,080,356 11,598,256
</TABLE>
The accompanying notes are an integral part of these financial statements
Customer Sports, Inc.
Statements of Stockholders' Equity
For the Period August 1, 1997 to July 31, 1999
<TABLE>
<CAPTION>
Deficit
Common Stock Paid In Retained
Shares Amount Capital Earnings
----------------------------------------------------
<S> <C> <C> <C> <C>
Balance, August 1, 1997 13,776,734 137,770 6,404,217 (6,895,963)
Shares Issued for Cash
at $0.10 Per Share 50,000 500 5,125
Shares Issued for License
at $0.01 Per Share 1,000,000 10,000
Shares Issued for Cash
at $0.06 Per Share 2,194,117 21,940 112,559
Shares Issued in Satisfaction
of Accrued Interest at
$0.08 Per Share 390,146 3,900 28,232
Shares Issued to Acquire
Prepaid Services at $0.10
Per Share 2,225,000 22,250 200,250
Shares Issued for Services
at $0.01 Per Share 1,230,000 12,300
Loss for Year Ended
July 31, 1998 ( 515,064)
----------------------------------------------------
Balance, July 31, 1998 20,865,997 208,660 6,750,383 (7,411,027)
Shares Returned for Surrender
of License Acquired Fiscal Year
Ended July 31, 1998 (1,000,000) (10,000)
Shares Issued to Officer in
Satisfaction of Notes Payable,
Accrued Consulting & Interest
at $0.01 Per Share 2,260,000 22,600 2,868
</TABLE>
The accompanying notes are an integral part of these financial statements
Customer Sports, Inc.
Statements of Stockholders' Equity -Continued-
For the Period August 1, 1997 to July 31, 1999
<TABLE>
<CAPTION>
Deficit
Common Stock Paid In Retained
Shares Amount Capital Earnings
----------------------------------------------------
<S> <C> <C> <C> <C>
Shares Issued to Officer in
Satisfaction of Notes Payable,
Accrued Consulting & Interest
at $0.01 Per Share 8,410,000 84,100 ( 1,463)
Shares Issued in Satisfaction
of Interest on Investor Notes
at $0.014 Per Share 1,687,500 16,875 6,615
Shares Issued to Former Officer
in Payment of Accrued Interest
at $0.01 Per Share 10,000 100
Shares Issued for Loan Origination
for $0.01 Per Share 120,000 1,200
Shares Issued for Services at $0.01
Per Share 54,206 542
Loss for Year Ended
July 31, 1999 ( 179,998)
----------------------------------------------------
Balance, July 31, 1999 32,407,703 $ 324,077 $6,758,403 ($7,591,025)
====================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
Customer Sports, Inc.
Statements of Cash Flows
For the Years Ended July 31, 1999, 1998 & 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Cash Flows from Operating Activities
- ------------------------------------
Net Loss ($ 179,998) ($ 515,064) ($ 265,820)
Adjustments to Reconcile Net
Income (Loss) to Net Cash
Provided by Operating Activities:
Write Off of Accounts Payable -0- -0- ( 182,133)
Shares of Common Stock Issued
for Services in Lieu of Cash 114,870 269,667 30,880
Write Off of Impaired Assets -0- 100,000 100,000
Depreciation 8,280 24,072 25,333
Changes in Operating Assets & Liabilities:
(Increase) Decrease in Receivables 2,723 481 ( 165)
(Increase) Decrease in Inventory 7,218 16,000 ( 22,718)
(Decrease) Increase in Accounts Payable 8,670 ( 15,495) 76,946
Decrease (Increase) in Refundable Deposit 3,000 -0- -0-
----------- ----------- -----------
Net Cash (Used) by Operating Activities ( 35,237) ( 120,339) ( 237,677)
Cash Flows from Investing Activities
- ------------------------------------
Purchase of Equipment -0- ( 2,643) ( 4,200)
Sale of Assets -0- 2,550 750
----------- ----------- -----------
Net Cash (Used) by Investing Activities -0- ( 93) ( 3,450)
Cash Flows from Financing Activities
- ------------------------------------
Sale of Common Shares -0- 140,125 135,000
Increase in Notes Payable 5,000 6,500 103,113
Cash Paid on Notes Payable ( 750) ( 5,500) -0-
----------- ----------- -----------
Net Cash Provided by Financing Activities 4,250 141,125 238,113
----------- ----------- -----------
Increase (Decrease) In Cash ( 30,987) 20,693 ( 3,014)
----------- ----------- -----------
Cash at Beginning of Year 20,927 234 3,248
----------- ----------- -----------
Cash at End of Year ($ 10,060) $ 20,927 $ 234
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
Customer Sports, Inc.
Statements of Cash Flows -Continued-
For the Years Ended July 31, 1999, 1998 & 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Disclosures from Operating Activities
- --------------------------------------
Interest $ 40,377 $ 46,720 $ 47,011
Taxes -0- -0- -0-
Significant Non Cash Transactions
- ---------------------------------
Stock Issued for Services 2,038,000 Shares -0- -0- 30,880
Stock Issued for Services 3,455,000 Shares -0- 234,800 -0-
Stock Issued for License 1,000,000 Shares -0- 10,000 -0-
Stock Issued for Accrued Expenses 390,146 Shares -0- 32,063 -0-
Stock Issued for Accrued Expenses 1,871,706
Shares 25,332 -0- -0-
Stock Issued for Notes Payable Accrued Expenses
to Officers 10,670,000 Shares 108,105 -0- -0-
</TABLE>
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.
NOTE #2 - Summary of Significant Accounting Policies
- ----------------------------------------------------
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the period
when the goods are shipped to the customer.
C. 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.
D. Basic Earnings Per Shares are computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding during the period. Diluted Earnings Per Share shall be
computed by including contingently issuable shares with the weighted
average shares outstanding during the period. When inclusion of the
contingently issuable shares would have an antidilutive effect upon
earnings per share no diluted earnings per share shall be presented.
E. Inventories: Inventories are stated at the lower of cost, determined
by the FIFO method or market.
F. 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.
G. Depreciation: The cost of property and equipment is depreciated over
the estimated useful lives of the related assets. The cost of
leasehold improvements is amortized over the lesser of the length of
the lease of the related assets of the estimated lives of the assets.
Depreciation and amortization is computed on the straight line method.
H. 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.
Customer Sports, Inc.
Notes to Financial Statements -Continued-
NOTE #3 - Receivables
- ---------------------
<TABLE>
<CAPTION>
July 31, July 31,
1999 1998
--------- ---------
<S> <C> <C>
Receivables consist of the following:
Current Assets Due from Oil &
Gas Production & Royalty $ -0- $ 2,732
--------- ---------
Total $ -0- $ 2,732
========= =========
</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, 1999 and 1998.
<TABLE>
<CAPTION>
Depreciation Accumulated
1999 1998 Expense Depreciation
Cost Cost Life 1999 1998 1999 1998
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Furniture & Fixtures $ 12,092 $ 12,092 5 $ 2,421 $ 2,420 $ 6,247 $ 3,827
Compressors 5,116 5,116 5 -0- -0- 5,116 5,116
--------------------------------------------------------------
Total Equipment $ 17,208 $ 17,208 $ 2,421 $ 2,420 $ 11,363 $ 8,943
Oil & Gas Wells
Tangible $732,901 $732,901 $ 5,589 $ 21,652 $724,961 $719,102
</TABLE>
Customer Sports, Inc.
Notes to Financial Statements -Continued-
NOTE #5 - Notes Payable
- -----------------------
<TABLE>
<CAPTION>
The Company has notes payable as follows:
July 31, 1999 July 31, 1998
Long Short Long Short
Term Term Term Term
-----------------------------------------
<S> <C> <C> <C> <C>
Note Payable (Wilson Judgement) Interest
12% per Annum Unsecured $ -0- $68,627 $ -0- $68,627
Note Payable - 10%Interest, Term 36 Months -0- 10,000 3,614 6,386
Note Payable - 10% Interest, Term 36 Months -0- 15,000 -0- 15,000
Note Payable - 10% Interest, Term 36 Months -0- 10,000 -0- 10,000
Note Payable - 10% Interest, Term 36 Months -0- 10,000 -0- 10,000
Note Payable - No Interest, Term 12 Months -0- -0- -0- 750
Note Payable - 12% Interest -0- 5,750 -0- 5,750
Note Payable - 12% Interest, Term 36 Months -0- 12,500 -0- 12,500
Note Payable - 12% Interest, Term 36 Months -0- 12,500 -0- 12,500
Note Payable - 10% Interest, Term 36 Months -0- 25,000 -0- 25,000
Note Payable - 10% Interest, Term 36 Months -0- 5,000 -0- 5,000
Note Payable - Eight Investors, 12% Interest,
Term 36 Months -0- 90,000 30,000 60,000
Note Payable - Officer, 10% Interest,
Term 36 Months -0- 25,000 38,576 -0-
Note Payable - Officer, 10% Interest,
Term 36 Months -0- 50,600 44,600 6,000
Note Payable - Officer, 10% Interest,
Term 36 Months -0- 40,587 40,587 -0-
-----------------------------------------
Total Notes Payable $ -0- $ 380,564 $ 157,377 $ 237,513
=========================================
</TABLE>
Customer Sports, Inc.
Notes to Financial Statements -Continued-
NOTE #5 - Notes Payable -Continued-
- -------------------------------------
Debt service requirements for all notes are as follows:
Principal
Amount
Year Ended Due
----------------------------
July 31, 2000 $380,564
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
-------------------------------------------------------
<S> <C> <C>
July 31, 1982 $ 728,099 2002
July 31, 1983 181,918 2003
July 31, 1984 317,779 2004
July 31, 1985 448,697 2005
July 31, 1986 570,831 2006
July 31, 1987 202,722 2007
July 31, 1988 136,277 2008
July 31, 1989 11,573 2009
July 31, 1990 34,099 2010
July 31, 1991 45,224 2011
July 31, 1992 31,777 2012
July 31, 1993 45,230 2013
July 31, 1994 59,869 2014
July 31, 1995 119,224 2015
July 31, 1996 388,387 2016
July 31, 1997 265,820 2017
July 31, 1998 521,064 2018
July 31, 1999 179,356 2019
</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>
1999 1998
-------------------------
<S> <C> <C>
Current Tax Asset Value of Net Operating Loss
Carryforwards at Current Prevailing Federal
Tax Rate $1,210,349 $1,149,368
Evaluation Allowance (1,210,349) (1,149,368)
Net Tax Assets $ -0- $ -0-
Current Income Tax Expense -0- -0-
Deferred Income Tax Expense -0- -0-
</TABLE>
Customer Sports, Inc.
Notes to Financial Statements -Continued-
NOTE #7 - Lease Commitments
- ---------------------------
The Company canceled its lease on the golf driving range in Orange County,
California and in the subsequent year settled with the landlord for $3,000
in termination fees.
NOTE #8 - Costs Incurred in Oil & Gas Activities
- -------------------------------------------------
<TABLE>
<CAPTION>
July July
31, 1999 31, 1998
--------------------------
<S> <C> <C>
Capitalized Costs:
Acquisitions of Producing Oil, Gas & Equipment $ -0- $ -0-
Expensed:
Delay Rents, Royalties and Well Expenses 1,227 15,098
Depletion 5,859 21,562
--------------------------
</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 $116,187.
These notes bear interest at 10% and have 12 month terms.
NOTE #10- Stock Options
- ------------------------
The Company has an aggregate of $75,000 in notes payable that allow the
holder thereof to convert their notes to 1,000,000 shares at $0.075 per
share. The note holder loses convertibility of 3.33% of the original
amount for each payment received from the Company.
Each of the Company's seven directors has an option for 250,000 shares
which can be exercised for $0.01 per share ($2,500) prior to July 31, 2000.
NOTE #11 - Non Cash Financing and Investing Activities
- ------------------------------------------------------
In 1996, the Company has issued 6,225,000 shares of its common stock for
services valued at $62,250. 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 of its common stock at $0.01 per share,
for services received during the year ended July 31, 1997.
The Company issued 1,000,000 shares of its common stock to acquire a
distributor license valued at $10,000 during the year ended July 31, 1998.
Customer Sports, Inc.
Notes to Financial Statements -Continued-
NOTE #11 - Non Cash Financing and Investing Activities -Continued-
- -------------------------------------------------------------------
During the year ended July 31, 1998, the Company issued 390,146 shares of
its common stock, in satisfaction of accrued interest of $32,063, and an
additional 2,225,000 shares of its common stock, were issued for services
valued at $222,500.
During the year ended July 31, 1999, the Company issued 1,871,706 shares of
its common stock in satisfaction of accrued expenses of $25,332, and an
additional 10,680,000 shares for notes payable and accrued expenses to its
officers of $106,127.
NOTE #12 - Going Concern
- ------------------------
The Company has no assets and no operations from which it can obtain
working capital. The Company recognizes that it must find a source of
working capital or the Company may not be able to continue its existence.
NOTE #13 - Subsequent Events
- ----------------------------
At a Special Meeting of the Board of Directors on May 25, 1999, it was
approved to incorporate to wholly owned subsidiaries, from which it will
conduct diversified golfing related activities. It is anticipated that to
raise the necessary capital the Company will sell equity positions in both
subsidiaries, but in no event will the Companies' ownership be diminished
below 51%. The Incorporation of the Subsidiaries occurred in August 1999.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000051853
<NAME> CUSTOMER SPORTS, INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-START> AUG-01-1998
<PERIOD-END> JUL-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
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0
0
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</TABLE>
