Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

As of November 8, 1999, the issuer had 10,466,026 shares of its common stock issued and outstanding or to be issued.

The condensed consolidated balance sheet as of September 30, 1999 and the condensed consolidated statements of operations and cash flows for the three and nine months ended September 30, 1999 and 1998 and cumulative from May 1, 1995, have been prepared by the Company without audit. These interim financial statements include all adjustments, consisting only of normal recurring accruals, which management considers necessary for a fair presentation of the financial statements for the abo atements for the above months ended September 30, 1999, are not necessarily indicative of results that may be expected for the

Interim financial information (continued)

full year.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 1998. The accounting policies used in preparing the condensed consolidated financial statements are consistent with those described in the December 31, 1998 consolidated financial statements.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") establishes a fair value-based method of accounting for stock compensation plans. The Company has chosen to adopt the disclosure requirements of SFAS 123 and continue to record stock compensation for its employees in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). Under APB 25, charges are made to operations in accounting for stock options granted to employees when the option exercise prices are below the fair market value of the common stock at the grant date. Options granted to non-employees are recorded in accordance with SFAS 123.

In preparing condensed consolidated financial statements in conformity with generally accepted accounting principles, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Certain reclassifications have been made to the condensed consolidated financial statements shown for the prior periods in order to conform to the current period's classifications.

The Company entered into a five-year employment agreement with Vincent M. Nerlino beginning on January 1, 1996 and terminating on December 31, 2000, pursuant to which Mr. Nerlino served as the Company's Chairman, President and Chief Executive Officer. Mr. Nerlino is currently serving only as Chairman. The employment agreement provides for annual base compensation of $200,000 and an annual bonus based on pretax operating profits. The Company is obligated to provide Mr. Nerlino with a

5 Commitments and contingencies (continued)

5 Commitments and contingencies (continued)

In the second quarter of 1999, the Company entered into three-year employment agreements with five additional members of senior management. Under the terms of the employment agreements, each executive will receive an annual base salary of $90,000. A portion of the base salaries may be paid in common stock in lieu of cash. In light of the Company's current financial difficulties, in the initial contract year the five employees have agreed to accept a total of 520,000 shares of common sto 00 of cash. Additionally, the base salaries may be increased based on certain performance milestones and must be approved by the Company's President, Chief Executive Officer and Board of Directors. The agreements may be terminated with or without cause. As an incentive to enter into an agreement, in the second quarter of 1999, one of the officers received 200,000 shares of common stock and 750,000 stock options, with an exercise price of $1.00, that vest in equal installments over three years commencing >

On June 30, 1996, a default judgment was entered against Infinet, the Company's wholly-owned subsidiary, and certain of the Company's principal stockholders by a former shareholder of Fans Publishing, Inc., alleging breach of contractual commitments and other matters. Effective October 14, 1997, on behalf of himself and the Company, Mr. Nerlino entered into a proposed settlement agreement whereby the Company is obligated to pay $100,000 in cash and is also obligated to issue 225,000 s common stock. As a result, the Company recorded a charge to operations of $122,500 in 1997. The $100,000 is payable, without interest, in two installments: $5,000 within 120 days of the agreement and $95,000 by October 14, 2000. The common stock was to be issued within 30 days of the effective date of the agreement. Since the first cash installment was paid in November 1998 and the common stock was issued in June 1999, the Company became in default of the agreement. Should any legal action be initiated ompany due to its late payment default, the Company will vigorously defend itself. As a result of the default, the Company recorded the balance due as a current liability.

On August 2, 1996, the Company became a defendant in a case involving one of its current stockholders. The stockholder was seeking a refund of approximately $200,000, the original amount invested in the Company's common stock. On November 2, 1998, the Company entered into a settlement agreement with the stockholder. The Company is obligated to pay $50,000, without interest, in installments of $25,000 18 and 36 months from the effective date of the agreement, and has issued 50,000 share on stock to the stockholder. As a result, the Company recorded a charge to operations of $56,000 in 1998.

The Company is delinquent in paying many of its outstanding debts and has been notified by several creditors that they have already initiated or may pursue legal remedies. The Company believes that all amounts are appropriately accrued in its financial statements. Since the Company does not currently have the financial resources to satisfy these debts, it intends to negotiate settlements with its creditors in the near term. It is not possible to predict the ultimate outcome of these ma

This Form 10-QSB includes, without limitation, certain statements containing the words "believes", "anticipates", "estimates", and words of a similar nature, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify ents as forward looking and provide meaningful, cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this Form 10-QSB are forward-looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherent The Company's actual results may differ significantly from management's expectations.

Although the Company has incurred significant start-up costs, since the Company has not yet generated any revenue from operations, the Company is still considered to be in the development stages.

During the quarter ended September 30, 1999 and 1998, general and administrative expenses were $268,403 and $204,310, respectively. Cumulative from May 1, 1995, the Company has incurred $3,070,864 of general and administrative expense. The Company currently has six employees. In the business plan, it is contemplated that additional employees will be added as funding permits.

Product development expenses were incurred during the quarter ended September 30, 1999 totaling $88,738. With the new business strategy which calls for the use of technology, the Company has spent approximately $460,000 on research and development activity. The Company will seek to secure patent and copyright protection for any intellectual property developed.

During the quarters ended September 30, 1999 and 1998, the Company had net losses of $357,141 and $260,286, respectively. During the nine months ended September 30, 1999 and 1998, the Company incurred net losses of $1,107,759 and $398,003, respectively.

As of September 30, 1999 and 1998, the Company was a development stage company that had not yet generated any revenue from operations. The Company expects to incur continuing general and administrative expenses, without any commensurate operating revenue, until such time as it is able to commence revenue-generating operations. The generation of revenue will be dependent upon the Company raising substantial working capital from the sales of equity securities and or obtaining funds from l and operating revenues. There can be no assurances, however, that the Company will ultimately be successful in raising the necessary capital and in establishing itself as a sports information and services provider.

The Company incurred a net loss of $1,107,759 for the nine months ended September 30, 1999, resulting in an accumulated deficit of $3,873,852. Management of the Company is developing a business plan summarizing its strategy for the next several years. This plan is now focused on providing U.S. sports and educational content utilizing all available technologies of the Internet, media, advanced telecommunications and storage technologies. Under this plan, significant cash

Liquidity and capital resources (continued)

will be required over the next 12 months to pay off current debt and fund its implementation. The intention is to raise capital through the sale of its equity securities and/or to seek outside private sources of financing. In connection with this, the Company has issued approximately $650,000 in non-interest bearing demand promissory notes to various parties, including officers of the Company, in the first ten months of 1999. Significant additional cash will be required.

There can be no assurances that the Company will be successful in its attempts to raise sufficient capital essential to its survival. To the extent the Company is unable to raise the necessary operating capital, it will not be able to implement its business plan, and it will become necessary to curtail or cease operations. Additionally, even if the Company does raise sufficient operating capital, there can be no assurances that the net proceeds will be sufficient enough to enable it to usiness to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern.

Management of the Company intends to sustain operations during the year ending December 31, 1999, with the cash resources generated by the continuing sale of common stock, issuance of stock for services, and through management's ability to control discretionary expenditures. During the quarter ended September 30, 1999, the Company did not pay any compensation to officers in cash, and the Company intends to continue to defer the cash payment of compensation to officers until such time as as adequate working capital and/or cash flow. The Company intends to continue to issue shares of its common stock to officers, employees and consultants for services rendered to conserve working capital.

The Year 2000 issue is the result of computer programs being written using two digits (rather than four) to define the applicable year. Computer programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including among other things, a temporary inability to process transactions, send invoices or engage in other normal bus i es. The Company maintains internal equipment and contracts with third-party vendors for the provision of certain information technology and other services.

The Company is currently reviewing the potential impact of the year 2000 on the processing of date-sensitive information by the Company's internal computer equipment and the computer systems and equipment of the third-party vendors on which the Company's business relies. There is no current estimate of the potential cost to resolve Year 2000 issues that may arise. There can be no assurance that the Company will be able to address, in a timely fashion, all potential Year 2000 problems, o stems of the third-party vendors upon which the Company's business relies (and the maintenance and operation of which are not within the control of the Company) will be Year 2000 compliant or will become Year 2000 compliant in a timely manner. Any Year 2000 problems could impact the provision of products or services to the Company's customers and could subject the Company to the risk of litigation, lost revenue and loss of future customers.