U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1
to
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
- --- of 1934
For the quarterly period ended March 31, 2002
Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _______________ to _______________
Commission file number 000-21585
Magnum Sports & Entertainment, Inc.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 22-3393152
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1330 Avenue of the Americas, New York, New York 10019
(Address of Principal Executive Offices)
(212)-246-7380
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
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.
Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes No X
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Common Stock, $.01 par value 7,903,633 as of May 7, 2002
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
To jump to a section, double-click on the section name.
10-QSB
Part I........................................................................2
Item 1........................................................................2
Condensed Consolidated Balance Sheet..........................................2
Condensed Consolidated Statements of Operations...............................3
Condensed Consolidated Statements of Cash Flows...............................4
Notes To Condensed Consolidated Financial Statements..........................5
Item 2........................................................................7
PART II......................................................................12
PART I.
Item 1. Financial Statements
MAGNUM SPORTS & ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2002
(Unaudited)
ASSETS
Current Assets
Cash $ 1,052
Accounts receivable 5,937
Prepaid expenses and other current assets 17,134
------------
Total current assets $ 24,143
============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Notes payable $ 39,400
Accounts payable and accrued expenses 534,149
Security deposit payable 16,200
------------
Total current liabilities $ 589,749
------------
Stockholders' deficiency
Preferred Stock, $.01 par value; 5,000,000 $ -
Shares authorized, none issues
Common stock, $.01 par value; 60,000,000
shares authorized, 7,903,633 shares
issued and outstanding 79,036
Additional paid-in capital 40,327,204
Accumulated deficit (40,959,496)
Demand note receivable for
common stock (12,350)
------------
$ (565,606)
------------
$ 24,143
============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
MAGNUM SPORTS AND ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
------------------------
March 31,_____
------------------------
REVENUE: 2002 2001
---- ----
Contract and agency fees $ - $ 121,139
Endorsements and marketing fees - 2,515
--------- -----------
- 123,654
--------- -----------
COSTS AND EXPENSES:
Training and related expenses - 3,490
Promotional expenses - 77,661
Selling, general and administrative
expenses 57,498 1,966,374
--------- -----------
Total Costs and Expenses 57,498 2,047,525
--------- -----------
(57,498) (1,923,871)
Other income - 11,328
--------- -----------
Loss from discontinued operations before
income taxes (57,498) (1,912,543)
Income taxes - 2,581
--------- -----------
Net loss from discontinued operations $ (57,498) $(1,915,124)
========= ===========
Weighted average common shares 7,903,633 5,585,126
========= ===========
BASIC AND DILUTED LOSS PER SHARE:
Continuing operations $ - $ -
========= ===========
Net Loss from operations of the
discontinued business $ (0.01) $ (0.34)
========= ===========
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
MAGNUM SPORTS AND ENTERTAINEMNT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
March 31,
--------------------------
2002 2001
---- ----
Cash flows from operating activities $(34,650) $(1,520,907)
Cash flows from investing activities - 24,030
Cash flows from financing activities 21,266 1,469,135
-------- -----------
Net decrease in cash and cash equivalents (13,384) (27,742)
Cash and cash equivalents at beginning of
period 14,436 216,115
-------- -----------
Cash and cash equivalents at end of period $ 1,052 $ 188,373
======== ===========
Supplemental disclosures of cash flow
information:
Cash paid during the period for income taxes $ - $ 40,707
Noncash Financing Activities:
Stock-based compensation charged to expense 219,814
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
MAGNUM SPORTS AND ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - NATURE OF ORGANIZATION AND BASIS OF PRESENTATION
1. Nature of Organization:
Magnum Sports & Entertainment, Inc. formerly known as Worldwide
Entertainment & Sports Corp. ("WWES") was incorporated in Delaware on
August 15, 1995 to provide management, agency and marketing services
to professional athletes and entertainers, principally boxers. On
October 18, 2000 the Company changed its name to Magnum Sports &
Entertainment, Inc. ("Magnum" or the "Company"). During 2001, the
Company terminated and discontinued all of its existing businesses and
those of its subsidiaries because such businesses were not profitable.
2. Basis of Presentation:
The condensed consolidated financial statements included herein have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are
adequate to make the information presented not misleading. The
condensed consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included
in the Company's annual report on Form 10KSB for the year ended
December 31, 2001.
The condensed consolidated financial statements included herein
reflect, in the opinion of management, all adjustments (consisting
primarily only of normal recurring adjustments) necessary to present
fairly the results for the interim periods. The results of operations
for the three months ended March 31, 2002, are not necessarily
indicative of results to be expected for the entire year ending
December 31, 2002.
NOTE B - GOING CONCERN
The Company's consolidated financial statements have been presented
assuming that the Company will continue as a going concern. As shown
in the accompanying consolidated financial statements, the Company has
incurred losses of $57,498 and had operating costs of approximately
$58,000 for the quarter ended March 31, 2002 and no significant
sources of revenue to mitigate these operating expenses.
The Company's goal during 2001 was to eliminate its unprofitable
businesses and attempt to grow the Company's revenues through an
acquisitions strategy based upon the proposed acquisition of Ford
Models, Inc. ("Ford"), a global fashion modeling agency. The Company
and Ford executed a letter of intent in December 2000, as amended June
20, 2001 (the "Letter of Intent") that provided for the Company to
acquire all of the capital stock of Ford for a purchase price of
$22,000,000 in cash. However, the Company was unsuccessful in raising
the equity capital necessary to acquire Ford and the Letter of Intent
expired in 2001. The Company discontinued all of its operations at
December 31, 2001.
The Company's common stock was delisted for trading from the Nasdaq
SmallCap Market effective February 25, 2002 because the Company failed
to meet several listing requirements of the Nasdaq Small Cap Market.
The Company's common stock presently trades on the over-the-counter
bulletin board market under the symbol MAGZ.OB.
During the first quarter of 2002, the Company formulated an
out-of-court reorganization plan to resolve existing creditor claims
against the Company
and provide working capital for the Company. As of May 7, 2002, the
Company is seeking to implement this out-of-court reorganization plan
but there are substantial risks associated with this strategy and the
Company can provide no assurances whatsoever that it will be able to
execute any out-of-court reorganization plan. These circumstances have
created the possibility that the Company may become defunct or may
file bankruptcy proceedings in the near future.
As part of the Company's proposed out-of-court reorganization plan,
the Company has commenced effective April 23, 2002 an offering of
senior secured convertible notes to raise a minimum of $250,000 in
gross proceeds (the "Minimum Offering") and a maximum of $500,000 in
gross proceeds (the "Maximum Offering"). If successful in concluding
either the Minimum Offering or the Maximum Offering of senior secured
convertible notes, the Company will settle its existing creditor
claims for modest sums and/or stock and then seek to engage in a
capital transaction, including a merger, acquisition or like
transaction with a third party that may involve an operating company.
In conjunction with these plans, the Company has engaged consultants
to provide financial advisory, marketing and merger and acquisition
services. To conserve cash, the Company will be paying for a portion
of these consulting agreements with common stock and options. There is
no assurance that the Company will achieve or sustain profitable
operations.
These conditions indicate that the Company may be unable to continue
as a going concern. Its ability to do so is dependent on its ability
to achieve profitable operations, and its ability to obtain any
necessary financing. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. The condensed consolidated financial statements include the
accounts of the Company and all of its wholly owned and majority-owned
subsidiaries (collectively, the "Company"). All significant
inter-company balances and transactions have been eliminated.
2. Ticket and commission revenues were recognized at the time of the
fight. Contract and agency fee revenues were recognized ratably over
the various athletic seasons. Merchandise revenue is recognized upon
the sale of memorabilia merchandise.
3. Basic net loss per share was computed by dividing net loss by the
weighted average number of shares of common stock outstanding during
the year. Diluted EPS has not been presented because the effect of
potential common stock would be anti-dilutive.
4. The Company files a consolidated federal income tax return and has
net operating loss carryforwards for Federal income tax purposes,
which will expire in 2021, amounting to approximately $33,000,000. No
deferred tax asset is reflected in the accompanying condensed
consolidated balance sheet due to a related valuation allowance equal
to the balance of the deferred tax asset.
5. Certain reclassifications have been made to the prior period
financial statements to conform to the current period presentation.
Note D - Notes Payable
1. On March 25, 2002 the Company received a loan in the amount of
$25,000 from Peter Janssen ("Janssen"), an unrelated party. The
loan bears interest at 15% per annum and is payable within 90
days of issuance. It is secured by a first lien on any proceeds
from any contracts of the Company. In addition, the Company
granted Janssen a warrant to acquire three percent (3%) of the
Company's outstanding common stock as of the date of the loan.
The warrant is exercisable at $0.01 per share and expires the
earlier of March 25, 2007 or the date of successful
engagement in any capital transaction such as a merger,
acquisition or similar transaction with any third party.
2. On February 20, 2002, March 19, 2002 and April 11, 2002, the
Company received loans of $5,333, $4,760 and $4,533 respectively
from Charles Koppelman, its former Chairman of the Board of
Directors. The loans are interest free and are due on demand.
NOTE E - DISCONTINUED OPERATIONS
During 2001, the Company terminated and discontinued all of its
existing businesses and those of its subsidiaries because such
businesses were not profitable.
Note F - RECENT ACCOUNTING PRONOUNCEMENTS
On April 30, 2002, the FASB issued Statement 145, which among other
things limits the classification of gains and losses from
extinguishment of debt as extraordinary items. The Company has not
determined the effect on the Company's financial position or operating
results.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following is intended to update the information contained in the
Company's annual report on Form 10-KSB for the fiscal year ended December 31,
2001 and presumes that readers have access to, and will have read, "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained in such Form 10-KSB.
This Quarterly Report on Form 10-QSB contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act. Words such as "will" and "should"
and similar expressions reflecting something other than historical fact are
intended to identify such statements. These forward-looking statements involve a
number of risks and uncertainties, including, but not limited to: the Company's
ability to raise capital to finance its operations; the Company's ability to
settle existing creditor claims for modest sums; the effect of the Company's
accounting policies; and other risk factors detailed in the Company's filings
with the Securities and Exchange Commission. The Company does not have any
agreement of any kind with any third party regarding any potential capital
transaction such as a merger, acquisition or similar capital transaction and the
Company can offer no assurances whatsoever that it will be able to effect any
acquisition of any kind with any other company given the Company's current
financial condition, among other things.
Magnum Sports & Entertainment, Inc. (the "Company" or "Magnum"), is a
publicly traded company trading on the over-the-counter bulletin board under the
symbol Magz.ob. The Company presently has no operating businesses, having
terminated its sports agency businesses and boxing content website,
www.houseofboxing.com during 2001 because such businesses were unprofitable. The
Company had sought unsuccessfully to grow its revenues and become a profitable
company in 2001 by acquiring Ford Models, Inc., a global fashion agency,
pursuant to the Letter of Intent. The Company was unable to raise the purchase
price of $22,000,000 in cash required to acquire all the capital stock of Ford
Models, Inc. pursuant to the Letter of Intent which expired in August 2001. The
Company's common stock previously traded on the Nasdaq SmallCap market but was
delisted from trading by the Nasdaq Stock Market effective February 25, 2002
because the Company failed to meet certain listing requirements of the Nasdaq
Stock Market including failure to maintain $2,000,000 in net tangible assets,
failure to maintain a $1.00 minimum bid price for its common stock and failure
to pay listing fees owed to the Nasdaq Stock Market.
During the fourth quarter of 2001 and the first quarter of 2002, the
Company's management sought to develop a reorganization plan that might create
value for the Company's creditors and shareholders, given the difficult
financial circumstances facing the Company. These circumstances included the
Company's lack of any operating business, the Company's having substantial
creditor claims, combined with the Company's lack of cash resources. In
addition, several of the Company's directors had resigned from the Board of
Directors: Herbert Kozlov and Harvey Silverman resigned as directors in August
2001; Charles Koppelman resigned as Chairman of the Board of Directors in
December 2001; Arthur Barron and Chester Simmons resigned as directors in March
2002. Also, Ray Schaetzle resigned as Chief Financial Officer in December 2001.
Against this backdrop, the Company has formulated an out-of-court
reorganization plan to seek to resolve all existing known material creditor
claims against the Company and to provide working capital for the Company. In
late April 2002, the Company commenced a private offering of senior secured
convertible notes (the "Notes") with the proceeds designed to fund the payments
that will be necessary to implement the reorganization plan and to provide
working capital for the Company. The Company engaged Janssen Partners, Inc.
("Janssen"), a licensed broker-dealer, to act as its exclusive placement agent
to seek to raise a minimum of $250,000 (the "Minimum Offering") and a maximum of
$500,000 (the "Maximum Offering") in a private placement of the Notes. These
Notes would have an interest rate of ten percent and the principal and interest
would be due and payable within one year of issuance. The Notes would be secured
by a first lien on all of the Company's assets. In addition, the holders of the
Notes would have the right to convert the Notes into the Company's common stock
in an amount equal to eighty seven percent (87%) of the Company's common stock
outstanding as of the date of commencement of the
offering of the Notes, assuming that the Maximum Offering is completed and forty
three and one-half percent (43 1/2%) of the Company's common stock in the event
that the Minimum Offering is completed. The Company would have the right to
redeem the Notes by payment of 125% of the principal outstanding amount of the
Notes plus payment of accrued interest, all in cash, although holders of the
Notes would have the opportunity to convert the Notes into the common stock in
lieu of redemption of the Notes by the Company. In consideration for acting as
exclusive placement agent, Janssen will receive a cash commission of ten percent
of the sums raised in the offering of the Notes, assuming that the Minimum
Offering is raised plus a non-accountable expense allowance of three percent of
the sums raised in the offering of the Notes. In addition, Janssen will also
receive a warrant to acquire a number of shares of common stock of the Company
equal to the number of shares of the common stock of the Company that the
holders of the Notes are entitled to receive upon full conversion of the Notes
into the Company's common stock. The exercise price on the warrant to be issued
to Janssen will be the lower of the present par value of the Company's common
stock which is $0.01 or the par value of the Company's common stock at the time
of exercise of Janssen's warrant. The Company and Janssen have also agreed to
enter into a consulting agreement effective upon the completion of the Minimum
Offering pursuant to which Janssen will provide the Company with financial
advisory services and the Company will pay Janssen the sum of $10,000 per month
for a two year period. There can be no assurances of any kind whatsoever that
Janssen will be able to raise moneys sufficient for the Minimum Offering of the
Notes to close. Janssen previously acted as placement agent for the Company in
connection with private placements of the Company's securities in 1999, 2000 and
2001. Pursuant to the engagement agreement between the Company and Janssen
executed in 1999, Janssen was entitled to monthly consulting fees of $20,000 per
month for a three year period (the "1999 Consulting Agreement"). The Company was
unable to make any payments in connection with the Consulting Agreement since
the end of 2000. Janssen and the Company have agreed to settlement of the 1999
Consulting Agreement by issuance to Janssen of stock of the Company having a
value of $50,000 (no cash) in connection with implementation of the Company's
out-of-court reorganization plan. In addition, on March 25, 2002, the Company
received a loan in the amount of $25,000 from Peter Janssen (the "Janssen
Loan"). The Janssen Loan carries an interest rate of 15% and is repayable within
90 days of issuance. It is secured by a first lien on any proceeds from any
contracts of the Company. In addition, in consideration of making the Janssen
Loan, the Company granted Janssen a warrant to acquire three percent (3%) of the
Company's outstanding common stock, at an exercise price of $0.01 per share
expiring the earlier of March 25, 2007 or a merger with another company.
If the Company is successful in implementing its out-of-court
reorganization plan thereby resolving material creditor claims against the
Company, the Company believes that it will then be in an improved financial
condition compared to its current poor financial condition. With an improved
financial condition upon implementation of its reorganization plan, the Company
believes that it will be better able to engage in a potential capital
transaction, such as an acquisition, merger or like transaction with another
company that has an operating company. Because the Company is a publicly traded
company, the Company believes that there may be privately owned companies that
are interested in engaging in a capital transaction like a merger or an
acquisition with a publicly traded company as a means of becoming a publicly
traded company. However, the Company's out-of-court reorganization plan faces
substantial risks and the Company cannot offer any assurance whatsoever that it
will be able to raise any capital in an offering of the Notes or otherwise, that
it can achieve settlements with creditors of the Company for small cash payments
as envisioned by its out-of-court reorganization plan or that it will have any
success whatsoever in executing any type of capital transaction with any
company. The Company presently does not have any agreement of any kind
whatsoever with any third party regarding any type of capital transaction.
The Company has been assisted in the preparation of its out-of-court
reorganization plan by Adelphia Holdings, LLC, a New York City based investment
management firm. One of the principals of Adelphia, Peter N. Christos, is an
investment banker experienced in management and capital raising for smallcap
companies. Effective upon completion of the Minimum Offering, Peter N. Christos
has agreed to become the Chief Executive Officer of the Company, replacing Mr.
Robert M. Gutkowski, the Company's current Chief Executive Officer who will
resign. In addition, effective upon completion of the Minimum Offering, Mr.
Christos will become Chairman of the Board of Directors of the Company. Mr.
Christos will continue to be a principal of Adelphia and will devote the time on
an as needed basis as Chief Executive Officer of the Company. In addition, Mr.
Arnold Kling, another principal of Adelphia and a corporate attorney with
experience in restructuring smallcap companies, will become a member of the
Company's Board of Directors effective upon completion of the Minimum Offering.
Since February 1, 2002,
Adelphia has been providing management services to the Company pursuant to the
Management Agreement at a monthly fee of $10,000 per month for a term of one
year plus successive one year renewal terms unless sixty days prior notice of
non-renewal by either party is given. The management services rendered and to be
rendered by Adelphia include seeking prospective merger candidates for Magnum,
formulating settlement of Magnum creditor claims, and assisting in preparing
regulatory filings and otherwise supervising the reorganization of Magnum. The
Company has also executed the Retention Agreement with John D'Angelo, presently
the general counsel of the Company and a member of the Board of Directors, to
continue to render legal services on behalf of the Company, including
preparation of the Form 10-KSB for the year ended December 31, 2001; participate
in the drafting of the documents necessary for the Janssen Loan and the Notes;
review of potential merger candidates; and to be involved with the settlement of
creditor claims of the Company and overall reorganization of the Company. The
Retention Agreement provides for a monthly fee of $7,500 per month for John
D'Angelo's services effective February 1, 2002 through May 31, 2002 plus a
discretionary bonus that may be awarded by the Company's Board of Directors
after evaluation of John D'Angelo's services on behalf of the Company.
In the event that the Company is successful in raising at least the
Minimum Offering, the Company is proposing to settle its existing creditor
claims by payment of small cash payments. As part of the Company's proposed
out-of-court reorganization plan, Magnum's current management would agree to
forego all their claims in exchange for payment of ten cents on the dollar in
stock(no cash) and Janssen would agree to forego its claim related to its 1999
Consulting Agreement for payment of ten cents on the dollar in stock(no cash).
Magnum's management has also communicated with some of the substantial trade
creditors of the Company and believes that there is a reasonable prospect that
such trade creditors will accept small cash payments to settle their claims,
although the Company cannot offer any assurances of any kind that it will be
able to complete the Minimum Offering or that its major trade creditors will
accept settlements of their claims for small cash payments. In addition, in
March 2002, the Company entered into a settlement agreement with Thomas Hauser
and Michael Katz (the "Settlement Agreement"). Mr. Hauser and the Company are
parties to a writing and consulting contract pursuant to which Mr. Hauser agreed
to render writing and consulting services to the Company's now defunct boxing
content website, www.houseofboxing.com. The Company ceased operations of this
website in October 2001. The Company had made extensive efforts throughout 2001
to sell the houseofboxing.com website but was unsuccessful because of the sharp
downturn in the value of Internet content companies throughout 2001. In
September 2001, Thomas Hauser filed an arbitration proceeding in the American
Arbitration Association against the Company seeking $72,000 in damages for
breach of contract. Mr. Katz was another writer for the Company's boxing website
www.houseofboxing.com. Mr. Katz had a five year employment agreement with the
Company ending in March 2005. The Company had ceased payment under its contracts
with Mr. Hauser and Mr. Katz in August 2001 due to insufficient operating funds.
These two contracts required aggregate payments of approximately $700,000
through March 2005. Under the Settlement Agreement, the Company agreed to pay
$55,000 to Katz and $20,000 to Hauser for a total payment of $75,0000 in cash
plus transfer of the rights to the domain names Houseofboxing.com and
Muhammadali.com to Hauser and Katz to settle with prejudice their contract
claims. The payment of $75,000 under the Settlement Agreement is required to be
made on the earlier of seven business days after any closing of any private
placement of Magnum securities or June 11, 2002. In the event that the Company
is unable to pay the sum of $75,000 collectively to Mr. Katz and Mr. Hauser by
such date, then Mr. Katz would be entitled to a judgment in the amount of
$500,000 against Magnum and Mr. Hauser would be entitled to a judgment of
$100,000 against Magnum under the Settlement Agreement.
The Company cannot offer any assurances of any kind whatsoever that it
will be successful in raising any money from the offering of the Notes or
otherwise and it cannot offer any assurances that Mr. Christos will in fact
assume the responsibility of becoming Chief Executive Officer of the Company in
place of Mr. Gutkowski in the event that the Minimum Offering is raised. The
Company also cannot offer any assurances of any kind whatsoever that it will be
successful in settling its existing creditor claims consistent with its
out-of-court reorganization plan. Moreover, the Company cannot offer any
assurances of any kind whatsoever that even if it is successful in raising the
Minimum Offering and settling its existing creditor claims that it will be
successful in engaging in any capital transaction such as a merger, acquisition
or similar transaction with any third party.
Even if the Company is successful in raising the Minimum Offering, it
is likely that the Company will have difficulty continuing its operations beyond
August 31, 2002, absent receipt of equity or debt financing for the Company's
operations. The Company cannot offer any assurances of any kind whatsoever that
it will be successful in raising any additional capital even if it is successful
in raising the Minimum Offering.
THREE MONTHS ENDED MARCH 31, 2002 COMPARED WITH THE THREE MONTHS ENDED MARCH 31,
2001
A comparison of revenues and expenses of the Company for the period ended
March 31, 2002 compared to the period ended March 31, 2001 is not relevant
because the Company terminated all its existing businesses during 2001 because
such businesses were not profitable. Accordingly, the Company did not have any
operating businesses during the first quarter of 2002 and presently does not
have any operating businesses unlike the first quarter ended March 31, 2001
during which the Company was engaged in sports agency businesses and sports
internet content businesses throughout such period.
For the period ended March 31, 2002, the Company incurred a net loss of
$57,498 as compared to a net loss of $1,915,124 during the period ended March
31, 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of operating capital has been provided by
public and private sales of the Company's equity securities, as supplemented by
revenues from operations. At March 31, 2002 the Company's current liabilities
exceeded its current assets by $565,606. In February, March and April of 2002,
the Company supplemented its working capital by receiving loans aggregating
$14,626 from Charles Koppelman, its former Chairman of the Board of Directors
and a loan in the amount of $25,000 from Peter Janssen. The loans from Mr.
Koppelman are in the form of demand promissory notes. The Janssen Loan carries
an interest rate of 15% and is repayable within 90 days of issuance. It is
secured by a first lien on any proceeds from any contracts of the Company. In
addition, in consideration of making the Janssen Loan, the Company granted
Janssen a warrant to acquire three percent (3%) of the Company's outstanding
common stock as of the date of the Janssen Loan.
The Company's present material commitments for capital expenditure are
its obligation under the Management Agreement with Adelphia and the Retention
Agreement with John D'Angelo and general working capital needs in connection
with the implementation of the Company's out-of-court reorganization plan and
the repayment of the Janssen Loan. The Company presently has minimal cash
resources and does not have any operating businesses. The only source therefore
for the Company to presently fund its working capital requirements is for the
Company to raise operating capital through an offering of its securities. In
late April 2002, the Company commenced an offering of the Notes to seek to raise
a minimum of $250,000 and a maximum of $500,000 for the Company and expects to
utilize the net proceeds of the offering of the Notes ($210,000 for the Minimum
Offering and $425,000 for the Maximum Offering) for working capital purposes,
including settlement of existing creditor claims against the Company in
accordance with the Company's out-of-court reorganization plan and repayment of
the Janssen Loan. The Company presently projects that it will have sufficient
working capital available to fund its operations through August 31, 2002 if it
completes the Minimum Offering and through November 31, 2002 if it completes the
Maximum Offering. Accordingly, the Company may be required to seek additional
financing through bank borrowings, private or public debt or equity financing or
otherwise. There can be no assurance that any such financing will be available
to the Company on favorable terms, if at all.
PART II
OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
N/A
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Magnum Sports & Entertainment, Inc.
(Registrant)
Date: May 20, 2002 /s/Robert Gutkowski
------------------------------------------
Robert Gutkowski, President
- -----END PRIVACY-ENHANCED MESSAGE-----