SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
March 15, 2000
Date of Report
(Date of Earliest Event Reported)
ACCORD VENTURES, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-25493 98-0199141
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
2 Park Plaza, Suite 450
Irvine, CA 92614
(Address of Principal Executive Offices)
619-778-4705
Registrant's Telephone Number
1224 Avenue Road, Suite 1
Toronto, Ontario, Canada
(Former Address of Principal Executive Offices)
Item 1. Changes in Control of Registrant.
(a) On March 15, 2000, the Registrant and CompSports USA, Inc., a
Nevada corporation ("CompSports"), concluded an Agreement and Plan of
Reorganization (the "Plan") as outlined in the Letter of Intent between the
Registrant and CompSports, whereby the Registrantissued a controlling interest
in Registrant to the shareholders of CompSports, and CompSports became a wholly
owned subsidiary of the Registrant.
The offer, in a stock for stock exchange, was made to the 26
CompSports shareholders (the "CompSport Shareholders") who executed and
delivered a copy of the Plan. As of the closing on March 15, 2000, the
CompSports stockholders received 7,770,000 Shares of the Registrant under the
Plan (approximately 58.7% of the Registrant's shares).
The Plan was also adopted, ratified and approved by the Board of
Directors of the Company by unanimous written consent in accordance with the
Bylaws of the Registrant and the Nevada Revised Statues.
The former principal stockholders of the Registrant and their
percentage of ownership of the outstanding voting securities of the Registrant
prior to the completion of the Plan were: Allen Wilson, former President
and Director, owned 2,000,000 shares of the Registrant (20.7%); David Zosziak,
former Secretary/Treasurer and Director, owned 2,000,000 shares of the
Registrant (20.7%); and, Paul Berry, former Director, owned 500,000 shares of
the Registrant (5.2%).
The pre-Plan outstanding shares were 9,680,000, of which 4,500,000
shares (the "Canceled Shares") owned by Messrs. Wilson, Zosziak, and Berry (the
"Former Directors") were canceled upon the closing of the Plan in consideration
of the transfer of certain mining properties owned by the Registrant to the
Former Directors. Inlcuding the 7,770,000 shares issued to the CompSports
Shareholders and 278,000 shares issued by the Registrant in the first calendar
quarter of 2000, which shares are "restricted securities," there are currently
13,228,000 shares of common stock of the Registrant issued and outstanding.
The source of the consideration used by CompSports Shareholders to
acquire their respective interests in the Registrant was the exchange of 100% of
the outstanding common stock of CompSports pursuant to the Plan.
The basis of the "control" by the CompSports stockholders is stock
ownership or positions held. Pursuant to the Plan, the then members of the Board
of Directors and executive officers resigned, in seriatim, and the persons named
in paragraph (b) below were designated to serve as directors and executive
officers of the Registrant, until the next respective annual meetings of the
stockholders and directors of the Registrant or until their prior resignations
or terminations.
(b) To the knowledge of management and based upon a review of the stock
ledger maintained by the Registrant's transfer agent and registrar, the
following table sets forth the beneficial ownership of persons who own more than
five percent of the Registrant's common stock as of the date hereof, and the
share holdings of new management, to wit:
Name Shares Owned %
Grahame McKee 2,770,000 20.4%
Troy B. Davis 2,688,500 20.3%
Peter Johnson 598,000 4.5%
R. Gene Klawetter 50,000 0.4%
Executive Officers and Directors
Collectively (three persons) 3,336,500 25.2%
Item 2. Acquisition or Disposition of Assets.
See Item 1 of this Report. The consideration exchanged under the Plan
was negotiated at "arms length" between the directors and executive officers of
the Registrant and CompSports, and the members of the Board of Directors of the
Registrant used criteria used in similar proposals involving the Registrant in
the past, including the relative value of the assets of the Registrant; its
present business operations; the future potential of CompSports; its management;
and the potential benefit to the stockholders of the Registrant. The members of
the Board of Directors determined in good faith that the consideration for the
exchange was reasonable, under these circumstances.
No director, executive officer or person who may be deemed to be an
"affiliate" of the Registrant had any direct or indirect interest in CompSports
prior to the completion of the Plan.
DESCRIPTION OF THE BUSINESS
The Company
In 1997 Compsports Pty. Ltd. ("LTD") was formed as a Proprietary Limited
Company pursuant to the laws of Queensland, Australia by Grahame McKee and Troy
B. Davis LTD was launched as an information technology ("IT") development and
services company. Since its formation, LTD developed a high performance network
system with unique capability to facilitate interactive games of skill on the
Internet by, ostensibly, millions of participants. The initial game developed is
golf.
Recognizing the significant worldwide potential for the product, LTD
decided to expand by offering exclusive licensing rights in key markets around
the world. CompSports is the exclusive licensee for North America. The license
agreement between LTD and CompSports requires that CompSports pays LTD a royalty
equal to 3% of the revenues of CompSports derived from the use of licensed
technology, with a minimum annual royalty of $1.2 million payable quarterly. In
consideration of the royalty, LTD will provide network maintenance services to
USA.
Through its acquistion of USA, the Company plans to launch its golf
tournaments in the third quarter, 2000 from its headquarters in La Jolla,
California. The Company will aggressively engage in the online interactive games
industry to create a competitive opportunity for golfers to participate in the
industry's most compelling and rewarding tournaments. The Company intends to
offer fun, features-rich games with the intention of setting industry standards
to maintain a strong competitive advantage. The Company plans to enhance its
basic product offering by offering online e-commerce shopping for sports
merchandise, with its own pro-shop, and a "19th hole" chat room.
The Company will not develop simulated sports games; rather, through its
association with LTD, the Company will develop the technology which controls
these games and enables millions of people to play a game simultaneously.
LTD has attempted to take full advantage of the new and emerging technologies
made possible with the advent of the Internet and associated industries and has
fully exploited these opportunities through the use of Haptics, Firewire,
Increased Bandwidth, Proprietary Wrapper and Systems Integration.
The major shortcoming of "traditional" approaches to multi-player systems is the
limit to the number of TCP/IP ports per host. That problem has been overcome by
adapting some of the recent Linux kernel features, assuring massive multi-player
support, increased resilience to "Denial of Service" attacks and hardware
failure. Extrapolation from test results suggests the system will be capable of
supporting in excess of 65 million simultaneous players before the servers are
incapable of servicing network requests. It could be considered that when the
system is running a tournament the combination of server hardware, gateways and
the users' computers would constitute the world's largest multi-processing
supercomputer.
LTD's Proprietary Wrapper utilizes recent advances in Chaos Theory and
Distributed Computing Theory to authenticate network transactions without the
overhead (computational and bandwidth related) of SSL technologies, as well as
avoiding license and export regulation issues.
Analysis suggests that the brute force cracker will have to monitor 4 billion
games in order to extract a key to forge game results. As each session (i.e.
online player actively operating the game) uses its own keys, forging of game
results is infeasible without internal knowledge restricted to a subset of the
Company's technical staff.
Employees
At present, the Company has a full-time staff of 16 salaried employees.
None of these employees is represented by a labor union. The Company considers
its relations with its employees to be excellent.
Properties
The Company is in the process of leasing a facility for its
operations; however, as of the date of this report no agreements have been
entered into for a facility.
Legal Proceedings
The Company has no pending or threatened litigation.
DIRECTORS, OFFICERS AND SIGNIFICANT EMPLOYEES
The following individuals are the directors, nominees to become
directors, officers and significant employees of the Company along with their
age, capacity and terms of office:
Name Title/Position Age
- ---- -------------- ---
Troy B. Davis Chairman, CEO, CFO, Director 36
Peter Johnson President, Director 54
Gene Klawetter Director 61
Bruce H. Haglund, Esq. Secretary 48
John Foster Chief Research Officer 37
Steve Eccles Chief Technical Officer 36
Neville Mohomet, Chief Communications Officer 39
Troy B. Davis, CEO - Mr. Davis has been actively involved in the Information
Technology Industry for 15 years as a programmer and advisor. Before joining
Compsports Pty. Ltd. Mr. Davis managed his own computer-related business.
Peter Johnson, President - Mr. Johnson has a strong marketing and financial
background coupled with hands-on experience as a CEO in Australia. His financial
background includes a period as a licensed investment advisor for Australian
Fixed Trusts Limited, a major force in the unlisted trust industry in Australia
in the 1980's. He then established his own advisory company before selling his
interests in that corporation in 1987. Entering the finance industry soon after,
Mr. Johnson became involved in insurance and real estate including project
marketing and aged care development.
R. Gene Klawetter, Director - Mr. Klawetter is the President of K Capital Corp
venture management firm which focuses on high technology business opportunities
of specific companies which have a high-tech component. Prior to this Mr.
Klawetter was Chairman and President of AVE, Inc., a technology development
company. Mr. Klawetter subsequently merged AVE, Inc. with Cyco.Net Inc. in a
reverse merger. From 1994 to 1998, he was Chairman, President and CEO of
American Digital Communications, a company involved in building out 105 channels
of 220 MHZ spectrum for low-cost analog dispatch applications. Mr. Klawetter
successfully sold the systems to a larger provider and guided the company to a
merger with TrackPower International of Toronto, Canada. From 1990 to 1994, he
was President and CEO of Millicom Radio Telephone Company, Inc., a 900MHZ
provider in 5 states. Mr Klawetter has extensive experience in working with the
FCC in the areas of licensing and legal interface. From 1983 to 1997, Mr.
Klawetter was the President and Chief Operating Officer of Pinetree Computer
Systems, a public company, and from 1979 to 1983 he was the executive vice
president of Field Operations, Micom, Toronto, Canada. From 1976 to 1979, he was
National Sales Manager of NBI, Inc., of Boulder, Colorado.
Bruce H. Haglund has practiced corporate and securities law in Southern
California for the past 20 years and is a partner with the law firm of Gibson,
Haglund & Paulsen. Mr. Haglund received his law degree from the University of
Utah College of Law in 1979. Mr. Haglund began his legal career in 1980 as an
associate with Gibson, Ogden & Johnson. He became a partner in its successor
firm in 1984. Mr. Haglund is a member of the Board of Directors and Secretary of
Metalclad Corporation, Renaissance Golf Products, Inc., Aviation Distributors,
Inc., VitriSeal, Inc., and HydroMaid International, Inc.
John Foster, Chief Research Officer - Mr. Foster has over 20 years experience in
IT dating back to the early Digital Equipment Corp.'s mini-processors. He was
awarded the KM Hatano Scholarship in 1994, the Griffith University Distinguished
Scholar award in 1995, the 1995 Bachelors Medal for Excellence in the Faculty of
Engineering and Applied Science, the 1996 University Medal for Excellence in
Post-Graduate Research, and was awarded a GUPRA Post Graduate Scholarship in
1997 for Doctoral Studies. Mr. Foster developed "Online Flexible Learning
Materials" for Griffith University ranging form interactive notes and tutorials
to online diagnostic testing and directed learning systems. He was the convenor
and lecturer of courses in applied statistics and computing, writing, delivering
and was responsible for the marking of all course materials and assessment
items. He has successfully worked in team structures and managed large teams of
students (200+).
Steve Eccles, Chief Technical Officer - Mr. Eccles, one of the founding members
of Compsports Pty. Ltd., has over 15 years experience developing computer
operation software and specialist computer equipment. Prior to the founding of
Compsports Pty. Ltd., he specialized in the integration of existing and emerging
computer technologies. Mr. Eccles recently completed the Y2K reporting on the
Wespac Plaza Building in Sydney and briefed the Director General of the NSW
Department of Transport on their proposed "Integrated Smartcard Ticketing
Systems".
Neville Mohomet, Chief Communications Officer - Mr. Mohomet's specialized
training gained him the Advanced Certificate in electronic engineering and
telecommunications at Royal Melbourne Institute of Technology while employed by
DEFASSAS (Defence Australian Satellite Systems) as a design engineer for six
years. He then joined Sola Pty. Ltd. as a design consultant before joining
Australia's leading Telecommunication Company for the next 6 years. Mr.
Mohomet's work experience and studies has exposed him to the best communications
technology available in the world today.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Registrant's Directors.
See Item 1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Audited financial statements of CompSports are currently being
prepared, and will be filed with the Securities and Exchange
Commission as an amendment to this Report on or about May 30, 2000,
which is 75 days after the completion of the Plan on March 15, 2000.
(b) Pro Forma Financial Information.
Pro Forma financial statements, taking into account the completion of
the Plan, are being prepared and will be filed on or about May 30,
2000, which is 75 days after the completion of the Plan on March 15,
2000.
(c) Exhibits.
10 Plan of Reorganization between Accord Ventures, Inc.
and CompSports, Inc. dated March 15, 2000
(The Company agrees to furnish supplementally to the
Commission a copy of the exhibits to the Agreement and
Plan of Reorganization upon request.)
Item 8. Change in Fiscal Year.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
ACCORD VENTURES, INC.
Date: 3/22/00 By:/s/Troy B. Davis
--------- --------------------------------------
Troy B. Davis
CEO, CFO and Director
Date: 3/22/00 By:/s/Peter Johnson
--------- --------------------------------------
Peter Johnson
President and Director
Date: 3/22/00 By:/s/R. Gene Klawetter
--------- --------------------------------------
R. Gene Klawetter
Director