SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarter Ended Commission File No. - --------------------- --------------------- October 31, 1999 0-5304 CUSTOMER SPORTS, INC. ---------------------- (Exact Name of Registrant) UTAH 87-0282745 - -------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 2591 Pioneer Avenue, #B, Vista, California 92083 ------------------------------------------------ (Address of Principal Executive Offices) Registrant's telephone number including area code: (760) 597-5770 --------------- Former name, former address, and former fiscal 1023 Reliance Way year end, if changed since last report. Del Mar, CA. 92014 (619) 481-2400 (1) Name and Telephone Number of persons to contact in regard to this notification. Ted Irvine (760) 597-5770 ---------- ---------- ----------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 of 15 (b) of the Securities and Exchange Act of 1934 or Section 30 or the Investments Act of 1940 during the preceding 12 months (or for such shorter) period that the Registrant was required to file such reports been filed? If answer is no, identify report(s). X Yes No ----- ------ (3) Is it anticipated that any significant change in result of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? X Yes No ------ ------ If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Indicate the number of shares outstanding for each of the issuer's classes of Common Stock as of the last practical date: Common Stock, Par Value $0.01 Per Share, 32,407,703 Shares Issued & Outstanding at October 31, 1999. CUSTOMER SPORTS, INC. TABLE OF CONTENTS PART I FINANCIAL STATEMENTS ITEM 1. FINANCIAL STATEMENTS (Unaudited) Balance Sheets. . . . . . . . . . . . . . . . . . . . . . .3 Statement of Operations . . . . . . . . . . . . . . . . . .4 Statement of Cash Flows . . . . . . . . . . . . . . . . . .5 Note to Financial Statements. . . . . . . . . . . . . . . .6 ITEM 2 MANAGEMENT DISCUSSION AND FINANCIAL CONDITION AND RESULTS OF OPERATIONS PART II OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . .7 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . .8 Customer Sports, Inc. Balance Sheets (Unaudited) October 31, 1999 & July 31, 1999 October July 31, 1999 31, 1999 ----------- ----------- Assets ------ Current Assets - -------------- Cash $ 181,212 $ -0- Inventory 87,332 -0- ----------- ----------- Total Current Assets 268,544 -0- Other Assets - ------------ Refundable Deposit 5,892 -0- Equipment - Net 16,663 729 Oil & Gas Properties (Successful Efforts Method) 732,901 732,901 Less Accumulated Depreciation ( 728,375) ( 724,961) ----------- ----------- Total Other Assets 27,081 8,669 ----------- ----------- Total Assets $ 295,625 $ 8,669 =========== =========== Liabilities & Stockholders' Equity ---------------------------------- Current Liabilities - ------------------- Cash in Bank - Overdraft $ -0- $ 10,060 Accounts Payable & Accrued Expenses 133,169 126,590 Notes Payable 475,614 380,564 ----------- ----------- Total Current Liabilities 608,783 517,214 Long Term Liabilities - --------------------- Notes Payable 330,000 -0- Stockholders' Equity - -------------------- Capital Stock 50,000,000 Shares at $0.01 Par Value; 32,407,703 Shares Issued & Outstanding Respectively 324,077 324,077 Paid In Capital 6,758,403 6,758,403 Deficit in Retained Earnings (7,725,638) (7,591,025) ----------- ----------- Total Stockholders' Equity ( 643,158) ( 508,454) ----------- ----------- Total Liabilities & Stockholders' Equity $ 295,625 $ 8,669 =========== =========== See Accompanying Notes 3 Customer Sports, Inc. Statements of Operations (Unaudited) For the Periods August 1, 1999 to October 31, 1999 and August 1, 1998 to October 31, 1998 1999 1998 ----------- ----------- Revenues - -------- Golf Sales & Fees $ 17,368 $ 39,103 ----------- ----------- Total Revenues 17,368 39,103 Cost of Sales - ------------- Cost of Golf Sales -0- 3,782 ----------- ----------- Gross Profit 17,368 35,321 Operating Expenses - ------------------ Consulting Fees 34,575 5,000 General & Administrative Expenses 110,970 53,865 Interest Expenses 8,304 9,196 Depreciation & Amortization 4,019 2,712 ----------- ----------- Total Costs & Expenses 157,868 70,773 ----------- ----------- Loss from Operations ( 140,500) ( 35,452) - -------------------- Other Income (Expenses) - ----------------------- Oil & Gas Revenues 5,886 4,993 ----------- ----------- Total Other Income (Expenses) 5,886 4,993 ----------- ----------- Net Loss ($ 134,614) ($ 30,459) =========== =========== Net Loss Per Share Of Common Stock ( .00) ( .00) Weighted Average Number Of Shares Outstanding During Period 32,407,703 19,866,253 See Accompanying Notes 4 Customer Sports, Inc. Statement of Cash Flows (Unaudited) For the Periods August 1, 1999 to October 31, 1999 & August 1, 1998 to October 31, 1998 1999 1998 ----------- ----------- Cash Flows from Operating Activities - ------------------------------------ Net (Loss) from Operations ($ 134,614) ($ 30,459) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities Rounding -0- ( 1) Depreciation 4,019 2,712 Changes in Operating Assets & Liabilities Increase (Decrease) in Accounts Payable 6,579 3,196 (Increase) Decrease in Inventory ( 87,332) -0- (Increase) Decrease in Refundable Deposits ( 5,892) -0- ----------- ----------- Net Cash Provided (Used) by Operating Activities ( 217,240) ( 24,552) Cash Flows from Investing Activities - ------------------------------------ Purchase of Equipment ( 16,538) -0- ----------- ----------- Net Cash Provided (Used) by Investing Activities ( 16,538) -0- Cash Flows from Financing Activities - ------------------------------------ Increase in Notes Payable 430,000 6,000 Payments on Notes Payable ( 4,950) -0- ----------- ----------- Net Cash Provided (Used) by Financing Activities 425,050 6,000 ----------- ----------- Increase (Decrease) in Cash 191,272 ( 18,552) Cash at Beginning of Period ( 10,060) 20,927 ----------- ----------- Cash at End of Period $ 181,212 $ 2,375 =========== =========== Disclosures from Operating Activities - ------------------------------------- Interest $ 8,304 $ 9,196 Taxes -0- -0- See Accompanying Notes 5 Customer Sports, Inc. ITEM 1. - ------- Summarized Financial Information (Continued) Notes to Condensed Financial Statements (Unaudited) October 31, 1999 Note #1 - Basis of Presentation - ------------------------------- The accompanying un-audited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, adjustments (consisting or normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and three months periods ending October 31, 1999 are not necessarily indicative of the results that may be expected for the year ended July 31, 2000. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended July 31, 1999. ITEM 2. - -------- Management's Discussion and Analysis of Financial Condition and Results of Operation Total Operating revenues for the quarter ended October 31, 1999 were $23,253 compared to $46,367 for the quarter ended October 31, 1998. Total operating expenses for the quarter ended October 31, 1999 were $261,982 compared to $64,918 for the quarter ended October 31, 1998 due to expenses related to establishment of the Company's twin golf businesses. Net oil and gas revenues of $5,885 continued their orderly decline during the period and Registrant wrote down the value of the oil and gas holdings by an additional $25,000. During the period, Registrant received $430,000 in funding from Citadel Capital Management for its two operating subsidiaries, Bigtopgolf.com and Community Golf Centers. Registrant issued 2,000,000 shares in the transaction. Registrant entered into a four-lease for its current offices/warehouse located at 2591 Pioneer Avenue in Vista, California, adjacent to Carlsbad, California, home of many golf companies. The lease covered 5,500 square feet at a total cost over its life of $184,800. In addition, Registrant obtained an option for 5,500 contiguous square feet of warehouse/office space at similar terms. Registrant expects to exercise the option in its second fiscal quarter. 6 PART II OTHER INFORMATION Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . None Item 2. Changes in the Rights of the Registrant's Security Holders. . . . . . . . . . . . . . . . None Item 3. Defaults by the Company on its Senior Securities . . . . . . None Item 4. Results of Votes of Security Holders . . . . . . . . . . . . None Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . None 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Customer Sports, Inc. (Registrant) /S/ Edmund J. Irvine, Jr. Date: December 22, 1999 By:--------------------------- Edmund J. Irvine, Jr. President 8