UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period ended: March 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 0-49972
Sports Information & Publishing Corp.
-------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1579760
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1869 W. Littleton Boulevard, Littleton, Colorado 80120
-------------------------------------------------------
(Address of principal executive offices)
(303) 738-8994
--------------
(Issuer's telephone number)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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
As of May 17, 2004, 5,020,000 shares of common stock were outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
--- ---
SPORTS INFORMATION & PUBLISHING CORP.
Index
Page
----
Part I - FINANCIAL INFORMATION
Item 1. Condensed Balance Sheet (unaudited) at March 31, 2004 1
Condensed Statements of Operations (unaudited) for the three
and six months ended March 31, 2004 and 2003 and for the
period from inception through March 31, 2004 2
Condensed Statements of Cash Flows (unaudited) for the
six months ended March 31, 2004 and 2003 and for the
period from inception through March 31, 2004 3
Notes to Unaudited Condensed Financial Statements 4
Item 2. Management's Discussion and Analysis or Plan of Operation 5
Item 3 Controls and Procedures 7
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 8
SIGNATURES 9
i
SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)
Condensed Balance Sheet
(Unaudited)
March 31, 2004
Assets
Cash ............................................................ $ 78
=========
Liabilities and Shareholders' Deficit
Liabilities:
Accounts payable and accrued liabilities .................... $ 13,562
Indebtedness to related party (Note 2) ...................... 12,490
---------
Total liabilities ............................. 26,052
---------
Shareholders' deficit:
Preferred stock ............................................. --
Common stock ................................................ 5,020
Additional paid-in capital .................................. 162,300
Deficit accumulated during development stage ................ (193,294)
---------
Total shareholders' deficit ................... (25,974)
---------
$ 78
=========
See accompanying notes to condensed financial statement
1
SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
March 1,
2001
Three Months Ended Six Months Ended (Inception)
March 31, March 31, Through
-------------------------- -------------------------- March 31,
2004 2003 2004 2003 2004
----------- ----------- ----------- ----------- -----------
Revenue ................................ $ -- $ 201 $ 341 $ 422 $ 988
----------- ----------- ----------- ----------- -----------
Expenses:
Cost of sales ...................... 216 220 628 447 5,018
Stock-based compensation:
Organization costs and services .. -- -- -- -- 4,020
Salaries and payroll taxes ......... -- -- -- -- 38,682
Professional fees .................. 1,029 3,777 5,918 5,788 70,911
Web site wire service, hosting
and maintenance .................. -- 2,450 3,085 3,100 24,163
Rent ............................... -- -- -- -- 3,000
Contributed rent (Note 2) .......... 1,500 1,500 3,000 3,000 15,500
Contributed services (Note 2) ...... 300 300 600 600 1,800
Amortization ....................... -- -- -- 2,083 11,458
Interest expense ................... -- -- -- -- 146
Loss on web site impairment ........ -- -- -- 13,542 13,542
Other .............................. 177 87 659 159 6,042
----------- ----------- ----------- ----------- -----------
Total expenses ......... 3,222 8,334 13,890 28,719 194,282
----------- ----------- ----------- ----------- -----------
Loss before income taxes (3,222) (8,133) (13,549) (28,297) (193,294)
Income tax provision (Note 3) .......... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net loss ............... $ (3,222) $ (8,133) $ (13,549) $ (28,297) $ (193,294)
=========== =========== =========== =========== ===========
Basic and diluted loss per share ...... $ (0.00) $ (0.00) $ (0.00) $ (0.01)
=========== =========== =========== ===========
Basic and diluted weighted average
common shares outstanding .......... 5,020,000 5,020,000 5,020,000 5,020,000
=========== =========== =========== ===========
See accompanying notes to condensed financial statements
2
SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
March 1,
2001
Six Months Ended (Inception)
March 31, Through
----------------------- March 31,
2004 2003 2004
--------- ----------- ---------
Net cash used in
operating activities ... $ (9,056) $ (1,544) $(133,412)
--------- --------- ---------
Cash flows from investing activities:
Payment for web site development costs ...... -- -- (25,000)
--------- --------- ---------
Net cash used in
investing activities ... -- -- (25,000)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from promissory note issued to
an officer ............................... -- -- 5,000
Repayment of promissory note issued to
an officer ............................... -- -- (5,000)
Proceeds from advances received from
an officer (Note 2) ...................... 8,790 -- 12,490
Working capital contributed by an affiliate . -- 1,000 1,000
Proceeds from the sale of common stock ...... -- -- 150,000
Payments for offering costs ................. -- -- (5,000)
--------- --------- ---------
Net cash provided by
financing activities ... 8,790 1,000 158,490
--------- --------- ---------
Net change in cash ..... (266) (544) 78
Cash, beginning of period ....................... 344 979 --
--------- --------- ---------
Cash, end of period ............................. $ 78 $ 435 $ 78
========= ========= =========
Supplemental disclosure of cash flow information:
Income taxes ................................ $ -- $ -- $ --
========= ========= =========
Interest .................................... $ -- $ -- $ 146
========= ========= =========
See accompanying notes to condensed financial statements
3
SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)
Notes to Unaudited Condensed Financial Statements
(1) Basis of Presentation
The financial statements presented herein have been prepared by the Company in
accordance with the rules for Form 10-QSB and the accounting policies in the
Company's Form 10-KSB for the year ended September 30, 2003, as filed with the
Securities and Exchange Commission, and should be read in conjunction with the
notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim periods presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
The Company is in the development stage in accordance with Statements of
Financial Accounting Standards (SFAS) No. 7 "Accounting and Reporting by
Development Stage Enterprises". As of March 31, 2004, the Company has devoted
substantially all of its efforts to financial planning, raising capital and
developing markets.
Financial data presented herein are unaudited.
(2) Related Party Transactions
An officer contributed office space to the Company for the periods from March 1,
2001 (inception) through August 31, 2001 and from March 1, 2002 through March
31, 2004. The office space was valued at $500 per month based on the market rate
in the local area and is included in the accompanying financial statements as
rent expense with a corresponding credit to contributed capital.
An officer contributed administrative services to the Company valued at $300 and
$600, respectively, for the three and six months ended March 31, 2004. The time
and effort was recorded in the accompanying financial statements based on the
prevailing rates for such services, which totaled $100 per month based on the
level of services performed. The services are reported as contributed services
with a corresponding credit to additional paid-in capital.
During the six months ended March 31, 2004, the Company's president advanced the
Company $8,790 for working capital. The advances are non-interest bearing and
are due on demand. Advances owed to the president totaled $12,490 at March 31,
2004. The loans are included in the accompanying financial statements as
Indebtedness to Related Party.
(3) Income Taxes
The Company records its income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". The Company incurred net operating losses during
all periods presented resulting in a deferred tax asset, which was fully allowed
for; therefore, the net benefit and expense resulted in $-0- income taxes.
4
Item 2. Management's Discussion and Analysis or Plan of Operation.
- ------------------------------------------------------------------
Introduction
The following discussion and analysis covers the financial condition of
Sports Information & Publishing Corp. ("we" or the "Company") at March 31, 2004,
changes in our financial condition since fiscal year end September 30, 2003 and
a comparison of our results of operations for the three and six months ended
March 31, 2004 to the same periods of the prior fiscal year. This information
should be read in conjunction with the other financial information, including
financial statements and notes, included in the Company's Form 10-KSB, as filed
with the United States Securities and Exchange Commission ("SEC").
Our business is the operation of a web-based sports information publishing
service. We publish a seasonal, weekly electronic football information service
that covers college and professional games and related information. This
information is published only during the football season, from approximately
August to January of each year. Basic information is provided to our subscribers
at no cost and serves as potential inducement to subscribe for our premium
service; we charge a fee for more detailed information about selected games. To
date, our revenue has been insignificant and we are considered to be in the
development stage under relevant accounting principles.
Our common stock was accepted for quotation on the OTC Bulletin Board in
the quarter ended March 31, 2004. In our opinion, this will enhance our ability
to raise capital or expand our business operations.
Results of Operation
For the three months ended March 31, 2004, we reported a net loss of
$3,222, or nil per share. This compares to a loss of $8,133 for the three months
ended March 31, 2003. Results for the six months ended March 31, 2004 and 2003
were a loss of $13,549 and $28,297, respectively. We had no revenue for the
quarter ended March 31, 2004 and only negligible revenue in the first quarter of
2004 or the first six months of 2003. The results of our business plan have been
disappointing, and we are evaluating our options to continue the business.
Our revenue is dependent on sale of our premium information services to
subscribers. Our business plan contemplated marketing our service through e-mail
contact to a database of potential subscribers. Due primarily to our limited
working capital, we have been unable to engage in any form of traditional
marketing or advertising. Accordingly, our revenue has been insignificant to
date. We are unable to predict with any degree of certainty when this situation
might change. However, unless we obtain additional capital, we expect to
continue the status quo.
Our loss for the three months ended March 31, 2004 was reduced by
approximately 60% from the comparable period of the prior fiscal year due to a
decrease in expenses. The corresponding decrease for the six months of 2004
compared to 2003 was 52%. Professional fees and website hosting expenses were
reduced from the second quarter of 2003 to the corresponding period of 2004. The
largest impact on expenses was six month periods was the absence of any
write-off in the first half of this year; in the first half of last year, we
wrote off the remaining investment in our web site, due to an evaluation of the
recoverability of that asset. As a result, amortization was reduced to zero in
the first half of this year, as we had no remaining intangible assets.
5
Our current plans to improve operations include (i) raising more capital
and expanding our database of subscribers by acquiring additional names from a
third party or (ii) exploring other business opportunities. However, there is no
assurance that these efforts will be successful. If we are unable to obtain
additional capital, we may be forced to reduce or cease operations. See,
- -Liquidity and Capital Resources, below.
Liquidity and Capital Resources
We had substantially no liquidity and a working capital deficit at March
31, 2004 and are dependent on receipt of financing from outside sources and cash
from operations to continue as a going concern. Our working capital position
continued to deteriorate from fiscal year end 2003, totaling a deficit of
$25,974 at March 31, 2004. That represents a decrease of $9,951 since year-end.
Our operations did not provide any cash flow to pay our liabilities, and our
only capital was provided by advances from our President. We expect this
situation to continue until operations improve or we locate additional sources
of financing.
We are not currently a candidate for debt financing, due to our extremely
limited operations, lack of cash flow and assets. Historically, we relied on a
single private placement of our common stock and temporary financing from our
officers for cash flow. We hope our status as a SEC-registered entity and the
admission of our stock for quotation on the OTCBB will facilitate additional
equity financing. However, we have no commitments for such financing, and none
is assured in the future.
Our limited cash at fiscal year end was reduced even more during the six
months ended March 31, 2004. Our operating activities used $9,056 of cash.
Financing, in the form of loans by an affiliate, provided $8,790 during the
first six months of this year to partially offset this reduction. However, we
have numerous accounts payable in arrears and no cash with which to pay them.
We will continue efforts to locate additional capital. We intend to rely on
contributions or advances from our President to bridge our cash requirements for
the remainder of the current fiscal year. Failing that, we may investigate an
acquisition of additional assets or operations to supplement our existing
operations.
Forward-Looking Statements
This Form 10-QSB contains or incorporates by reference "forward-looking
statements," as that term is used in federal securities laws, about our
financial condition, results of operations and business. These statements
include, among others:
6
- statements concerning the benefits that we expect will result from our
business activities and certain transactions that we contemplate or have
completed, such as receipt of working capital, increased revenues, decreased
expenses and avoided expenses and expenditures; and
- statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical facts.
These statements may be made expressly in this document or may be
incorporated by reference to other documents that we will file with the SEC. You
can find many of these statements by looking for words such as "believes,"
"expects," "anticipates," "estimates" or similar expressions used in this report
or incorporated by reference in this report.
These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause our actual results to be materially different
from any future results expressed or implied by us in those statements. Because
the statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied. We caution you not to put undue
reliance on these statements, which speak only as of the date of this report.
Further, the information contained in this document or incorporated herein by
reference is a statement of our present intention and is based on present facts
and assumptions, and may change at any time and without notice, based on changes
in such facts or assumptions.
Risk Factors Impacting Forward-Looking Statements
The important factors that could prevent us from achieving our stated goals
and objectives include, but are not limited to, those set forth in our other
reports filed with the SEC and the following:
o The extent and duration of the current economic downturn, especially
in the Colorado market;
o Competition from our sports information services and new technologies
to attract potential customers;
o Our ability to raise additional capital, as it may be affected by
current conditions in the stock market and competition in our industry
for risk capital;
o Our costs and the pricing of our services;
o Our ability to identify, finance and integrate acquisitions; and
o Volatility of our stock price.
We undertake no responsibility or obligation to update publicly these
forward-looking statements, but may do so in the future in written or oral
statements. Investors should take note of any future statements made by or on
our behalf.
7
Item 3. Controls and Procedures
(a) We maintain a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report. As of March 31, 2004, under the supervision
and with the participation of our Chief Executive Officer and Chief Financial
Officer, management has evaluated the effectiveness of the design and operation
of our disclosure controls and procedures. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective in timely alerting them to material
information required to be included in our periodic filings with the SEC.
(b) There were no changes in our internal control over financial reporting
that occurred during the quarter ended March 31, 2004 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II--OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: The following exhibits are filed with this report:
31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under
the Securities Exchange Act of 1934, as amended.
31.2 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under
the Securities Exchange Act of 1934, as amended.
32 Certifications pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
None.
(The Remainder of This Page Was Intentionally Left Blank)
8
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SPORTS INFORMATION & PUBLISHING CORP.
Date: May 19, 2004 By: /s/ Michael D. Tanner
----------------------------------------
Michael D. Tanner, Authorized Signatory,
President and Chief Executive Officer